UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

_____________________

 

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

For the month of September 2018

Commission File Number:  1-15256

_____________________

 

OI S.A. – In Judicial Reorganization

(Exact Name as Specified in its Charter)

N/A

(Translation of registrant’s name into English)

Rua Humberto de Campos, No. 425, 8th floor – Leblon

22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F:    ý       Form 40-F:   o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):

Yes
:    o       No :   ý

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):

Yes
:    o       No :   ý

(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes :    o       No :   ý

If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 


 

 

EXHIBIT INDEX

Exhibit Number

Description of Document

1

Amendment No. 2 to Subscription and Commitment Agreement, dated as of September 4, 2018, among Oi S.A. – In Judicial Reorganization, Telemar Norte Leste S.A. – In Judicial Reorganization, Oi Móvel S.A. – In Judicial Reorganization, Copart 4 Participações S.A. – In Judicial Reorganization, Copart 5 Participações S.A. – In Judicial Reorganization, Portugal Telecom International Finance B.V. – In Judicial Reorganization, Oi Brasil Holdings Coöperatief U.A. – In Judicial Reorganization and certain investors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 4, 2018

OI S.A. – In Judicial Reorganization

 

By:  /s/ Carlos Augusto Machado Pereira de Almeida Brandão               

Name: Carlos Augusto Machado Pereira de Almeida Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

 

 

Exhibit 1

AMENDMENT NO. 2 TO
SUBSCRIPTION AND COMMITMENT AGREEMENT

This Amendment No. 2 (this “ Amendment ”) dated September 3, 2018, to the Subscription and Commitment Agreement, dated as of December 19, 2017, by and among Oi S.A. – In Judicial Reorganization (the “ Company ”) and the other parties thereto, as amended by Amendment No. 1 to the Subscription and Commitment Agreement, dated July 13, 2018, by and among the Company and the other parties thereto (the “ Commitment Agreement ”) is entered into by and among the Company and the other parties hereto pursuant to and in accordance with Section 13(b) of the Commitment Agreement.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Agreement.

WHEREAS, the Company and the other parties hereto desire to enter this Amendment and amend certain terms of the Commitment Agreement and waive certain conditions set forth in the Commitment Agreement in the manner set forth herein;

WHEREAS, pursuant to Section 13(b)(x) of the Commitment Agreement, any deadline set forth in Section 12 of the Commitment Agreement, may be amended with the written approval of the Majority Investors, except with respect to the Outside Date or the New Outside Date, as applicable ;

WHEREAS, pursuant to Section 6 of the Commitment Agreement, t he obligation of each Investor to subscribe and pay for the Offered Shares at the Closing shall be subject to the satisfaction or waiver by the Majority Investors of certain conditions;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.         Amendment .

(a)        Section 12(c)(ii) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“documentation for the debt instruments described in the Debt Instrument Plan Annexes are not in form and in substance satisfactory to the Investors by July 31, 2018;”.

(b)        Section 12(c)(iii) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“the Reorganization Court has not issued an order confirming the Agreed Plan without any changes by October 15, 2018;”.

(c)        Section 12(c)(iv) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“failure by any of the U.S. Bankruptcy Court, the U.K. Bankruptcy Court or the Portuguese Court to enter any of the Enforcement Orders, in form and substance acceptable to the Investors, by June 30, 2018 in the case of the U.S. Bankruptcy Court, March 31, 2019 in the case of U.K. Bankruptcy Court, and by October 15, 2018 in the case of the Portuguese Court;”.


 
 

(d)        Section 12(c)(v) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“implementation of the Governance and Operational Reforms shall not have occurred by October 31, 2018;”.

(e)        Section 12(c)(vii) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“the Debtors have not obtained any and all Required Approvals relating to the consummation of the Agreed Plan and the Rights Offering (including ANATEL and CADE, to the extent applicable but excluding the declaration of effectiveness of the Rights Registration Statement by the SEC) by October 31, 2018;”.

(f)        Section 12(e)(ii) of the Commitment Agreement is hereby amended in its entirety to read as follows:

“December 10, 2018, if the Reorganization Court shall not have issued an order, acceptable in form and in substance to the Investors, confirming the Agreed Plan without any changes;”.

2.         Waiver by Investors .   Pursuant to Section 6 of the Commitment Agreement, the satisfaction of the following conditions in the Commitment Agreement are waived to the extent set forth in clauses (a) and (b):

(a)        The conditions set forth in Section 6(b)(i)(2) of the Commitment Agreement to the extent that any Investor should assert that the condition set forth in Section 6(b)(i)(2) of the Commitment Agreement has not been satisfied; and

(b)        The conditions set forth in Section 6(b)(x) of the Commitment Agreement.

3.         Agreement by the Debtors .   Each of the Debtors acknowledges that no notice of a material change to the Agreed Plan contemplated by Section 6(a)(ii) of the Commitment Agreement has been provided by the Debtors to the Investors as of the date of this Amendment, and agrees that it will not provide a notice of a material change to the Agreed Plan contemplated by Section 6(a)(ii) of the Commitment Agreement to any Investor prior to the date that the Reorganization Court has issued a final, non-appealable order confirming any material change to the Agreed Plan.

4.         Counterparts; Effectiveness This Amendment may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts of this Amendment have been signed by Investors holding more than sixty percent (60%) in amount of the Commitments and delivered by such Investors to the Company (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

5.         Governing Law . This Amendment and any claim, controversy or dispute arising under or related to this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the “choice of law” principles of that or any other jurisdiction.

2

 


 
 

6.         No Other Amendments. Except as expressly amended hereby, the Commitment Agreement is hereby ratified and reaffirmed in all respects and shall continue in full force and effect. This Amendment and the Commitment Agreement shall hereafter be read and construed together as a single document.  Each reference in the Commitment Agreement to “this Agreement,” “this SRC Agreement”, “hereunder,” “hereof,” “herein” or words of like import referring to the Commitment Agreement shall be read as and be deemed to mean and reference the Commitment Agreement as amended, restated or otherwise modified by this Amendment.

*   *   *   *   *

3

 


 
 

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No. 2 to the Subscription and Commitment Agreement as of the date set forth opposite its signature.

 

OI S.A. - UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         By: /s/ Carlos Augusto M.P. de A. Brandão                

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 
 

By: /s/ José Claudio Moreira Gonçalves                     

Name: José Claudio Moreira Gonçalves

Title: Executive Officer

 

 


 
 

TELEMAR NORTE LESTE S.A. – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018          By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

By: /s/ José Claudio Moreira Gonçalves                     

Name: José Claudio Moreira Gonçalves

Title: Executive Officer

 
 

OI MÓVEL S.A . – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         

By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

By: /s/ José Claudio Moreira Gonçalves                     

Name: José Claudio Moreira Gonçalves

Title: Executive Officer

 
 

COPART 4 PARTICIPAÇÕES S.A. – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         

By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

By: /s/ José Claudio Moreira Gonçalves                     

Name: José Claudio Moreira Gonçalves

Title: Executive Officer

 

 


 
 

COPART 5 PARTICIPAÇÕES S.A. – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         

By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

By: /s/ José Claudio Moreira Gonçalves                     

Name: José Claudio Moreira Gonçalves

Title: Executive Officer

 
 

PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         

By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 
 

OI BRASIL HOLDINGS COÖPERATIEF U.A. – UNDER JUDICIAL REORGANIZATION

 
 
Date: September 3, 2018         

By: /s/ Carlos Augusto M.P. de A. Brandão                 

Name: Carlos Augusto M.P. de A. Brandão

Title: Chief Financial Officer and Investor Relations Officer

 

 

 


 
 
 

WITNESSES:

 
 

By: /s/ Liane Elena de Q. Gonçalves                               

Name: Liane Elena de Q. Gonçalves        

Title: CPF: 510.591.347-72

 

By:  /s/ Sonia Ferreira de Lucena                                      

Name: Sonia Ferreira de Lucena   

Title: CPF: 509.642.597-53

 

 

 

 


 
 

goldentree asset management lp,

 

Not on its own but on behalf of some of the funds and accounts for which it serves as investment manager, which are listed below

 
 
Date: September 4, 2018         

By: /s/ Peter Alderman                                                

Name: Peter Alderman

Title: Vice President

 

 

 

GoldenTree Credit Opportunities Master Fund Ltd.

GoldenTree Distressed Master Fund 2014 Ltd.

GoldenTree Distressed Fund 2014 LP

GoldenTree E Distressed Debt Master Fund II LP

Golden Tree E Distressed Debt Fund II LP

Golden Tree Entrust Master Fund SPC on behalf of and for the account of Segregated Portfolio I GoldenTree Master Fund, Ltd.

GN3 SIP Limited

GN3 SIP L.P.

GoldenTree Insurance Fund Series Interests of the SALi Multi-Series Fund, L.P.

GoldenTree NJ Distressed Fund 2015 LP

GTNM,L.P.

Louisiana State Employees Retirement System

Gold Coast Capital Subsidiary X Limited

GoldenTree High Yield Value Master Unit Trust

MA Multi-Sector Opportunistic Fund, LP

GoldenTree Multi-Sector Master Fund ICAV - GoldenTree Multi-Sector Master Fund Portfolio A CenturyLink, Inc. Defined Benefit Master Trust

Golden Tree High Yield Value Fund Offshore (Strategic), Ltd.

Credit Fund Golden Ltd

High Yield And Bank Loan Series Trust

Rock Bluff High Yield Partnership, L.P.

Guadalupe Fund, LP

Kapitalforeningen Unipension Invest, High Yield Obligationer

GoldenTree Multi-Sector Fund Offshore ERlSA, Ltd.

Healthcare Employees' Pension Plan - Manitoba

 

 

 


 
 

Solus Alternative management lp, on behalf of funds managed thereby, as Investor

 
 
Date: September 4, 2018                     

By: /s/ Chris Pucillo                                                     

Name: Chris Pucillo

Title:  Chief Information Officer

 

 

 

 


 
 

York Capital Management Global Advisors LLC, on behalf of funds and/or accounts managed and/or advised by it and/or its affiliates

 
 
Date: September 4, 2018                     

By: /s/ Richard P. Swanson                                         

Name: Richard P. Swanson

Title: General Counsel

 

 

 


 
 

Canyon Capital Advisors LLC , on behalf of its participating clients

 
 
Date: September 3, 2018         

By: /s/ Jonathan M. Kaplan                                          

Name: Jonathan M. Kaplan

Title: Authorized Signatory