SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

OI S.A. – In Judicial Reorganization

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

670851500**

(CUSIP)

George Travers

GoldenTree Asset Management LP

300 Park Avenue, 21st Floor

New York, New York 10022

(212) 847-3500

(Name, address and telephone number of person authorized to receive notices and communications)

August 16, 2019

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**	The CUSIP number is for the American Depositary Shares relating to the common shares. No CUSIP number exists for the underlying common shares, because such shares are not traded in the United States.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 670851500

1.	NAMES OF REPORTING PERSONS GoldenTree Asset Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     850,609,751 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     850,609,751 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     850,609,751
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     14.7% (2)
14.	TYPE OF REPORTING PERSON     IA, PN

(1)	Of this amount of common shares, without par value (“Common Shares”), 529,335,225 are held in the form of 105,867,045 American Depositary Shares (“ADSs”).
(2)	Based upon 5,796,447,000 Common Shares outstanding, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 670851500

1.	NAMES OF REPORTING PERSONS GoldenTree Asset Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     0
		8.	SHARED VOTING POWER:     850,609,751 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     850,609,751 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     850,609,751
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     14.7% (2)
14.	TYPE OF REPORTING PERSON     HC, OO

(1)	Of this amount of common shares, without par value (“Common Shares”), 529,335,225 are held in the form of 105,867,045 American Depositary Shares (“ADSs”).
(2)	Based upon 5,796,447,000 Common Shares outstanding, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 15, 2019.

CUSIP No. 670851500

1.	NAMES OF REPORTING PERSONS Steven A. Tananbaum
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER:     1,231,525 (1)
		8.	SHARED VOTING POWER:     850,609,751 (2)
		9.	SOLE DISPOSITIVE POWER:     1,231,525 (1)
		10.	SHARED DISPOSITIVE POWER:     850,609,751 (2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     851,841,276
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     14.7% (3)
14.	TYPE OF REPORTING PERSON     HC, IN

(1)	Of this amount of common shares, without par value (“Common Shares”), 1,231,525 are held in the form of 246,305 American Depositary Shares (“ADSs”).
(2)	Of this amount of Common Shares, 529,335,225 are held in the form of 105,867,045 ADSs.
(3)	Based upon 5,796,447,000 Common Shares outstanding, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 15, 2019.

Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 5”) amends the Schedule 13D filed on August 6, 2018, as amended by Amendment No. 1 filed on August 31, 2018, Amendment No. 2 filed on November 28, 2018, Amendment No. 3 filed on January 16, 2019 and Amendment No. 4 filed on April 9, 2019 (the “Original Schedule 13D”, and together with Amendment No. 5, the “Schedule 13D”).

Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Original Schedule 13D.

ITEM 4. Purpose of Transaction.

Item 4 is amended and supplemented by adding the following:

The Reporting Persons are engaging, and may continue to engage, with the Issuer’s board of directors regarding the composition of senior management of the Issuer – including its chief executive officer – and other aspects of the Issuer’s governance, business, management and strategy, including by means of the letter filed herewith as Exhibit 99.4.

ITEM 5. Interest in Securities of the Issuer

Item 5 is amended by deleting parts (a) and (b) in their entirety and replacing them with following:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D and Item 3 are incorporated herein by reference. Based upon 5,796,447,000 Common Shares outstanding, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 15, 2019.

Part (c) of Item 5 is amended and supplemented with following:

The information in Item 3 and Item 4 is incorporated herein by reference. Except as set forth in this Schedule 13D, there have been no transactions in the Common Shares of the Issuer effected during the past 60 days by any person named in Item 2 hereof.

On July 1, 2019, one of the Funds and Managed Accounts effected in kind transfers of 7,811,730 Common Shares (represented by 1,562,346 ADSs) to other Funds and Managed Accounts.

On August 6, 2019, certain of the Funds and Managed Accounts surrendered 2,207,411 ADSs to the depositary and withdrew 11,037,055 Common Shares from the depositary.

On August 15, 2019, certain of the Funds and Managed Accounts surrendered 1,783,262 ADSs to the depositary and withdrew 8,916,310 Common Shares from the depositary.

On August 15, 2019, certain of the Funds and Managed Accounts sold an aggregate of 24,000,000 Common Shares in open market transactions through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.361277375 per share. These shares were sold in multiple transactions at prices ranging from BRL 1.27 to 1.43.

On August 16, 2019, certain of the Funds and Managed Accounts surrendered 396,249 ADSs to the depositary and withdrew 1,981,245 Common Shares from the depositary.

On August 16, 2019, certain of the Funds and Managed Accounts purchased an aggregate of 9,097,000 Common Shares in open market transactions through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a weighted average price of BRL 1.011206 per share. These shares were purchased in multiple transactions at prices ranging from BRL 1.01 to BRL 1.02.

ITEM 7. Material to be Filed as Exhibits

Item 7 is amended and supplemented by adding the following:

99.4 Letter to Issuer’s Board of Directors

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 19, 2019

GOLDENTREE ASSET MANAGEMENT LP
By:	GoldenTree Asset Management LLC, its general partner
/s/ Steven A. Tananbaum
By:	Steven A. Tananbaum
Title:	Managing Member
GOLDENTREE ASSET MANAGEMENT LLC
/s/ Steven A. Tananbaum
By:	Steven A. Tananbaum
Title:	Managing Member
STEVEN A. TANANBAUM
/s/ Steven A. Tananbaum
Steven A. Tananbaum

EX-99.4 ACQ AGREEMNT

GoldenTree SC 13D/A

Exhibit 99.4 

GoldenTree Asset Management, LP
300 Park Avenue, 21^st Floor New York, NY 10022
Telephone: 212-847-3500 Toll Free: 866-465-GTAM Facsimile: 212-847-3434 

August 16, 2019

Board of Directors

Oi S.A.

Rua Humberto de Campos 425- 8 andar

Rio de Janeiro

22430-190

Brazil

Re: Chief Executive Officer

Dear Board Members:

We are the largest shareholder of Oi S.A. During Oi’s years of restructuring, we were supportive of the Company as its largest bondholder, having acquired a significant stake in the Company’s bonds even before it filed for restructuring. As you know, we converted the vast majority of our bondholder debt to equity and were the largest participant in the R$4 billion rights offering, one of the largest private sector rights offerings in Brazilian history. Our support for, and confidence in, the Company’s future was unwavering during some of its most difficult moments.

We now fear the long-term future of the Company is in serious jeopardy because of poor decision- making, disappointing financial and operational performance, and a failure to apply important corporate governance principles enshrined in the Plan of Reorganization. We believe these serious issues can be fixed, but it will require the Board to act immediately before the damage to Oi becomes irreversible. Put simply, the Board must appoint a CEO who can fully implement the Company’s operational turnaround and pursue the value accretive opportunities outlined by the Company in the Strategic Plan just released to the market.

As you are undoubtedly aware, the Plan of Reorganization was specifically and expressly crafted to include provisions for independent governance, which is the lynchpin for the Plan and insures the long-term viability of the Company. Section 9.1.1(iii) of the Plan of Reorganization contains unambiguous independent governance provisions, which include: (i) implementation of an independent interim board of directors prior to the conversion of the debt to equity; (ii) followed by an independent permanent board to be implemented after conversion of the debt to equity; and (iii) the right of the permanent independent board to freely replace existing management, specifically addressing the CEO and CFO positions.

The creditors converted their debt to equity and subscribed for the rights offering; trading in Oi’s equity and debt has occurred in express reliance on these governance provisions of the Plan of Reorganization.

Since emerging from reorganization and restructuring its balance sheet, the Company has done poorly on every important financial metric. The Company has reported results well below projections set forth in the Economic Financial Report filed on December 21, 2017 in the context of the Plan of Reorganization. The reported revenue and EBITDA for 2018 were

significantly below projections in the Report, and the results for the quarter ended June 30, 2019 further evidence the continuing deterioration of the Company’s financial and operating performance. The sharp market sell-off in response to this latest earnings report simply confirms the widely held view that the Company’s performance will continue to deteriorate absent a change in the existing management team.

The present consensus analysts’ estimates for 2019 are for revenue 16.3% below the projections in the Report, and 9.4% below analysts’ estimates at the beginning of 2019, just a few months ago. Furthermore, the Company’s EBITDA guidance is 25.2% below projections in the Report, and 26.2% below analysts’ estimates at the beginning of 2019. These analyst estimates reflect a high degree of skepticism about the ability of the current management team to oversee the successful implementation of the recently released Strategic Plan and reverse continuing underperformance, which has universally disappointed current market expectations.

The deterioration of Oi’s financial results are in stark comparison to its peers. Analysts expect TIM’s revenue and EBITDA to grow 3.2% and 5.4% respectively in 2019, after achieving 5% revenue growth and 10.3% EBITDA growth in 2018. Likewise, Vivo is expected to achieve positive 2019 revenue and EBITDA growth of 1.6% and 2.1%, respectively.

Skepticism about the ability of the management team to implement the Strategic Plan extends to the disposition of non-core assets. Management has for many months expressed optimism about asset sales, including the Company’s stake in Unitel. Despite management’s expressed optimism, there is significant concern about the Company’s liquidity as there has been no tangible progress reported to the markets. As an aside, if the asset sales do not materialize, we would consider providing additional liquidity, but that is not an option for us under the existing management team. Other than optimistic pronouncements on asset sales and other aspects of the Company’s Strategic Plan, we do not believe that the Company has disclosed a single positive material development in the Company’s turnaround. And, based on the latest earnings report, it appears that investors will not be seeing such developments anytime soon.

It is clear to us that the way to reverse Oi’s downward spiral is for the Board to take swift and corrective action. Only a seasoned operational CEO can properly execute the critical priorities established in the Company’s Strategic Plan. In fact, we believe that all of the Company’s stakeholders expect the Company immediately to appoint an experienced operational CEO to oversee and implement the Strategic Plan, and are disappointed that this has not already occurred. While we have no doubt that the current CEO is an accomplished lawyer, the financial and operational challenges facing the Company require the skills and expertise of an operational CEO with significant telecom experience. It is imperative that such a CEO, who can lead a focused and experienced management team, be installed immediately.

Section 9.1.1(iii) of the Plan of Reorganization, and the general principles of fiduciary duties, vest the Board with the express power to replace the CEO. Every day that you fail to do so risks further deterioration in Oi’s value and squandering an opportunity to transform Oi into a viable competitive market player in the best interests of all of its stakeholders and Brazil. The reorganization and balance sheet restructuring represent a shining example of foreign investment and consensus building in Brazil, and it would be most unfortunate if having achieved such great success, the Company’s legacy is tarnished by its failure to transform its operational performance. Urgent action is required. We hope and expect that you will take it.

Sincerely,

GoldenTree Asset Management LP