0001193125-19-010679.txt : 20190116 0001193125-19-010679.hdr.sgml : 20190116 20190116171832 ACCESSION NUMBER: 0001193125-19-010679 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190116 DATE AS OF CHANGE: 20190116 GROUP MEMBERS: 2518154 ONTARIO LTD GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC GROUP MEMBERS: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD. GROUP MEMBERS: BROOKFIELD CREDIT OPPORTUNITIES CO-INVEST (B), L.P. GROUP MEMBERS: BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC GROUP MEMBERS: BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P. GROUP MEMBERS: OC 538 GP, LTD. GROUP MEMBERS: OC 538 OFFSHORE FUND, L.P. GROUP MEMBERS: PARTNERS LTD GROUP MEMBERS: PF FUND LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OI S.A. - In Judicial Reorganization CENTRAL INDEX KEY: 0001160846 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83981 FILM NUMBER: 19529634 BUSINESS ADDRESS: STREET 1: RUA HUMBERTO DE CAMPOS 425 STREET 2: 8TH FLOOR, LEBLON CITY: RIO DE JANEIRO, RJ STATE: D5 ZIP: 22430-190 BUSINESS PHONE: 55-21-3131-1211 MAIL ADDRESS: STREET 1: RUA HUMBERTO DE CAMPOS 425 STREET 2: 8TH FLOOR, LEBLON CITY: RIO DE JANEIRO, RJ STATE: D5 ZIP: 22430-190 FORMER COMPANY: FORMER CONFORMED NAME: OI S.A. DATE OF NAME CHANGE: 20120227 FORMER COMPANY: FORMER CONFORMED NAME: BRASIL TELECOM SA DATE OF NAME CHANGE: 20050124 FORMER COMPANY: FORMER CONFORMED NAME: BRASIL TELECOM SA DATE OF NAME CHANGE: 20031211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: A6 M5J2T3 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13D/A 1 d666803dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

OI S.A. – In Judicial Reorganization

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

670851500**

(CUSIP)

A.J. Silber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

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

Copy to:

Richard J. Cooper, Esq.

Jorge U. Juantorena, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

January 11, 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

 

Brookfield Asset Management Inc.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 American Depositary Shares (“ADSs”).

(2)

Based upon 3,796,949,365 common shares, without par value (“Common Shares”) outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (“SEC”) by the issuer pursuant to Rule 424(b)(2) on November 13, 2018, as amended), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the rights offering being conducted by the issuer (the “Rights Offering”) on the terms and subject to the conditions specified in the Prospectus).


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Partners Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

PF Fund Limited Partnership

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Brookfield Credit Opportunities Master Fund, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF, WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Brookfield Credit Opportunities Co-Invest (B), L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

OC 538 Offshore Fund, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  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:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Brookfield Credit Opportunities Fund GP, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  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:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

Brookfield Capital Partners (Bermuda) Ltd.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

OC 538 GP, Ltd.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


CUSIP No. 670851500  

 

  1.   

NAMES OF REPORTING PERSONS

 

2518154 Ontario Limited

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

    

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER:

 

0

     8.   

SHARED VOTING POWER:

 

343,410,230 (1)

     9.   

SOLE DISPOSITIVE POWER:

 

0

   10.   

SHARED DISPOSITIVE POWER:

 

343,410,230

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

343,410,230

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.0% (2)

14.  

TYPE OF REPORTING PERSON

 

CO

 

(1)

All of which are held in the form of 68,682,046 ADSs.

(2)

Based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering.)


Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends the Schedule 13D filed on September 27, 2018 (the “Original Schedule 13D”, and together with Amendment No. 1, 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 3.

Source and Amount of Funds or Other Consideration.

Item 3 is amended by deleting the first sentence in its entirety and replacing it with the following:

“The disclosure in Items 4 and 5 is incorporated herein by reference.”

Item 3 is also amended and supplemented by adding the following:

“On November 23, 2018, certain of the Funds received 38,307,045 transferable rights to acquire Common Share ADSs (the “ADS Rights”) as part of a rights offering conducted by the Issuer (the “Rights Offering”). Each ADS Right allowed the holder to subscribe for one Common Share ADS on the terms and subject to the conditions specified in the prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) by the Issuer pursuant to Rule 424(b)(2) on November 13, 2018. On December, 26, 2018 certain of the Funds exercised ADS Rights to subscribe for 38,508,826 Common Share ADSs. On January 11, 2019, the Issuer announced that 1,530,457,356 initial New Common Shares (as defined in the Prospectus) had been subscribed for in the Rights Offering and 91,322,933 Excess New Common Shares (as defined in the Prospectus) had been subscribed for in the Rights Offering. According to the Issuer, 1,530,457,356 initial New Common Shares were issued on or about January 16, 2019 and 91,322,933 Excess New Common Shares will be issued on or about January 24, 2019. Pursuant to the terms of the Rights Offering, the Funds will receive 38,508,826 Common Share ADSs, representing 192,544,130 newly issued Common Shares.

The price per Common Share ADS in the Rights Offering was US$1.592439.”

Item 3 is also amended by deleting the sub-section captioned “Warrants” in its entirety and replacing it with the following:

“Warrants

Each Warrant distributed as part of the Qualified Recovery entitled its holder to subscribe for one Common Share at an exercise price of the equivalent in reais of US$0.01 per Common Share. The Funds held their Warrants in the form of ADWs, each representing the right to subscribe for one Common Share ADS. On October 31, 2018, certain of the Funds exercised 1,515,232 ADWs to subscribe for 1,515,232 ADSs representing 7,576,160 Common Shares. The exercise price was US$0.0538 per ADW, which was paid in cash.”

 

ITEM 5.

Interest in Securities of the Issuer.

(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. Such information is based upon 3,796,949,365 Common Shares outstanding (composed of (i) 2,262,901,279 Common Shares outstanding as of October 31, 2018 (according to the Prospectus), (ii) the issuance of 3,314,745 Common Shares on December 6, 2018 (according to the Form 6-K filed by the issuer with the SEC on December 5, 2018), (iii) the issuance of 275,985 Common Shares on January 7, 2019 (according to the Form 6-K filed by the issuer with the SEC on January 4, 2019) and (iv) 1,530,457,356 Common Shares issued by the issuer on January 16, 2019 pursuant to the Rights Offering).

(c) 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 60 days prior the date of this Schedule 13D by any person named in Item 2 hereof. Schedule I provides additional information with respect to the dates, amounts of securities and prices of any such transactions.

(d) No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Common Shares.

(e) Not applicable.


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.

January 16, 2019

 

BROOKFIELD ASSET MANAGEMENT INC.

/s/ AJ Silber

By: AJ Silber
Title: Vice President
PARTNERS LIMITED

/s/ Brian D. Lawson

By: Brian D. Lawson
Title: President
PF FUND LIMITED PARTNERSHIP
By: 2518154 Ontario Limited, its General Partner

/s/ Kathy Sarpash

By: Kathy Sarpash
Title: Vice President

BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P.

By: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager

/s/ Anthony Bavaro

By: Anthony Bavaro
Title: Vice President

BROOKFIELD CREDIT OPPORTUNITIES CO-INVEST (B), L.P.

By: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager

/s/ Anthony Bavaro

By: Anthony Bavaro
Title: Vice President
OC 538 OFFSHORE FUND, L.P.
By: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, its Investment Manager

/s/ Anthony Bavaro

By: Anthony Bavaro
Title: Vice President

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT), LLC

/s/ Anthony Bavaro

By: Anthony Bavaro
Title: Vice President

BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC

/s/ Anthony Bavaro

By: Anthony Bavaro
Title: Vice President

BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD.

/s/ Jane Sheere

By: Jane Sheere
Title: Secretary
OC 538 GP, LTD.

/s/ Robert Paine

By: Robert Paine
Title: Director
2518154 ONTARIO LIMITED

/s/ Kathy Sarpash

By: Kathy Sarpash
Title: Vice President


Schedule I

TRADING IN SHARES

Between November 14, 2018 and January 16, 2019, the Reporting Persons made the following transactions in the Common Shares (in the form of Common Share ADSs) and of Common Share ADS Rights of the Company:

 

Name

   Trade Date      Buy/Sell    No. of
ADSs
     No. of
Common
Shares
     Gross
Price
(per
ADS)
     Security

Brookfield Credit Opportunities Master Fund, L.P.

     11/14/2018      Buy      15,000        75,000      $  2.89      Common Shares

OC 538 Offshore Fund, L.P.

     11/14/2018      Buy      35,000        175,000      $ 2.89      Common Shares

PF Fund Limited Partnership

     11/19/2018      Buy      46,212        231,060      $ 2.75      Common Shares

OC 538 Offshore Fund, L.P.

     11/19/2018      Buy      15,000        75,000      $ 2.75      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

     11/27/2018      Buy      200,000        1,000,000      $ 1.82      Common Shares

OC 538 Offshore Fund, L.P.

     11/27/2018      Buy      200,000        1,000,000      $ 1.82      Common Shares

OC 538 Offshore Fund, L.P.

     1/4/2019      Buy      434,325        2,171,625      $ 1.86      Common Shares

OC 538 Offshore Fund, L.P.

     1/7/2019      Buy      100,000        500,000      $ 1.88      Common Shares

OC 538 Offshore Fund, L.P.

     1/9/2019      Buy      165,000        825,000      $ 1.89      Common Shares

OC 538 Offshore Fund, L.P.

     1/9/2019      Buy      100,000        500,000      $ 1.90      Common Shares

OC 538 Offshore Fund, L.P.  

     1/15/2019      Buy      250,000        1,250,000      $ 1.80      Common Shares


Name

   Trade
Date
   Buy/Sell    No. of ADS
Rights
     No. of
Common
Shares
     Gross Price
(per
ADS Right)
     Security

Brookfield Credit Opportunities Master Fund, L.P.

   11/29/18    Buy      221,332        1,106,660      $  0.2200      Common Shares

OC 538 Offshore Fund, L.P.

   11/29/18    Buy      500,000        2,500,000      $ 0.2200      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/06/18    Buy      212,500        1,062,500      $ 0.1219      Common Shares

OC 538 Offshore Fund, L.P.

   12/06/18    Buy      37,500        187,500      $ 0.1219      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/07/18    Buy      283,333        1,416,665      $ 0.0800      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/07/18    Buy      141,667        708,335      $ 0.1000      Common Shares

OC 538 Offshore Fund, L.P.

   12/07/18    Buy      50,000        250,000      $ 0.0800      Common Shares

OC 538 Offshore Fund, L.P.

   12/07/18    Buy      25,000        125,000      $ 0.1000      Common Shares

PF Fund Limited Partnership

   12/07/18    Buy      333,333        1,666,665      $ 0.1000      Common Shares

PF Fund Limited Partnership

   12/07/18    Buy      666,667        3,333,335      $ 0.0800      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/12/18    Buy      1,180,010        5,900,050      $ 0.0158      Common Shares

OC 538 Offshore Fund, L.P.

   12/12/18    Buy      400,000        2,000,000      $ 0.0158      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/13/18    Buy      250,000        1,250,000      $ 0.0200      Common Shares

OC 538 Offshore Fund, L.P.

   12/13/18    Buy      50,000        250,000      $ 0.0200      Common Shares

PF Fund Limited Partnership

   12/13/18    Buy      232,990        1,164,950      $ 0.0200      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/14/18    Buy      2,112,000        10,560,000      $ 0.0199      Common Shares

PF Fund Limited Partnership

   12/14/18    Buy      775,000        3,875,000      $ 0.0199      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/17/18    Buy      222,263        1,111,315      $ 0.0140      Common Shares

PF Fund Limited Partnership

   12/17/18    Buy      222,263        1,111,315      $ 0.0140      Common Shares

Brookfield Credit Opportunities Master Fund, L.P.

   12/18/18    Buy      777,737        3,888,685      $ 0.0150      Common Shares

PF Fund Limited Partnership

   12/18/18    Buy      777,737        3,888,685      $ 0.0150      Common Shares