SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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)

September 17, 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:     739,956,951 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     739,956,951 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     739,956,951
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     12.77% (2)
14.	TYPE OF REPORTING PERSON     IA, PN

(1)	Of this amount of common shares, without par value (“Common Shares”), 142,716,995 are held in the form of 28,543,399 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:     739,956,951 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     739,956,951 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 739,956,951
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     12.77% (2)
14.	TYPE OF REPORTING PERSON     HC, OO

(1)	Of this amount of common shares, without par value (“Common Shares”), 142,716,995 are held in the form of 28,543,399 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:     739,956,951 (2)
		9.	SOLE DISPOSITIVE POWER:     1,231,525 (1)
		10.	SHARED DISPOSITIVE POWER:     739,956,951 (2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     739,956,951
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     12.77% (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, 142,716,995 are held in the form of 28,543,399 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. 7”) 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, Amendment No. 4 filed on April 9, 2019, Amendment No. 5 filed on August 16, 2019 and Amendment No. 6 filed on September 16, 2019 (the “Original Schedule 13D”, and together with Amendment No. 7, 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 99.5.

ITEM 7. Material to be Filed as Exhibits

Item 7 is amended and supplemented by adding the following:

99.5 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.

September 17, 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-99.5

GoldenTree Asset Management, LP SC 13D/A

Exhibit 99.5

 

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

September 17, 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 wrote to you a month ago to register our serious concerns with the Company’s poor decision making, lackluster financial and operational performance, and a failure to apply important corporate governance principles enshrined in the Plan of Reorganization. The Board has failed to respond directly to our concerns.

We and other stakeholders have raised legitimate questions and presented unrefuted reasons for the replacement of Eurico Teles as CEO. Yet, despite our concerns and the need for urgent action—which we voiced publicly—nothing concrete has been done other than the apparent creation of a new position reporting to the CEO. We again call upon the Board to take responsibility and replace the CEO given the massive and ongoing destruction of shareholder value during his tenure. That decline will only get worse unless you act now. Frankly, we are surprised that the CEO has not voluntarily resigned given the collective desires of Oi’s shareholders and his dismal track record since approval of the Plan of Reorganization. Most CEOs with such a performance track record would already have resigned or communicated directly with shareholders to present a concrete turnaround plan. The CEO, who is a steward of our assets, has done neither. The Plan of Reorganization that was filed, as well as analyst expectations, predicted a very different outcome from the one that has transpired. If there are valid reasons for Oi’s poor performance then the CEO should be prepared to defend his record directly to shareholders.

As the largest shareholder of Oi, the current situation is not acceptable to us. Based upon many press reports, we understand that a “secret” transition plan may now exist allowing the appointment of a Chief Operating Officer who may, in time, become the Chief Executive Officer. While we respect and appreciate the nomination of a new Chief Operating Officer, it is not what Oi needs at this time. Indeed, we cannot understand why the new Chief Operating Officer would report to a CEO who has no operational experience. Oi needs to immediately replace the current CEO with an experienced professional who has the skills and experience to run a major operational turnaround. Not only does the Plan of Reorganization expressly invest the Board with the legal right to replace the CEO, but we believe the Board has a legal fiduciary obligation to implement that change immediately.

We also urge you to consult with independent counsel on these urgent matters, if you have not already done so. If you are continuing to rely on outside counsel who is also taking direction from the CEO (who previously served as the Company’s general counsel), this is simply not appropriate under the circumstances. Separate board counsel will provide you with unfiltered and impartial legal advice regarding your rights and responsibilities under the Plan of Reorganization and applicable law.

The Plan of Reorganization clearly sets forth an independent governance regime that empowers the Board to make the necessary changes to management in the best interests of the Company. The Board must take the necessary and required steps to protect the interests of the creditors and shareholders, who negotiated the Plan with the Company, recapitalized the Company, and invested new money into the Company with the clear understanding that the Board had the right to replace the existing management of the Company.

Time is of the essence. The CEO cannot be allowed to oversee the continued decline of the value of our investment and the investment of other United States and European investors. The Company still has multiple avenues for the creation of significant stakeholder value. If the current asset sales under consideration do not materialize Oi may require more capital. While we are willing to work with other stakeholders or alone to assist in future capital raising, we will not do so while the current CEO is in place and where there is little accountability. Please do not let more time pass and allow further value deterioration to the detriment of the Company, the shareholders, creditors and other relevant stakeholders.

Sincerely,

GoldenTree Asset Management LP

cc. Shareholders of Oi S.A.

- 2 -