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)

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 31, 2018

(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:     201,823,190 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     201,823,190
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     201,823,190
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.4% (2)
14.	TYPE OF REPORTING PERSON     IA, PN

(1)

Of this amount of common shares, without par value (“Common Shares”), 187,339,290 are held in the form of  37,467,858 American Depositary Shares (“ADSs”).

(2)

Based on 2,150,302,669 Common Shares outstanding following the issuance of 1,630,551,008 Common Shares in Oi S.A.’s (the “Issuer”) capital increase (“Capital Increase”), as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2018. The number of Common Shares outstanding prior to the Capital Increase is based on the number of Common Shares reported by the Issuer in its Form 20-F for the Fiscal Years Ended December 31, 2017 and December 31, 2016, as filed with the SEC on May 16, 2018.

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:     201,823,190 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     201,823,190
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     201,823,190
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.4% (2)
14.	TYPE OF REPORTING PERSON     HC, OO

(1)

Of this amount of Common Shares, 187,339,290 are held in the form of  37,467,858 ADSs.

(2)

Based on 2,150,302,669 Common Shares outstanding following the issuance of 1,630,551,008 Common Shares in the Issuer’s Capital Increase, as reported on the Issuer’s Form 6-K filed with the SEC on July 25, 2018. The number of Common Shares outstanding prior to the Capital Increase is based on the number of Common Shares reported by the Issuer in its Form 20-F for the Fiscal Years Ended December 31, 2017 and December 31, 2016, as filed with the SEC on May 16, 2018.

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:     0
		8.	SHARED VOTING POWER:     201,823,190 (1)
		9.	SOLE DISPOSITIVE POWER:     0
		10.	SHARED DISPOSITIVE POWER:     201,823,190
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     201,823,190
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.4% (2)
14.	TYPE OF REPORTING PERSON     HC, IN

(1)

Of this amount of Common Shares, 187,339,290 are held in the form of  37,467,858 ADSs.

(2)

Based on 2,150,302,669 Common Shares outstanding following the issuance of 1,630,551,008 Common Shares in the Issuer’s Capital Increase, as reported on the Issuer’s Form 6-K filed with the SEC on July 25, 2018. The number of Common Shares outstanding prior to the Capital Increase is based on the number of Common Shares reported by the Issuer in its Form 20-F for the Fiscal Years Ended December 31, 2017 and December 31, 2016, as filed with the SEC on May 16, 2018.

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 August 6, 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 4. Purpose of Transaction.

Item 4. Is amended and supplemented by adding thereto the following:

The Reporting Persons intend to communicate with other shareholders and interested parties regarding the Reporting Persons’ support for the proposed slate of directors and for Mr. Eleazar de Carvalho Filho to serve as chair of the Issuer’s board of directors at the upcoming shareholders meeting, currently scheduled for September 17, 2018, including by means of the letter filed herewith as Exhibit 99.1.

Item 4. is also amended by replacing “September 3, 2018” with “September 17, 2018”, as a result of the rescheduling of the shareholders meeting.

ITEM 7.  Material to be Filed as Exhibits.

99.1 Letter to Other Shareholders.

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 31, 2018

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-99.1

Exhibit 99.1

 

GoldenTree Asset Management, LP  
300 Park Avenue, 21^st floor                  
New York, NY 10022                              
Telephone  212.847.3500                     
Toll Free     866.465.GTAM                   
Facsimile   212.847.3535                      

Fellow Oi S.A. Shareholder:

We are writing to you as a fellow shareholder of Oi S.A.

As you may know, the company is holding an extraordinary general shareholders meeting on September 17, 2018 at which shareholders will be asked to vote on, inter alia, the new slate of directors for Oi proposed by the company’s interim board of directors, and a chair for such new board. Institutional Shareholder Services has recommended that shareholders vote for the previous chair of the company, Mr. José Mauro Mettrau Carneiro da Cunha, to continue in that capacity going forward. While GoldenTree appreciates and respects Mr. Mauro’s many years of service to Oi, GoldenTree believes it is time for new board leadership, along with its new beginning. As such, GoldenTree intends to vote its managed shares in favor of Mr. Eleazar de Carvalho Filho to fill the role of chair. The board would continue to benefit from Mr. Mauro’s years of experience as a continuing member of the board, and GoldenTree supports both his continued presence on the board, as well as the rest of the new slate of directors being voted upon.

Following the consummation of Oi’s debt-for-equity exchange at the end of July 2018, funds and accounts managed by GoldenTree Asset Management LP collectively became one of the largest shareholders of the company. For the previous two years, we have been a key participant in the negotiations of the restructuring plan, and in the process have to come to appreciate the important role of governance in this restructuring.

Mr. Carvalho was appointed to the board pursuant to the restructuring plan, and is the only individual specifically required by the restructuring plan to both serve on the interim board, and be included on the slate of members to be considered for the new board, reflecting the respect that creditors generally afforded to Mr. Carvalho. Mr. Carvalho is the principal of a prominent advisory firm in Brazil, and has significant experience in Brazil’s business community. Mr. Carvalho previously served as the president of BNDES, the Brazilian national development bank, among many other prominent management and board roles, both past and present, and public and private. Mr. Carvalho’s credentials are set forth below.

GoldenTree first came to know Mr. Carvalho when he was selected by a group of international creditors, including GoldenTree, to serve as one of its advisors in connection the restructuring of the company. In that role, he was the group’s principal interlocutor with many of the public and private constituencies that were key to the restructuring process and that will continue to

be vital to the successful emergence and transformation of the company. To be clear, GoldenTree had no prior relationship with Mr. Carvalho, and he is no longer an advisor to us or in any form affiliated with GoldenTree.

Governance was pivotal to the development of the restructuring plan and will be critical to the future success of Oi. We believe Mr. Carvalho is eminently qualified to lead the board going forward.

Best Regards,

GoldenTree Asset Management LP

Mr. Eleazar de Carvalho Filho’s Credentials

· Mr. Carvalho Filho is the founding partner and CEO of Virtus BR

· Prior to founding Virtus BR, Mr. Carvalho Filho was the Managing Partner and CEO of Unibanco Banco de Investimento (Unibanco’s Investment Banking arm), CEO of BNDES (the Brazilian Development Bank), and Country Head of UBS Brazil

· He was also Head of the Corporate Finance Division at Banco Garantia, Director and Treasurer at Alcoa, and Managing Director of International Division at Citigroup/Crefisul

· Mr. Carvalho Filho is a former board member of Oi, Petrobras, Companhia Vale do Rio Doce, Eletrobras, Alpargatas, amongst others, and former Chairman of BHP Billiton Brazil

· Currently, Mr. Carvalho Filho serves as a board member of Grupo Pão de Açúcar (CBD:US) and member of the audit committee and chairman of the finance committee; TechnipFMC plc (FTI:US) and member of the audit and nominating and governance committee; Cnova N.V. (Euronext CNV); and Brookfield Renewable Partners LP (BEP:US) and member of the audit committee

· Mr. Carvalho Filho holds a bachelor’s degree in Economics from New York University, and a M.A. degree in International Relations from The Johns Hopkins University