0001387131-20-004168.txt : 20200428 0001387131-20-004168.hdr.sgml : 20200428 20200427215338 ACCESSION NUMBER: 0001387131-20-004168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200428 DATE AS OF CHANGE: 20200427 GROUP MEMBERS: GOLDENTREE ASSET MANAGEMENT LLC GROUP MEMBERS: STEVEN A. TANANBAUM 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: 20822081 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: GOLDENTREE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001278951 IRS NUMBER: 134118850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128473500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 oisa-sc13da_042320.htm AMENDMENT NO. 10 TO FORM SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

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)

April 23, 2020

(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: 317,881,347 (1)
		9.	SOLE DISPOSITIVE POWER: 0
		10.	SHARED DISPOSITIVE POWER: 317,881,347 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 317,881,347
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.48% (2)
14.	TYPE OF REPORTING PERSON IA, PN

(1)	Of this amount of common shares, without par value (“Common Shares”), 140,927,715 are held in the form of 28,185,543 American Depositary Shares (“ADSs”).
(2)	Based upon 5,796,477,760 Common Shares outstanding as of December 31, 2019, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on April 2, 2020.

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: 317,881,347 (1)
		9.	SOLE DISPOSITIVE POWER: 0
		10.	SHARED DISPOSITIVE POWER: 317,881,347 (1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 317,881,347
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.48% (2)
14.	TYPE OF REPORTING PERSON HC, OO

(1)	Of this amount of Common Shares, 140,927,715 are held in the form of 28,185,543 ADSs.
(2)	Based upon 5,796,477,760 Common Shares outstanding as of December 31, 2019, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on April 2, 2020.

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: 317,881,347 (2)
		9.	SOLE DISPOSITIVE POWER: 1,231,525 (1)
		10.	SHARED DISPOSITIVE POWER: 317,881,347 (2)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 317,881,347
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.48% (3)
14.	TYPE OF REPORTING PERSON HC, IN

(1)	Of this amount of Common Shares, 1,231,525 are held in the form of 246,305 ADSs.
(2)	Of this amount of Common Shares, 140,927,715 are held in the form of 28,185,543 ADSs.
(3)	Based upon 5,796,477,760 Common Shares outstanding as of December 31, 2019, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on April 2, 2020.

Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 10”) 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, Amendment No. 6 filed on September 16, 2019, Amendment No. 7 filed on September 7, 2019, Amendment No. 8 filed on January 28, 2020 and Amendment No. 9 filed on March 13, 2020 (the “Original Schedule 13D”, and together with Amendment No. 9, 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 5.

Interest in Securities of the Issuer.

Part (c) of Item 5 is amended and supplemented by adding the following:

The information in 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 April 15, 2020, certain of the Funds and Managed Accounts sold an aggregate of 25,500,000 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 .6866 per share.

On April 16, 2020, certain of the Funds and Managed Accounts sold an aggregate of 26,000,800 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 .6468 per share.

On April 23, 2020, certain of the Funds and Managed Accounts sold an aggregate of 28,905,629 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 .6685 per share. These shares were sold in multiple transactions at prices ranging from BRL .64 to .68.

On April 27, 2020, certain of the Funds and Managed Accounts sold an aggregate of 118,680 Common Share ADSs in open market transactions through a brokerage entity on the New York Stock Exchange at a weighted average price of USD 0.4803 per share. These shares were sold in multiple transactions at prices ranging from USD ..48 to .51.

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.

April 27, 2020

	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