0000950142-16-004350.txt : 20160817 0000950142-16-004350.hdr.sgml : 20160817 20160817172104 ACCESSION NUMBER: 0000950142-16-004350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160817 DATE AS OF CHANGE: 20160817 GROUP MEMBERS: POINTSTATE CAPITAL LP GROUP MEMBERS: STEELMILL MASTER FUND LP GROUP MEMBERS: ZACHARY J. SCHREIBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OI S.A. 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: 161839415 BUSINESS ADDRESS: STREET 1: RUA GENERAL POLIDORO, NO. 99 STREET 2: 5TH FLOOR/PART - BOTAFOGO CITY: RIO DE JANEIRO, RJ STATE: D5 ZIP: 22280-001 BUSINESS PHONE: 55-21-3131-1211 MAIL ADDRESS: STREET 1: RUA GENERAL POLIDORO, NO. 99 STREET 2: 5TH FLOOR/PART - BOTAFOGO CITY: RIO DE JANEIRO, RJ STATE: D5 ZIP: 22280-001 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 FORMER COMPANY: FORMER CONFORMED NAME: BRASIL TELECOM SA DATE OF NAME CHANGE: 20031208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PointState Capital LP CENTRAL INDEX KEY: 0001509842 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 830-7000 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 eh1600923_13da2-oisa.htm AMENDMENT NO. 2 Schedule 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Oi S.A.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

670851 104** 

(CUSIP Number)

 

 

PointState Capital LP

40 West 57th Street, 25th Floor

New York, NY 10019

(212) 830-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 17, 2016

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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, since 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 purposes of section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).


Preliminary Statement: This Amendment No. 2 amends the statement on Schedule 13D filed by PointState Capital LP and Zachary J. Schreiber on July 18, 2016, as previously amended by Amendment No.1 thereto filed by PointState Capital LP, Zachary J. Schreiber and SteelMill Master Fund LP on July 20, 2016. This Amendment No.2 is filed solely to add additional information relating to Item 4.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in Amendment No. 1. The Schedule 13D, as amended, remains in full force and effect, except as specifically amended by this Amendment No. 2.
 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 2 of 7

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
PointState Capital LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
43,250,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
43,250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,250,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.32%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 3 of 7

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Zachary J. Schreiber
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
43,250,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
43,250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
43,250,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.32%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 4 of 7

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SteelMill Master Fund LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☒
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
 
29,202,280
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
29,202,280
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
29,202,280
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.62%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 5 of 7
 
 
Item 1. Security and Issuer.

This amended statement on Schedule 13D relates to the common shares without par value (the “Common Shares”), of Oi S.A. (the “Issuer”), a corporation organized and existing under the laws of the Federative Republic of Brazil. The principal executive office of the Issuer is located at Rua General Polidoro, No. 99, 5th floor/part – Botafogo 22280-001, Rio de Janeiro, RJ, Federative Republic of Brazil.  The disclosure herein is based on 519,746,701 Common Shares outstanding as of June 30, 2016, as shown in the Issuer’s Form 6-K filed on August 12, 2016.

 

Item 4. Purpose of Transaction.

The securities reported in this Schedule 13D were acquired by the Reporting Persons for investment purposes. The Reporting Persons intend to monitor activities of the Issuer, including, but not limited to, the Issuer's ongoing restructuring efforts, with the intent of taking any and all actions that the Reporting Persons may deem necessary or appropriate to protect and/or maximize the value of their respective investments. Such actions may include, but are not limited to, entering into discussions with the Issuer, management and/or the Board of Directors and may result in transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may consult with other holders of the Issuer’s securities.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer or derivatives or other instruments related thereto, to dispose of, or cause to be disposed of, such securities, derivatives or other instruments related thereto at any time and to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.

On August 17, 2016, the Reporting Persons delivered a letter to: (i) the depositary for the American Depositary Shares, instructing it to vote all Common Shares (or other deposited securities) represented by any and all American Depositary Shares held by PointState, SteelMill and/or Conflux in favor of the proposed resolutions submitted by Société Mondiale Fundo de Investimento em Ações, for vote at the Extraordinary Shareholders’ Meetings called for September 8, 2016 at 2:00 pm and 4:00 pm, respectively, Rio de Janeiro time, or at such other times as such Extraordinary Shareholders’ Meetings shall occur; and (ii) the Issuer, instructing it to deliver to the depositary on a timely basis, all applicable notices, and to instruct the depositary to mail to the holders of American Depositary Shares on a timely basis, in accordance with the Issuer’s deposit agreement, all materials in order to permit the Common Shares (or other deposited securities) represented by American Depositary Shares to be voted by the depositary at the Extraordinary Shareholders’ Meetings mentioned above and at all other future meetings of shareholders that may be called.  A copy of the letter is attached as Exhibit 99.2.

Except as otherwise set forth in this Schedule 13D, the Reporting Persons do not have any plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 6 of 7
 
Item 7. Materials to Be Filed as Exhibits.

1. Joint Acquisition Statement Pursuant to Rule 13d-1(k).

2. Letter dated August 17, 2016.

 

 

CUSIP No.  670851 104
 SCHEDULE 13D
Page 7 of 7
 
 

SIGNATURES

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

DATED: August 17, 2016

ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.

 

       
By:
/s/ Zachary J. Schreiber    
Name: Zachary J. Schreiber    
     
       

 

 


 EX-99.1 2 eh1600923_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 1
 

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: August 17, 2016

 
ZACHARY J. SCHREIBER, individually; as managing member of PointState GP, as general partner of PointState; as managing member of PointState Holdings LLC, as general partner of SteelMill and PointState Fund; and as managing member of Conflux Holdings LLC, as general partner of Conflux.
 

       
By:
/s/ Zachary J. Schreiber    
Name: Zachary J. Schreiber    
     
       

 
 

 
 
 EX-99.2 3 eh1600923_ex9902.htm EXHIBIT 99.2
EXHIBIT 2
 
[On Letterhead of PointState Capital LP]


August 17, 2016


To: The Bank of New York Mellon
101 Barclay Street
New York, NY 10286
Attention:
American Depositary Receipt Administration
Via Fax (212-571-3050) and Mail

cc: Oi S.A.
Rua Humberto de Campos, 425 (7º Andar)
Leblon
CEP 22430-190 Rio de Janeiro, RJ
Brazil
Attention:
Flávio Nicolay Guimarães, Diretor de Finanças e RI
Roberto Terziani
Via Fax (+55-21-3131-1155) and Mail

Re: Oi S.A. — Amended and Restated Deposit Agreement (Common Shares) dated as of February 27, 2012

Dear Sirs,

We refer to the Amended and Restated Deposit Agreement dated as of February 27, 2012 among Oi S.A. (the “Company”), The Bank of New York Mellon, as Depositary and the Owners and Holders of American Depositary Shares, for issuance of American Depositary Shares, which may be evidenced by American Depositary Receipts, representing common shares of Oi S.A. (the “Deposit Agreement”).  Capitalized terms herein have the meanings ascribed to them in the Deposit Agreement.

PointState Capital LP (“PointState”), through its affiliate funds SteelMill Master Fund LP (“SteelMill”), PointState Fund LP (“PSF”) and Conflux Fund LP (“Conflux”), currently holds an aggregate of 8,650,000 (eight million six hundred fifty thousand) American Depositary Shares representing 43,250,000 (forty-three million two hundred fifty thousand) common shares of the Company.

Instructions to The Bank of New York Mellon:

Pursuant to the Deposit Agreement, we hereby instruct The Bank of New York Mellon to vote all Shares or other Deposited Securities represented by any and all American Depositary Shares held by SteelMill, PSF and/or Conflux in favor of the proposed resolutions submitted by Société Mondiale Fundo de Investimento em Ações (CNPJ/MF No. 11.010.779/0001-42) for vote at the Extraordinary Shareholders’ Meetings called for September 8, 2016 at 2:00 pm and 4:00 pm, respectively, Rio de
1
Janeiro time, or at such other times as such Extraordinary Shareholders’ Meetings shall occur.  Copies of those resolutions are annexed to these instructions.

These voting instructions shall apply unless revoked in writing by us to you, and relate to any and all American Depositary Shares held by SteelMill, PSF and Conflux at the relevant record date for such Extraordinary Shareholders’ Meetings, whether our aggregate holdings of American Depositary Shares at such time are greater than, less than or equal to the 8,650,000 aggregate American Depositary Shares that we hold at the date hereof.

Instructions to the Company:

We hereby require the Company to deliver to the Depositary on a timely basis, in accordance with the NYSE Listed Companies Manual, all applicable notices, and to instruct the Depositary to mail to the holders of American Depositary Shares on a timely basis, in accordance with the provisions of Section 4.07 of the Deposit Agreement, all materials in order to permit the Shares or other Deposited Securities represented by American Depositary Shares to be voted by the Depositary at the Extraordinary Shareholders’ Meetings mentioned above and at all other meetings of shareholders that may be called hereafter.

We kindly request that each of The Bank of New York Mellon and the Company acknowledge receipt of this letter, and that each confirm that it will give effect, respectively, to our instructions herein.

Further, please be aware that any failure by The Bank of New York Mellon to vote the Shares or other Deposited Securities underlying our American Depositary Shares in accordance with these instructions, and/or any failure by the Company to deliver all notices and materials regarding the Extraordinary Shareholders’ Meetings to the Depositary on a timely basis as set forth above, will result in irreparable harm to us and to the investors in our funds.  We therefore reserve all rights in the United States, Brazil and other relevant jurisdictions in relation to any failure to give effect to our instructions herein.

Sincerely,

 
         
/s/ Zachary J. Schreiber
    
/s/ Zachary J. Schreiber
  
PointState Capital LP     SteelMill Master Fund LP   
Name: Zachary J. Schreiber
    
Name:  Zachary J. Schreiber
  
Title:   Chairman, Chief Executive Officer
and Chief Investment Officer
    
Title:    General Partner
  
 
 

         
/s/ Zachary J. Schreiber
    
/s/ Zachary J. Schreiber
  
PointState Fund LP     Conflux Fund LP  
Name: Zachary J. Schreiber
    
Name:  Zachary J. Schreiber
  
Title:   General Partner
    
Title:    General Partner
  
                                                                                                                                                                  
                                                                                                               
 
2