UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16
or
15d-16 of the Securities Exchange Act of 1934
For the month of October 2021
Commission File Number: 1-15256
_____________________
OI S.A. – In Judicial Reorganization
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into
English)
Rua Humberto de Campos, No. 425, 8th floor –
Leblon
22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
(Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):
Yes: o
No: ý
(Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes: o No: ý
(Indicate by check
mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes: o No:
ý
If “Yes” is marked, indicate
below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
Oi S.A. – In Judicial Reorganization
Federal Taxpayers’ (CNPJ/ME) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33.3.0029520-8
Publicly-Held Company
|
MATERIAL FACT
Partial Sale of UPI InfraCo
Execution of Investment Agreement and Other Covenants
Oi S.A. – In Judicial Reorganization (“Oi”
or the “Company”), in compliance with Article 157, Section 4, of Law No. 6,404/76 and the provisions of CVM Instruction
No. 44/2021, and in continuity with the information contained in the Material Facts disclosed on January 25, April 12 and July 7, 2021,
hereby informs its shareholders and the market in general that, on the date of this material fact, the Company and Oi Móvel S.A.
- In Judicial Reorganization entered into an agreement with Globenet Cabos Submarinos S.A. (“Investor”), with the intervention
of Brasil Telecom Comunicação Multimídia S.A. (“SPE InfraCo”), BTG Pactual Infraco Master Fundo
de Investimento em Participações Multiestratégia and BTG Pactual Infraco Co-Investors Fund LP (together, the “Investor's
Shareholders”), the Investment Agreement and Other Covenants (“Agreement”), with the purpose of selling shares
representing the control of SPE InfraCo to the Investor, whose winning proposal in the competitive procurement process was ratified by
the Judge of the 7th Corporate Court of the Capital of the State of Rio de Janeiro, in a hearing held on July 7, 2020, under the terms
of the Amendment to the Judicial Reorganization Plan approved by the creditors at the Creditors’ General Meeting and ratified by
the Judge of the 7th Corporate Court of the Capital of the State of Rio de Janeiro on October 5, 2020 ("Amendment to the JRP").
The Agreement contemplates the contribution to SPE InfraCo
of a Primary Tranche, the payment to Oi of a Secondary Tranche, and the contribution to SPE InfraCo of two additional Primary Tranches,
in addition to the Merger of the Investor, as described below:
|
(i)
|
Primary Tranche: on the closing date, subscription
and payment in full of new common shares, representing 14.67% of the voting capital stock of SPE InfraCo, upon the contribution of a cash
amount of R$ 3,276,100,067.34 (three billion, two hundred seventy-six million, one hundred thousand, sixty-seven reais and thirty-four
cents);
|
|
(ii)
|
Secondary Tranche: on the closing date, the acquisition
of shares held by Oi and/or its controlled companies representing 29.16% of the voting capital stock of SPE InfraCo, upon the payment
of a
|
cash amount of R$6,510,200,000.00 (six
billion, five hundred ten million, two hundred thousand Brazilian reais), to be paid in up to 3 (three) annual installments, one
of which at the Closing Date, and the others may, at Oi’s discretion, be anticipated until December 2022. The Agreement also provides
that, if SPE InfraCo, on the Closing Date, does not have the intercompany debt with Oi described in item (ii) of Clause 5.3.8.1 of the
Amendment to the JRP, the value of the Primary Component will be reduced in the amount of BRL 1,500,000,000.00 (one billion, five hundred
million reais), and such amount will be reallocated to the Secondary Component, in which case the Company will sell and transfer to the
Investor additional shares issued by SPE InfraCo so that the shares of the Secondary Portion represent 35.88% of the voting capital stock
of SPE InfraCo;
|
(iii)
|
Additional Primary Tranche – I: within 90 days
from the closing date, and immediately before the Merger of the Investor, subscription and payment in full of new common shares, representing
5.64% of the voting capital stock of SPE InfraCo, upon the contribution of a cash amount of R$1,258,238,223.33 (one billion, two hundred
fifty-eight million, two hundred thirty-eight thousand, two hundred twenty-three reais and thirty-three cents);
|
|
(iv)
|
Merger of the Investor: within 90 days from the closing
date, and immediately after the Capital Increase - Additional Primary Tranche I, merger of the Investor into SPE InfraCo, with the issuance
of new common shares by SPE InfraCo, representing 6.81% of the voting capital stock of SPE InfraCo. The fair value of the Investor considered
for purposes of the Merger was R$1,518,800,000.00 (one billion, five hundred and eighteen million, eight hundred thousand reais),
certified by economic and financial appraisal reports prepared by independent appraisal firms hired by the Investor and Oi, pursuant to
the Public Notice, in accordance with Clause 3.9.4.2 of the Amendment to the JRP; and
|
|
(v)
|
Additional Primary Tranche – II: within 90
days from the closing date, and immediately after the Merger of the Investor, subscription and payment of new common shares, representing
1.61% of the voting capital stock of SPE InfraCo, through the contribution of a cash amount of R$360,000,000.00 (three hundred and sixty
million reais).
|
After the steps set forth above, the Investor Shareholders
will hold shares representing 57.9% of the voting and total capital stock of SPE InfraCo, with Oi and its affiliates holding the remaining
voting and total capital stock.
The Agreement and related instruments also contemplate the
execution between SPE InfraCo and Oi and/or its affiliates of capacity supply agreements and other operating agreements, as well as shareholders’
agreement of SPE InfraCo, between the Investor and Oi.
The amount of the Transaction, considering the sum of the
Primary Tranche; the Secondary Tranche; the Additional Primary Tranches; and the fair value of the Investor Merger, totals R$ 12,923,338.
290.67 (twelve billion, nine hundred twenty-three million, three hundred thirty-eight thousand, two hundred ninety reais and sixty-seven
cents), which will be subject to adjustment mechanisms based on certain financial and operational performance metrics of SPE InfraCo,
according to its business plan (such as indebtedness, working capital, number of HPs and HCs, OPEX
and CAPEX, among others), as agreed between Oi and the Investor.
The effective completion of the Transaction, with the implementation
of the steps described above, in the manner described above, is subject to the approval of CADE and the prior consent of Anatel, as well
as to the fulfillment of usual precedent conditions for transactions of this nature, as provided for in the Agreement.
Oi reaffirms its commitment to keep its shareholders and
the market informed about the development of the subject matter of this Material Fact.
Rio de Janeiro, October 1, 2021.
Oi S.A. – In Judicial Reorganization
Cristiane Barretto Sales
Chief Financial Officer and Investor Relations Officer
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 4, 2021
OI S.A. – In Judicial Reorganization
By: /s/ Cristiane Barretto Sales
Name: Cristiane Barretto Sales
Title: Chief Financial Officer and Investor Relations
Officer
OI (CE) (USOTC:OIBRQ)
Historical Stock Chart
From Aug 2024 to Sep 2024
OI (CE) (USOTC:OIBRQ)
Historical Stock Chart
From Sep 2023 to Sep 2024