Filing Details

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

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 12, 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.

 

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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.

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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.

 

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Introductory Statement

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 6”) 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 and Amendment No. 5 filed on August 16 (the “Original Schedule 13D”, and together with Amendment No. 6, 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 with following:

 

The information in Item 3 and 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.

 

Much of these sales reflect a reduction in exposure for certain accounts with a fixed income orientation, as opposed to those with a greater capacity for reorganized equity securities.

 

On August 19, 2019, certain of the Funds and Managed Accounts sold an aggregate of 2,567,800 Common Shares in multiple open market transactions through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a price of BRL 1.126125477 per share.

 

On August 20, 2019, certain of the Funds and Managed Accounts surrendered 1,556,162 ADSs to the depositary and withdrew 7,780,810 Common Shares from the depositary.

 

On August 22, 2019, certain of the Funds and Managed Accounts surrendered 424,247 ADSs to the depositary and withdrew 2,121,235 Common Shares from the depositary.

 

On August 22, 2019, certain of the Funds and Managed Accounts surrendered 1,736,553 ADSs to the depositary and withdrew 8,682,765 Common Shares from the depositary.

 

On August 26, 2019, certain of the Funds and Managed Accounts surrendered 606,684 ADSs to the depositary and withdrew 3,033,420 Common Shares from the depositary.

 

On August 29, 2019, certain of the Funds and Managed Accounts sold an aggregate of 24,000,000 Common Shares in multiple open market transactions through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a price of BRL 0.956893 per share.

 

On August 30, 2019, certain of the Funds and Managed Accounts sold an aggregate of 28,000,000 Common Shares in multiple open market transactions through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a price of BRL 1.12171 per share.

 

On September 2, 2019, certain of the Funds and Managed Accounts sold an aggregate of 3,000,000 Common Shares in multiple open market transaction through a brokerage entity on the B3 S.A. – Brasil, Bolsa, Balcão at a price of BRL 1.268433 per share.

 

On September 9, 2019, certain of the Funds and Managed Accounts surrendered 10,046,692 ADSs to the depositary and withdrew 50,233,460 Common Shares from the depositary.

 

On September 12, 2019, certain of the Funds and Managed Accounts surrendered 62,953,308 ADSs to the depositary and withdrew 314,766,540 Common Shares from the depositary.

 

On September 12, 2019 certain of the Funds and Managed Accounts sold an aggregate of 53,085,000 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 1.194838 per share. These shares were sold in multiple transactions at prices ranging from BRL 1.18 to 1.24.

 

 

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 16, 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