OIBR.C Oi SA

RIO DE JANEIRO, Brazil, Feb. 12, 2015 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company") (Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), pursuant to art. 157, paragraph 4 of Law No. 6,404/76 and Instruction No. 358/02 of the Brazilian Securities and Exchange Commission (Comissao de Valores Mobiliarios – CVM), informs its shareholders and the market in general, in furtherance of the Material Fact dated January 26, 2015 ("Material Fact"), that, on this date, the general meeting of debenture holders (the "Debenture Holders") of the 5th Issuance of Non-Convertible into Shares, Unsecured Debentures, in Two Series, for Public Distribution ("General Meeting of Debenture Holders" and "5^th Issuance," respectively) was held.

The General Meeting of Debenture Holders approved the matters listed below:

A) approve the authorization to complete the corporate restructuring, through the merger of shares of the Company by Telemar Participacoes S.A. that results in the increase in the level of the Company's corporate governance on the BM&F Bovespa S.A. – Bolsa de Valores, Mercadorias e Futuros ("BM&F Bovespa"), pursuant to Article 231 of the Brazilian Corporations Law, with the migration of the Company's shareholder base to the Novo Mercado of the BM&F Bovespa, resulting in the Company assuming the obligations included in the minutes of the General Meeting of Debenture Holders of the 5^th Issuance.

B) approve the temporary waiver of the calculation of financial covenants described in Clause 6.21, item XV, of the Indenture, during the 4 (four) quarters of 2015, which should conform to the below:

B.1) the ratios calculated from the financial covenants referred to above should return to be those currently included in Clause 6.21, item XV of the Indenture (i.e., the ratio of the Company's Total Gross Debt to EBITDA shall be less than or equal to 4.00, based on the Company's consolidated shareholders' equity, and the ratio of the Company's EBITDA to Debt Service shall be greater than or equal to 1.75, based on the Company's consolidated shareholders' equity) should be reinstated beginning in the first quarter of 2016 (inclusive), with the respective amendment to the Indenture, but without the need for a new meeting of Debenture Holders, authorizing the trustee to enter into a new amendment to the Indenture in order to reestablish the financial covenants originally included in Clause 6.21, item XV of the Indenture.

C) As a result of the ratification of the approval of items A and B above, approve (i) payment to the Debenture Holders of the Waiver Fee by the Company in an amount equivalent to 100 bps (flat), calculated based on the nominal value of the Debentures, updated based on the remuneration of the Debentures ("Waiver Fee" and "Updated Nominal PU"), considering for such calculation the Updated Nominal PU calculated on the date of payment of the Waiver Fee, observing the procedures described in the minutes of the General Meeting of Debenture Holders and (ii) the option of Mandatory Acquisition, observing the procedures described in the minutes of the General Meeting of Debenture Holders.

D) Authorize the trustee to adopt any and all procedures necessary to implement the resolutions described above, including, without limitation, the execution of the Amendment to the Indenture on behalf of the Debenture Holders.

The minutes of the general meeting of the Debenture Holders of the 5^th Issuance held today were disclosed on the IPE system of the CVM and the Company's website.

The Company will timely disclose to the Debenture Holders more detail regarding the Waiver Fee payment.

The Company will keep its shareholders and the market in general informed of any relevant subsequent events related to the topics discussed in this Material Fact.

Rio de Janeiro, February 12, 2015.

Additional Information and Where to Find It:

This communication is not an offering document and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval in any jurisdiction in which distribution of an offering document or such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

This communication contains information with respect to the proposed merger of shares (incorporacao de acoes) between TmarPart and Oi.

In connection with the proposed merger of shares between TmarPart and Oi, TmarPart plans to file with the SEC (1) a registration statement on Form F-4, containing a prospectus which will be mailed to shareholders of Oi (other than non-U.S. persons as defined in applicable rules of the SEC), and (2) other documents regarding the proposed merger of shares.

We urge investors and security holders to carefully read the relevant prospectus and other relevant materials when they become available as they will contain important information about the proposed merger of shares.

Investors and security holders will be able to obtain the documents filed with the SEC regarding the proposed mergers, when available, free of charge on the Commission's website at www.sec.gov or from TmarPart or Oi.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/oi-sa-resolutions-of-the-general-meeting-of-debenture-holders-of-the-5th-issuance-300035737.html

SOURCE Oi S.A.