€600 Bond Offering by Oi and First Ever One-Day “Switch” Tender Offer by a Corporate Issuer

Cleary Gottlieb represented Banco Santander, BB Securities, HSBC, Merrill Lynch, Banco Bradesco BBI, Citigroup Global Markets, Deutsche Bank, Banco BTG Pactual, BNP Paribas and Itau BBA, as underwriters in a Rule 144A/Reg. S offering of €600 million (approximately $670 million) principal amount of 5.625% notes due 2021 and a concurrent one-day invitation to holders of certain series of outstanding notes of Oi and its direct wholly-owned subsidiary Portugal Telecom International Finance B.V. to tender such notes for cash.

The new notes were issued by Oi Brasil Holdings Coöperatief U.A., a direct wholly-owned subsidiary of Oi, which acted as guarantor. Merrill Lynch, Banco Santander and BB Securities acted as dealer managers and HSBC acted as billing and delivery bank for the concurrent tender offer, which closed on June 11, 2015. The new notes offering closed on June 22, 2015.

Oi is one of the principal integrated telecommunications providers in Brazil, and this was the first ever one-day “switch” tender offer by a corporate issuer. Cleary has previously represented several sovereign issuers in one-day “switch” tender offers.