R$7.7 Billion Global Equity Offering by Oi

May 2, 2014

Cleary Gottlieb represented BTG Pactual, BofA Merrill Lynch, Barclays, Citigroup, Credit Suisse, Espirito Santo Investment Bank, HSBC, Banco do Brasil Securities, Bradesco BBI, Caixa Banco de Investimentos, Goldman Sachs, Itaú BBA, Morgan Stanley and Santander, as underwriters in the global offering, registered in the United States and Brazil, by Oi of R$7.7 billion (approximately US$3.4 billion) in common shares and preferred shares (including in the form of American Depositary Shares). The offering was part of an approximately R$13.2 billion (US$5.9 billion) capital increase of Oi, which included a concurrent subscription of common shares and preferred shares by Portugal Telecom SGPS, in exchange for certain of Portugal Telecom’s assets.

Oi is one of the principal integrated telecommunications providers in Brazil. The transaction was a step in the merger of Oi and Portugal Telecom, the largest telecommunications provider in Portugal, which was announced in October 2013. According to media reports, this was the largest equity offering in Latin America so far this year and the largest equity offering in Brazil since 2010. The transaction closed on May 2, 2014.