As filed with the Securities and Exchange Commission on June 14, 2018. Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
Oi S.A. – In Judicial Reorganization
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
225 Liberty Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
ADR Division
225 Liberty Street, 21st Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark Bagnall White & Case LLP 200 South Biscayne Boulevard
Miami, FL 33131 (305) 371-2700 | Brian D. Obergfell, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3032 |
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum offering price per unit(1) | Proposed maximum aggregate offering price(2) | Amount of registration fee |
American Depositary Shares representing common shares of Oi S.A. – In Judicial Reorganization | 1,500,000,000 American Depositary Shares | $5.00 | $75,000,000 | $9,337.50 |
| (1) | For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares or portion thereof. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares. |
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
This registration statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt
Filed Herewith as Prospectus |
- Name and address of depositary
| Introductory Article |
- Title of the depositary shares and identity of deposited securities
| Face of Receipt, top center |
Terms of Deposit: | |
| (i) The amount of deposited securities represented by one unit of depositary shares | Face of Receipt, upper right corner |
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
| (iii) The procedure for collection and distribution of dividends | Articles number 4, 12, 14, 15, 18 and 21 |
| (iv) The procedure for transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 14, 15, 17 and 18 |
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
| (viii) Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares | Article number 11 |
| (ix) Restrictions upon the right to transfer or withdraw the underlying securities | Articles number 2, 3, 4, 6, 7 and 21 |
| (x) Limitation upon the liability of the depositary | Articles number 13, 18, 21 and 22 |
| 3. Fees and Charges | Articles number 7 and 8 |
Item - 2.Available Information
| Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Amended and Restated Deposit Agreement dated as of February 27, 2012, as amended, among Oi S.A. – In Judicial Reorganization (formerly known as Oi S.A.), The Bank of New York Mellon, as Depositary, and all Owners and Holdersfrom time to time of American Depositary Shares issued thereunder. – Filed herewith as Exhibit 1. |
| b. | Form of letter dated September 14, 2009 from The Bank of New York Mellon to Brasil Telecom S.A. (now known as Oi S.A. – In Judicial Reorganization) relating to pre-release activities. – Filed herewith as Exhibit 2. |
| c. | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. –See (a) and (b) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
Item - 4.Undertakings
(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 14, 2018.
Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Oi S.A. – In Judicial Reorganization.
| By: | The Bank of New York Mellon |
| | As Depositary |
| | |
| | |
| By: | /s/ Anthony F. Moro |
| Name: | Anthony F. Moro |
| Title: | Managing Director |
Pursuant to the requirements of the Securities Act of 1933, Oi S.A. – In Judicial Reorganization has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Rio de Janeiro, Brazil, on June 14, 2018.
Oi S.A. – In Judicial Reorganization
By:/s/ Eurico de Jesus Teles Neto
Name: Eurico de Jesus Teles Neto
Title: Chief Executive Officer
By:/s/ Carlos Augusto Machado Pereira de Almeida Brandão
Name: Carlos Augusto Machado Pereira de Almeida Brandão
Title: Chief Financial Officer and Investor Relations Officer
Each person whose signature appears below hereby constitutes and appoints Eurico de Jesus Teles Neto and Carlos Augusto Machado Pereira de Almeida Brandão, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on June 14, 2018.
/s/ Eurico de Jesus Teles Neto | Chief Executive Officer |
| Eurico de Jesus Teles Neto | (principal executive officer) |
| | |
| | |
/s/ Carlos Augusto Machado Pereira de Almeida Brandão | Chief Financial Officer and Investor Relations Officer |
| Carlos Augusto Machado Pereira de Almeida Brandão | (principal financial officer) |
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/s/ Carlos Augusto Machado Pereira de Almeida Brandão | Chief Accounting Officer |
| David Tavares neves Nunes | (principal accounting officer) |
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/s/ osé Mauro Mettrau Carneiro da Cunha | Chairman of the Board of Directors |
| José Mauro Mettrau Carneiro da Cunha | |
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/s/ Ricardo Reisen de Pinho | Vice-Chairman of the Board of Directors |
| Ricardo Reisen de Pinho | |
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/s/ Marcos Duarte Santos | Director |
| Marcos Duarte Santos | |
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| /s/ Marcos Rocha | Director |
| Marcos Rocha | |
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/s/ Eleazar de Carvalho Filho | Director |
| Eleazar de Carvalho Filho | |
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/s/ Marcos Grodetzky | Director |
| Marcos Grodetzky | |
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| Cogency Global Inc. | Authorized Representative in the United States |
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By: /s/ Richard Arthur | |
Richard Arthur Assistant Secretary | |
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INDEX TO EXHIBITS
Exhibit Number | Exhibit |
| | |
| 1 | Form of Amended and Restated Deposit Agreement dated as of February 27, 2012, as amended among Oi S.A. – In Judicial Reorganization (formerly known as Oi S.A.), The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. |
| | |
| 2 | Form of letter dated September 14, 2009 from The Bank of New York Mellon to Brasil Telecom S.A. (now known as Oi S.A. – In Judicial Reorganization) relating to pre-release activities. |
| | |
| 4 | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. |
| | |
| 5 | Certification under Rule 466. |
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