Brasil Telecom S.A. (former name of Oi S.A.) (Incorporated in the Federative Republic of Brazil)

Transcrição

1 SUPPLEMENT DATED AUGUST 21, 2012 TO THE IRISH LISTING PARTICULARS DATED FEBRUARY 17, 2012 US$1,500,000,000 Brasil Telecom S.A. (former name of Oi S.A.) (Incorporated in the Federative Republic of Brazil) 5.75% Senior Notes due 2022 This Supplement (the Supplement ) to the Irish Listing Particulars dated February 17, 2012 (the Irish Listing Particulars ) relating to the 5.75% Senior Notes due 2022 (the Notes ) of Brasil Telecom S.A. (former name of Oi S.A., or Oi ), a company incorporated under the laws of the Federative Republic of Brazil, constitutes a supplement to the Irish Listing Particulars and is prepared in connection with the substitution of Oi Brasil Holdings Coöperatief U.A., a cooperative incorporated and existing under under the laws of the Netherlands and a wholly owned subsidiary of Oi ( Oi Netherlands or the Issuer ), as the issuer of the Notes and the guarantee of the Notes by Oi. Terms defined in the Irish Listing Particulars have the same meanings when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Irish Listing Particulars. This Supplement incorporates Oi s annual report for the year ended December 31, 2011, which includes Oi s audited consolidated financial statements as of and for the year ended December 31, 2011, by reference to the Form 20-F for the year ended December 31, 2011 which Oi filed with the U.S. Securities and Exchange Commission (the Commission ) on April 27, 2012 (the Oi 2011 Annual Report ). By virtue of this Supplement, the Oi 2011 Annual Report is incorporated in, and forms part of, the Irish Listing Particulars (save that any documents that are incorporated by reference in the Oi 2011 Annual Report shall not constitute part of the Irish Listing Particulars). To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Irish Listing Particulars by this Supplement and (b) any other statement in or incorporated by reference in the Irish Listing Particulars, the statements in (a) above will prevail. Save as disclosed in this Supplement, including in the documents incorporated herein by reference, there has been no (a) other significant new factor, material mistake or inaccuracy relating to information included in the Irish Listing Particulars since the publication of the Irish Listing Particulars, (b) material adverse change in Oi s prospects since December 31, 2011, the date of its latest audited financial statements included in the documents incorporated herein by reference, (c) significant change in Oi s financial or trading position since September 31, 2011, the date of Oi s latest unaudited interim financial statements included in the Irish Listing Particulars or (d) governmental, legal or arbitration proceeding (including any such proceedings which are pending or threatened of which Oi is aware), during the past 12 months which may have, or have had, significant effects on Oi or its consolidated financial position or profitability. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Substitution of Issuer and Guarantee of Notes by Oi On July 27, 2012, Oi and the Issuer entered into a Supplemental Indenture with The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the Supplemental Indenture ), amending the Indenture, dated as of February 10, 2012, among Oi, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent, The Bank of New York Mellon Trust (Japan), Ltd., as principal paying agent, and The Bank of New York Mellon (Ireland) Limited, as Irish paying agent (the Indenture ), without the consent of the holders of the Notes as permitted by the Indenture. Under the Supplemental Indenture:

2 The Issuer was substituted as the issuer under the Notes and assumed all of Oi s obligations under the Indenture; and Oi irrevocably and unconditionally guaranteed to each holder of the Notes the due and punctual payment of the principal, interest, Additional Amounts (as defined in the Indenture) and all other amounts payable by the issuer of the Notes under the Indenture as they come due. As a result of the foregoing, the Notes are primary obligations of the Issuer and are fully and unconditionally guaranteed by Oi. In connection with the assumption by Oi Netherlands of the obligations of Oi under the Notes, Oi contributed US$1,540 million to Oi Netherlands, representing an amount equivalent to the outstanding principal and interest on the Notes as of the date of the Supplemental Indenture. By virtue of this Supplement, the Supplemental Indenture, including the Guarantee, is incorporated in, and forms part of, the Irish Listing Particulars. Copies of the Supplemental Indenture, including the Guarantee, will be available (at the expense of the Issuer) at the offices of any paying agent, including the Irish listing agent. For the life of the listing particulars, the documents referred to this paragraph may be inspected, by physical or electronic means. Supplemental Information Regarding the Issuer The Issuer is a direct wholly-owned subsidiary of Oi. The Issuer is a cooperative with excluded liability (cooperatie met uitgesloten aansprakelijkheid) organized under the laws of the Netherlands on April 20, The Issuer is registered in the Dutch Commercial Register under number The address of the registered office of the Issuer is Naritaweg 165 Telestone 8, 1043 BW Amsterdam and its phone number is The sole member of the Issuer is Oi. The articles of association of the Issuer provide for a board of directors composed of not less than one member. All directors of the Issuer are appointed by Oi. The directors of the Issuer are Trust International Management B.V. and Tarso Rebello Dias. Tarso Rebello Dias is an executive officer of Oi. Mr. Rebello Dias business address is Rua Humberto de Campos, 425 8º andar, Leblon, Rio de Janeiro, RJ, Brazil Trust International Management B.V. s address is Naritaweg 165 Telestone 8, 1043 BW, Amsterdam, the Netherlands. As directors of the Issuer, Trust International Management B.V. and Tarso Rebello Dias act in accordance with the interests of Oi, the sole member of the Issuer, subject to compliance with customary fiduciary duties of directors of Netherlands companies. Under the Issuer s articles of association, the Issuer is permitted to engage in any act or activity that is not prohibited under any law for the time being in force in the Netherlands. However, the Issuer s ability to incur indebtedness (other than the Notes and other indebtedness ranking equally with the notes), make investments, pay dividends or distributions on its capital stock, redeem its capital stock or incur liens on its property and assets are substantially limited by the Issuer s articles of association. The Issuer does not have subsidiaries or hold any equity investments. The Issuer does not have any operations independent from Oi. The Issuer s obligations under the Notes have been fully and unconditionally guaranteed by Oi. Accordingly, the ability of the Issuer to pay principal, interest and other amounts due on the Notes will depend upon the financial condition and results of operations of Oi and its consolidated subsidiaries. The financial statements of the Issuer are fully consolidated in the consolidated financial statements of Oi. Risks Relating to the Guarantees Oi's obligations under the guarantees are subordinated to certain statutory preferences. Under Brazilian law, Oi's obligations under the guarantees are subordinated to certain statutory preferences. In the event of a liquidation, bankruptcy or judicial reorganization of Oi, such statutory preferences, including post-petition claims, claims for salaries, wages, social security, taxes and court fees and expenses and claims secured by collateral, among others, will have preference over any other claims, including claims by any investor in respect of the guarantees. In such event, enforcement of the guarantees may be unsuccessful, and noteholders may be unable to collect amounts that they are due under the notes. 2

3 The foreign exchange policy of Brazil may affect the ability of Oi to make money remittances outside Brazil in respect of the guarantees. Under current Brazilian regulations, Brazilian companies are not required to obtain authorization from the Central Bank of Brazil (Banco Central do Brasil) (the Central Bank ), in order to make payments under guarantees in favor of foreign persons, such as the holders of the notes. We cannot assure you that these regulations will continue to be in force at the time Oi is required to perform its payment obligations under the guarantees. If these regulations or their interpretation are modified and an authorization from the Central Bank is required, Oi would need to seek an authorization from the Central Bank to transfer the amounts under the guarantees out of Brazil or, alternatively, make such payments with funds held by Oi outside Brazil. We cannot assure you that such an authorization will be obtained or that such funds will be available. If such authorization is not obtained, we may be unable to make payments to noteholders in U.S. dollars. If we are unable to obtain the required approvals, if needed for the payment of amounts owed by Oi through remittances from Brazil, we may have to seek other lawful mechanisms to effect payment of amounts due under the notes. However, we cannot assure you that other remittance mechanisms will be available in the future, and even if they are available in the future, we cannot assure you that payment on the notes would be possible through such mechanism. Supplemental Information Regarding Oi Corporate Reorganization On February 27, 2012, Tele Norte Leste Participações S.A. ( TNL ), Telemar Norte Leste S.A. ( Telemar ), a subsidiary of TNL, Coari Participações S.A. ( Coari ), a wholly owned subsidiary of Telemar, and Brasil Telecom S.A., a subsidiary of Coari, undertook a corporate reorganization in which: Telemar and Coari engaged in a split-off (cisão) and merger of shares (incorporação de ações) under Brazilian law in which (1) Telemar transferred the shares of Coari that it owned to Coari, (2) Coari assumed a portion of the liabilities of Telemar, (3) the common and preferred shares of Telemar were exchanged for newly issued common and preferred shares of Coari, and (4) Telemar became a wholly-owned subsidiary of Coari; Coari and Brasil Telecom S.A. engaged in a merger (incorporação) under Brazilian law in which Coari merged with and into Brasil Telecom S.A.; TNL and Brasil Telecom S.A. engaged in a merger (incorporação) under Brazilian law in which TNL merged with and into Brasil Telecom S.A.; and the corporate name of Brasil Telecom S.A. was changed to Oi S.A. We refer to these transactions collectively as the corporate reorganization. 3

4 The following chart sets forth the ownership structure of TNL, Telemar and Coari in Brasil Telecom S.A. immediately prior to the corporate reorganization. The percentages in bold italics represent the percentage of the voting capital owned by the parent company of each entity, and the percentages not in bold italics represent the percentage of the total share capital owned by the parent company of each entity. Tele Norte Leste Participações S.A. 98.0% 70.5% Telemar Norte Leste S.A. 100% 100% Coari Participações S.A. 79.6% 49.3% Brasil Telecom S.A. The following chart sets forth the structure of Brasil Telecom S.A. and Telemar immediately following the corporate reorganization. Oi S.A. 100% 100% Telemar Norte Leste S.A. As a result of the corporate reorganization, Oi has consolidated the results of TNL into results as from February 28, The historical consolidated financial statements of Oi will not be restated to account for the impacts of the corporate reorganization on a retroactive basis. Board of Directors Summaries of the business experience, areas of expertise and principal outside business interests of Oi s current directors and their alternates can be found on pages under Item 6. Directors, Senior Management and Employees Board of Directors of the Oi 2011 Annual Report. The business address of each of Oi s current directors and alternate directors is: Directors: (i) José Mauro Mettrau Carneiro da Cunha (chairman), Praia de Botafogo, 300, 11 andar, Botafogo, Rio de Janeiro, RJ, Brazil; (ii) João Carlos de Almeida Gaspar, Rua Joaquim Floriano, 100, conj. 191, Itaim Bibi, , São Paulo, SP, Brazil; (iii) Zeinal Abedin Mahomed Bava and Shakhaf Wine, Rua Borges de Medeiros, 633, conj. 301, , Rio de Janeiro, RJ, Brazil; (iv) Armando Galhardo Nunes Guerra Júnior, Av. Contorno, 8080, Bairro Lourdes, , Belo Horizonte, MG, Brazil; (v) Sergio Franklin Quintella, Praia de Botafogo, 190, 12º andar, , Rio de Janeiro, RJ, Brazil; (vi) Renato Torres de Faria and Rafael Cardoso Cordeiro, Av. do Contorno, 8123, Cidade Jardim, , Belo Horizonte, MG, Brazil; (vii) Fernando Magalhães Portella, Rua Angelina Maffei Vita, 200, 11º andar, , Jardim Paulistano, São Paulo, SP, Brazil; (viii) Alexandre 4

5 Jereissati Legey and Pedro Jereissati, Rua Angelina Maffei Vita, 200, 9º andar, , Jardim Paulistano, São Paulo, SP, Brazil; (ix) Cristiano Yazbek Pereira, Rua Angelina Maffei Vita, 200, 10º andar, , Jardim Paulistano, São Paulo, SP, Brazil; (x) Fernando Marques dos Santos, Avenida Republica do Chile, 100, 21 andar, Centro, , Rio de Janeiro, RJ, Brazil; (xi) José Valdir Ribeiro dos Reis, SBS Ed. Casa de São Paulo, Térreo, , Brasília, DF, Brazil; (xii) Carlos Fernando Costa, Rua do Ouvidor, 98, 9º andar, Centro, , Rio de Janeiro, RJ, Brazil; and (xiii) Carlos Augusto Borges, SCN, Quadra 02, Bloco "A", Edifício Corporate Financial Center, 11 andar, Brasília, DF, Brazil. Alternate Directors: (i) José Augusto da Gama Figueira, Praia de Botafogo, 300, 11 andar, Botafogo, Rio de Janeiro, RJ, Brazil; (ii) Antonio Cardoso dos Santos, SQS, nº 112, Bloco C, apto. 602, , Brasília, DF, Brazil; (iii) Luis Miguel da Fonseca Pacheco and Abílio Cezário Lopes Martins, Rua Borges de Medeiros, 633, conj. 301, , Rio de Janeiro, RJ, Brazil; (iv) Paulo Márcio de Oliveira Monteiro, Bruno Gonçalves Siqueira, Carlos Fernando Horta Bretas and André Sant'anna Valladares de Andrade, Av. do Contorno, 8123, Cidade Jardim, , Belo Horizonte, MG, Brazil; (v) Carlos Jereissati, Carlos Francisco Ribeiro Jereissati, Cristina Anne Betts and Erika Jereissati Zullo, Rua Angelina Maffei Vita, 200, 9º andar, , Jardim Paulistano, São Paulo, SP, Brazil; (vi) Laura Bedeschi Rego de Mattos, Avenida Republica do Chile, 100, 13 andar, Centro, , Rio de Janeiro, RJ, Brazil; (vii) Luciana Freitas Rodrigues, Praia de Botafogo, 501, 4º andar, , Botafogo, Rio de Janeiro, RJ, Brazil; (viii) Marcelo Almeida de Souza, Rua do Ouvidor, 98, 8º andar, Centro, , Rio de Janeiro, RJ, Brazil; and (ix) Alcinei Cardoso Rodrigues, SCN, Quadra 02, Bloco "A", Edifício Corporate Financial Center, 11 andar, Brasília, DF, Brazil. General Information Copies of the articles of association of the Issuer will be available (at the expense of the Issuer) at the offices of any paying agent, including the Irish listing agent. For the life of the listing particulars, the documents referred to this paragraph may be inspected, by physical or electronic means. There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), during the past 12 months which may have, or have had, significant effects on the Issuer or its financial position or profitability. There are no potential conflicts of interests between any duties to the Issuer of the Issuer s directors. 5