UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of March 2019
Commission File Number: 1-15256
_____________________
OI S.A. – In Judicial Reorganization
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Rua Humberto de Campos, No. 425, 8th floor – Leblon
22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý Form 40-F: o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):
Yes: o No: ý
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes: o No: ý
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes: o No: ý
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
Oi S.A. – In Judicial Reorganization
Corporate Taxpayers’ Registry (CNPJ/MF) No. 76.535.764/0001-43
Board of Trade (NIRE) No. 33.300.29520-8
Publicly-Held Company
NOTICE TO THE MARKET
Oi S.A. – In Judicial Reorganization, pursuant to Article 12 of CVM Instruction No. 358/02, announces that it has received, on this date, correspondence from Goldentree Asset Management LP, with the following information:
“New York, New York — U.S.A., March 22, 2019
OIS.A. - In Judicial Reorganization
Rua Humberto de Campos, 425 - 8° floor
Leblon - Rio de Janeiro
RJ, Brazil - 22430-190
Attn.: Sr. Carlos Augusto Machado Pereira de Almeida Brandão
Chief Financial Officer and Investor Relations Officer
Ref: Disclosure of significant ownership interest in OI S.A. — In Judicial Reorganization
Dear Sirs,
Goldentree Asset Management LP, investment advisor of Goldentree Asset Management Lux Sarl, enrolled in the Brazilian Legal Entities Taxpayers Registry (“CNPJ/MF”) under the No. 23.384.203/0001-24, and its related entities and individuals (“Goldentree”), in their capacity as discretionary investment management (administradora de carteiras) outside Brazil, in compliance with the Article 12 of the CVM Instruction No. 358, dated January 3, 2002, as amended (“CVM Instruction 358”), hereby submits, respectfully, the attached information, given the fact that discretionary investment management clients outside Brazil and its affiliates under their administration have reduced their ownership interest, reaching 14,95% of all common shares issued by Oi S.A. - In Judicial Reorganization (“Company”), which corresponds to, currently, (i) 315.474.441 common shares; and (ii) 551.269.835 common shares in form of 110.253.967 American Depositary Shares; corresponding to a total of 866.744.276 common shares of the Company (“Trade”).
The Trade does not involve a change in the composition of corporate control or a specific change in the management structure of the Company other than within the rules of the approved judicial recovery plan and ongoing exercise of voting rights arising out of the shares held. Currently there is no specific percentage of the shares that we intend to buy or sell and we may carry out additional purchases or sales. No other related entities of Goldentree hold any interest in the Company. Except for the Warrants, there are no other securities, including convertible debentures, already held, directly or indirectly, by Goldentree, nor any agreement or contract regulating voting rights or the purchase and sale of securities issued by the Company, to which Goldentree is a party.
Please do not hesitate to contact us should you need any further clarifications. For any matters relating to this letter, please contact Citibank Distribuidora de Títulos e Valores Mobiliários S.A. in Brazil, enrolled in the CNPJ/MF under No. 33.868.597/0001-40.
Please do not hesitate to contact us should you need any further clarifications.
Very truly yours,
Goldentree Asset Management LP
(and related entites/individuals e entidades coligadas e pessoas vinculadas)
Peter Alderman
Vice President”
Rio de Janeiro, March 25, 2019.
Oi S.A. – In Judicial Reorganization
Carlos Augusto Machado Pereira de Almeida Brandão
Chief Financial Officer and Investor Relations Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 25, 2019
OI S.A. – In Judicial Reorganization
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