By Stephanie N. Rotondo
Phoenix, April 29 - Oi SA priced a global offering of preferred stock, according to a press release published Tuesday.
The securities were sold both in Brazil and internationally.
A total of 4.28 billion preferred shares were sold, including 828.88 million American Depositary Shares representing one preferred share. In Brazil, the preferreds were offered at R$2.00 per share, while the ADS were offered internationally at $0.894 per share.
The preferred sale was done concurrently with a sale of common stock.
Total proceeds - including the common stock offering - was approximately $5.87 billion, including the R$5.7 billion in preferred and common shares purchased by Portugal Telecom SGPS SA and the R$1.09 billion of both shares purchased by Caravelas Fundo de Investimentos em Acoes.
Dividends on the preferreds have a priority minimum non-cumulative status, meaning that dividends must be paid on the preferreds before the common shares. The dividend will equal the greater of 6% per year in regards to a pro rata share of capital or 3% per year of the pro rata share of the book value of shareholder equity.
Common dividends have a minimum mandatory dividend, equal to 25% of annual adjusted net profits.
Brazilian underwriters include Banco BTG Pactual SA; BofA Merrill Lynch Banco Multiplo SA; Banco Barclays SA; Citigroup Global Markets Brasil, Corretora de Cambio, Títulos e Valores Mobiliarios; Banco de Investimentos Credit Suisse (Brasil) SA; BES Investimento do Brasil SA - Banco de Investimento; HSBC Bank Brasil SA - Banco Multiplo; BB - Banco de Investimento SA; Banco Bradesco BBI SA; Banco Caixa Geral - Brasil SA; Goldman Sachs do Brasil Banco Multiplo SA; Banco Itau BBA SA; Banco Morgan Stanley SA; and Banco Santander (Brasil) SA.
International underwriters are Banco BTG Pactual SA - Cayman Branch; BofA Merrill Lynch; Barclays; Citigroup Global Markets Inc.; Credit Suisse Securities (USA) LLC; Banco Espirito Santo de Investimento SA; HSBC Securities (USA) Inc.; Banco do Brasil Securities LLC; Banco Bradesco BBI SA; Caixa - Banco de Investimento, SA; Goldman Sachs & Co.; Itau BBA USA Securities Inc.; Morgan Stanley & Co. LLC; and Santander Investment Securities Inc.
Banco BTG Pactual (Cayman) will have an international over-allotment option of 575.12 million preferred shares and 287.55 million common shares. The main bank will have an option of selling the same amount of additional preferred and common shares to the Brazilian community.
Proceeds will be used to pay down debt.
Oi is a Rio de Janeiro-based integrated telecommunications service provider.
| Issuer: | Oi SA
|
| Pricing date: | April 29
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| Brazilian settlement date: | May 5
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| International settlement date: | May 2
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| Preferred ADS listing: | NYSE: OIBR
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| Common ADS listing: | NYSE: OIBR.C
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| Preferred stock listing: | Sao Paulo: OIBR4
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| Common stock listing: | Sao Paulo: OIBR3
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|
|
| Preferred Stock
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| Amount: | 4.28 billion shares, including 828.88 million American Depositary Shares
|
| Dividend: | Greater of 6% per year in regards to a pro rata share of capital or 3% per year of the pro rata share of the book value of shareholder equity
|
| Brazilian offering price: | R$2.00 per share
|
| International offering price (ADS): | $0.894 per share
|
| International greenshoe: | 575.11 million shares
|
|
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| Common stock
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| Amount: | 2.14 billion shares, including 396.58 million ADS
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| Brazilian offering price: | R$2.17 per share
|
| International offer price: (ADS): | $0.97 per share
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| International greenshoe: | 287.55 million shares
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