OAS S.A. Announces Presentation Of Plan Of Reorganization And Information Regarding Restructuring Settlement Negotiations With Certain Holders Of OAS Investments GMBH's 8.25% Senior Notes Due 2019, OA

SAO PAULO, June 20, 2015 /PRNewswire/ -- OAS S.A. (together with certain of its affiliates, the "Company") announced yesterday that it has presented a plan of reorganization to the First Specialized Bankruptcy Court of Sao Paulo, Brazil. 

In addition, the Company announced yesterday that it had previously engaged in negotiations with certain holders of, or managers of entities holding beneficial interests in, the above-captioned notes (the "Notes," and such holders of the Notes, together with the managers of entities holding beneficial interests in the Notes, the "Noteholders") of which approximately US$1.775 billion in principal amount plus accrued interest is outstanding. 

Prior to the date hereof, the Company executed confidentiality agreements (the "Confidentiality Agreements") with the Noteholders to facilitate discussions concerning the Company's capital structure and potential alternatives for a proposed restructuring of the Company.  Pursuant to the Confidentiality Agreements, the Company agreed to disclose publicly after the expiration of a period set forth in the Confidentiality Agreements certain information regarding the discussions and/or negotiations that have taken place between the Company and the Noteholders concerning a restructuring of the Company, as well as all material and certain other confidential information concerning the Company that the Company has provided to the Noteholders (the "Confidential Information").  The information included in this press release and certain information posted on the Company's website referenced herein is being furnished to satisfy the Company's public disclosure obligations of all material and certain other Confidential Information under the Confidentiality Agreements.  The Confidentiality Agreements have terminated in accordance with their terms, except as otherwise provided in the Confidentiality Agreements.

Discussions with Noteholders

Representatives of the Company and the Company's financial and legal advisors (the "Company Representatives") met with representatives of the Noteholders and the Noteholders' financial and legal advisors (the "Noteholder Representatives") beginning during the week of June 8, 2015 to negotiate the terms of a potential financial restructuring of the Company (a "Transaction") between the Noteholders and the Company pursuant to which the Noteholders would support a Transaction.  As of the date hereof, an agreement concerning the terms of a Transaction has not been reached.  While negotiations between the Noteholders and the Company may continue in the future, there can be no assurance that negotiations will continue or if they do continue that they will result in an agreement regarding the terms of a Transaction. 

In connection with the negotiations, the Company Representatives held in-person meetings with the Noteholder Representatives on June 9, 2015 and June 10, 2015. 

Confidential Information

Specifically, during the course of the negotiations, the Company Representatives presented certain potential written restructuring scenarios (the "Scenarios").  In addition, the Company Representatives provided written answers to certain questions (the "Answers") posed by certain of the Noteholder Representatives in writing prior to June 8, 2015.  On June 10, 2015, the Noteholder Representatives provided to the Company Representatives a written restructuring term sheet representing the terms of a potential Transaction (the "Noteholder Term Sheet").  On June 16, 2015, in response to the Noteholder Term Sheet, the Company Representatives submitted to the Noteholder Representatives a written restructuring term sheet representing the terms of a potential Transaction (the "Company Term Sheet").  The Noteholder Term Sheet represents the only term sheet or proposal delivered to date by the Noteholders to the Company concerning the terms of a Transaction.  The Scenarios and the Company Term Sheet represent the only term sheets or proposals delivered to date by the Company to the Noteholders concerning the terms of a potential Transaction. 

In addition to the disclaimers and qualifiers set forth in the materials themselves, all statements made in the Scenarios, the Company Term Sheet, and the Noteholder Term Sheet are in the nature of settlement discussions and compromise, are not intended to be and do not constitute representations of any fact or admissions of any liability, and are for the purpose of attempting to reach a consensual compromise and settlement.  Nothing contained in the Scenarios, the Company Term Sheet, and the Noteholder Term Sheet is intended to or shall be construed to be an admission or a waiver of any rights, remedies, claims, or causes of action or defenses. The information contained in the Scenarios, the Company Term Sheet, and the Noteholder Term Sheet is for discussion purposes only and shall not constitute a commitment to vote for or consummate any transaction described therein.  The Noteholders have informed the Company that none of the Noteholders is a temporary insider or fiduciary of the Company or any of its subsidiaries or affiliates or any creditor or equity owner of the Company or any of its subsidiaries or affiliates, and each of the Noteholders expressly disclaims any purported fiduciary duty to any such parties.

The Company has published the Scenarios, the Answers, the Noteholder Term Sheet and the Company Term Sheet, in English and in Portuguese, on its website, available at http://www.oas.com.br/oas-com-1/home.htm.

OAS - Comunicacao++ 55 11 3874-2020

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SOURCE OAS S.A.