November 6, 2017 / 7:11 PM / a year ago

Brazil regulator Anatel demands review of Oi restructuring proposal

SAO PAULO/BRASILIA (Reuters) - The head of Brazil’s telecommunications watchdog, Anatel, demanded on Monday that debt-laden carrier Oi SA (OIBR4.SA) submit its latest restructuring proposal to the regulator before officially filing it with a bankruptcy court.

FILE PHOTO - The logo of Brazilian telecoms company Oi SA is pictured on a payphone in Rio de Janeiro, Brazil November 1, 2017. REUTERS/Ricardo Moraes

Anatel head Juarez Quadros told reporters in Brasilia that the regulator, an Oi creditor due to billions of dollars in unpaid regulatory fines, would wait for the country’s solicitor-general to give an opinion on the company’s proposal before deciding whether or not to vote for it.

Oi on Monday unveiled through a securities filing a restructuring proposal that includes a provision requiring the company to pay bondholders significant annual fees in exchange for capital they would inject into the carrier.

The company said its plan would involve a minimum capital increase of 7.1 billion reais ($2.16 billion), of which 3.5 billion reais would come from a cash injection and 3.6 billion from a debt-for-equity swap.

Quadros said the new plan could create “operational risks” for the company, which filed for Latin America’s largest bankruptcy proceeding ever last year, since it creates additional financial obligations.

In a statement released after Quadros’ comments, Anatel said Oi has 24 hours to present the restructuring plan to the regulator. It added that Anatel will have a representative present at all Oi management meetings.

Bondholders that inject capital into the company would receive an upfront fee of 6 percent on their contribution plus annual fees of 8 percent under the company’s plan. So-called “break-up fees,” resulting from contract breaches by Oi, would be around 10 percent to 13 percent, the company said in the filing.

Oi said earlier on Monday the new proposal would be filed shortly with the court in Rio de Janeiro that oversees Oi’s proceedings to restructure 65 billion reais in debt.

Societé Mondiale, a fund that manages influential shareholder Nelson Tanure’s stake in Oi, said in a statement that it was “satisfied” with the regulator’s demand.

Negotiations around Oi have taken a number of dramatic turns just days before a Nov. 10 creditor vote on a company plan to take the carrier out of bankruptcy protection. The company, the only fixed-line carrier in a third of Brazil’s 5,500 municipalities, filed for bankruptcy protection in July 2016.

On one side, the company - led by Tanure - has been negotiating with a number of distressed-debt and special-situation firms to push through a plan that would result in a huge haircut for many bondholders.

Opposing the company is the Ad Hoc Group of Oi Bondholders, the International Bondholders Committee, and a group of export credit agencies, which together hold about 23 billion reais in debt.

Quadros told reporters that multiple plans could potentially be put on the table for creditors to vote on.

On Friday, Oi’s board, over which Tanure holds sway, appointed two new members to management, ensuring the company plan could formally be presented to creditors despite some internal opposition.

In the Monday filing, Oi said its plan had several dozen “initial approved assignees,” including Bank of America Merrill Lynch (BAC.N), the investment banking unit of Bank of America, Goldman Sachs & Co (GS.N), Morgan Stanley (MS.N) and distressed-asset and special-situations investors such as Aurelius Capital Management, Citadel Investment Group LLC, Solus Alternative Asset Management, KKR and Silver Point.

It was not immediately clear which funds would participate in the capital injection. Many assignees hold significant portions of Oi’s equity and debt.

Corrado Varoli, CEO of G5 Evercore, which is advising the International Bondholders Committee, said the list of funds provided by Oi were those that were eligible to participate. The list of funds that have agreed to Oi’s restructuring plan is much smaller, he said.

Reuters reported on Nov. 1 that Tanure, allied with controlling shareholder Pharol SGPS SA (PHRA.LS), was counting on a new group of bondholders known as G6 to gain support for a new restructuring proposal.

Preferred shares in Oi fell 6.3 percent on Monday to 4.14 reais. Common shares fell 6.8 percent to 4.94 reais.

($1 = 3.28 Brazilian reais)

Additional reporting by Tatiana Bautzer and Ana Mano in Sao Paulo; editing by Robin Pomeroy, Bernadette Baum and Dan Grebler

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