UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OI S.A.
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(Name of Issuer)
Preferred Shares, without par value,
each represented by American Depositary Shares
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(Title of Class of Securities)
670851401
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(CUSIP Number)
December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 11
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CUSIP No. 670851401 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
19,006,517
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
19,006,517
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
19,006,517
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
12.1 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 11
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CUSIP No. 670851401 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
19,006,517
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
19,006,517
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
19,006,517
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
12.1 %
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12. Type of Reporting Person
BD-IA
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Page 3 of 11
Item 1(a). Name of Issuer:
OI S.A.
Item 1(b). Address of Issuer's Principal Executive Offices:
Rua General Polidoro, No. 99, 5th floor/part-Botafogo
22280-001 Rio de Janeiro,RJ
Federative Republic of Brazil
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.
200 West Street
New York, NY 10282
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
Item 2(d). Title of Class of Securities:
Preferred Shares, without par value,
each represented by American Depositary Shares
Item 2(e). CUSIP Number:
670851401
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman Sachs & Co. LLC
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs & Co. LLC
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 4 of 11
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect, other than activities solely
in connection with a nomination under Section 240.14a-11.
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*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 5 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 9, 2018
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
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Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 6 of 11
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
Page 7 of 11
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Preferred Shares, without par value, each represented by American Depositary
Shares,of OI S.A. and further agree to the filing of this agreement as an
Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 9, 2018
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 8 of 11
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"),
a broker or dealer registered under Section 15 of the Act and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940. Goldman Sachs is a subsidiary of GS Group.
Page 9 of 11
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas, acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
Act), which may be required of the Company with respect to securities which
may be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each side Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said Attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 10 of 11
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li and Veruna Stanescu on
October 21, 2016.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 26, 2017.
GOLDMAN SACHS & CO. LLC
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 11 of 11