OAS S.A. Announces Information Regarding Continuing Restructuring Settlement Negotiations With Certain Holders Of OAS Investments GMBH's 8.25% Senior Notes Due 2019, OAS Finance Limited's 8.00% Senior Notes Due 2021 And OAS Finance Limited's 8.875% Perpetual Notes

SAO PAULO, Sept. 15, 2015 /PRNewswire/ -- OAS S.A. (together with certain of its affiliates, the "Company") previously announced on June 19 and July 9, 2015 that it had 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.  The Company announced today that it has continued to engage in discussions with the Noteholders.

On September 1, 2015, 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.

Continuing Discussions with Noteholders and Brookfield and Confidential Information

As of the date hereof, no agreement concerning the terms of a Transaction (as defined below) has 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. 

On September 1-3, 2015, representatives of the Company and the Company's financial and legal advisors (the "Company Representatives") met in New York with representatives of the Noteholders and the Noteholders' financial and legal advisors (the "Noteholder Representatives") to discuss possible terms for a potential financial restructuring of the Company (a "Transaction").  In addition, on September 3, 2015, at the request of the Noteholders, certain of the Company Representatives and the Noteholder Representatives had a short in-person meeting with representatives of Brookfield Asset Management, Inc. ("Brookfield" and, such representatives of Brookfield, the "Brookfield Representatives") regarding the sale process for certain shares of Investimentos e Participacoes em Infraestrutura S.A. ("Invepar" and, such shares of Invepar, the "Invepar Shares") owned by the Company.  Such meeting was followed by a short telephone conversation between the Brookfield Representatives, certain of the Company Representatives, and certain of the Noteholder Representatives on September 10, 2015.

On September 1, 2015, the Company Representatives provided to the Noteholder Representatives a second written restructuring term sheet representing possible terms of a potential Transaction that was supported by the Company and certain shareholders (the "Second Company Term Sheet").  The Company Representatives provided the Second Company Term Sheet to all of the Noteholder Representatives.  The Second Company Term Sheet represents the second term sheet delivered to date by the Company to the Noteholders. 

At the meeting in New York on September 1, 2015, the Company Representatives presented the Second Company Term Sheet to the Noteholder Representatives and answered questions and made clarifications regarding such term sheet.  In addition, at such meeting, the Company Representatives disclosed that:

• A data room containing documents related to the sale process for the Invepar Shares is open to potential buyers and that several such potential buyers have been in contact with the Company Representatives, with some accessing the data room or discussing access to it; and
• The Company Representatives have been in discussions with certain Brazilian authorities regarding the "Lavo Jato" investigation in Brazil, but were unable to give to the Noteholder Representatives any additional information regarding such discussions.

On September 2, 2015, the Noteholder Representatives suggested that the parties continue to have discussions regarding a possible Transaction relating to all of the potential terms of such Transaction other than the price and sale process for selling the Invepar Shares, the amount and terms of both DIP and Exit financing, the sources of the DIP/Exit financing, the minimum cash distribution payable to Investimentos creditors under such plan, the face amount of the 1st Lien Notes, and the allocation of the 1st Lien Notes between Investimentos creditors and OAS creditors (the "Excluded Terms").

On September 2 and 3, 2015, the parties engaged in negotiations regarding all of such terms other than the Excluded Terms. 

Such negotiations led to the Noteholder Representatives presenting to the Company Representatives on September 10, 2015, a non-binding partial written restructuring term sheet representing possible terms of a potential Transaction (the "Third Noteholder Term Sheet") other than with respect to the Excluded Terms.  Such Term Sheet was non-binding and subject to reaching agreement on the Excluded Terms, and such other items disclosed therein.  The Third Noteholder Term Sheet represents the third term sheet delivered to date by the Noteholders to the Company. 

On September 14, 2015, the Company Representatives provided to the Noteholder Representatives a third written restructuring term sheet representing possible terms of a potential Transaction that was supported by the Company and certain shareholders (the "Third Company Term Sheet").  The Third Company Term Sheet represents the third term sheet delivered to date by the Company to the Noteholders.

During the in-person and telephonic meetings with Brookfield, the Company Representatives and the Noteholder Representatives requested that Brookfield make an offer to acquire the Invepar Shares.  During such meeting, and the subsequent telephonic conference, Brookfield declined to make such offer, or indicate whether it would make an offer, and if so what price it would be willing to pay, or the terms of such possible offer. 

In addition to the disclaimers and qualifiers set forth in the materials themselves, all statements made in the Second Company Term Sheet, the Third Noteholder Term Sheet, and the Third Company 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 Second Company Term Sheet, the Third Noteholder Term Sheet, or the Third Company 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 Second Company Term Sheet, the Third Noteholder Term Sheet, and the Third Company 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 Second Company Term Sheet, the Third Noteholder Term Sheet and the Third Company Term Sheet and copies of documents showing the changes between each of such term sheets, in English and in Portuguese, on its website, available at http://www.oas.com.br.

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