White & Case LLP and BMA - Barbosa, Müssnich, Aragão are lined up for Brazil's biggest ever bankruptcy proceedings, after regular client Brazilian telecoms company Oi filed for bankruptcy protection at home and in New York last week.
Oi, Brazil's biggest fixed-line and fourth largest mobile operator, filed for its Chapter 15 application in New York on 22 June.
The company's debt is estimated at some 65.4 billion reais (US$19.3 billion), making the bankruptcy the largest ever filed in Brazil. A team from BMA in Rio de Janeiro and Rosman, Penalva, Souza Leão, Franco e Advogados are representing the company in domestic proceedings, which began after restructuring talks with creditors failed. Basílio Advogados and Galdino, Coelho, Mendes Advogados are also thought to be advising Oi, but this could not be confirmed prior to publication.
The company's ad hoc group of bondholders have hired Cleary Gottlieb Steen & Hamilton in New York and Pinheiro Neto Advogados in Sao Pãulo. Dutch firm Houthoff Buruma, US firm Quinn Emanuel Urquhart & Sullivan LLP and Chadbourne & Parke LLP are advising various other creditors.
Oi's Chapter 15 filing is intended to shield its assets from Capricorn Capital, an affiliate of New York-based hedge fund Aurelius Capital Management, one of its bondholders. The bankruptcy relief granted to the wireless carrier includes an automatic stay under section 362 of the US bankruptcy code, which applies to Oi and its assets within the territorial jurisdiction of the US. It stipulates the automatic stay will only apply to US "operating contracts" and not bond indentures. On 23 June, Oi also had its request for bankruptcy protection recognised by courts in England and Wales.
Oi owes US$19 billion to creditors and blames its financial distress on changes in leadership, poorly managed mergers, and Brazil's worsening economy. The company has also struggled to adapt to a shift from fixed-line telephone services to mobile.
The company announced plans for a merger with Telecom Italia's TIM in 2015, which later fell through. Oi merged with Portugal Telecom in 2014, drawing on White & Case and BMA, having joined forces with Brasil Telecom in 2010, after a change to Brazil's telecoms law made the deal possible. Both deals contributed to its increasing debt burden.
The bankruptcy filings come after record numbers of Brazilian companies filed for protection from creditors in 2015 amid a recession and political upheaval in the country. Constructor OAS, oil logistics company Lupatech, and sugar and ethanol producer Tonon are examples of high-profile names to have entered restructuring proceedings in recent years.
Counsel to Oi
White & Case LLP - Partner John Cunningham and associate Mark Franke in New York, partners Richard Kebrdle and Jason Zakia and associate Laura Femino in Miami
Counsel to Oi
BMA - Barbosa, Müssnich, Aragão - Partners Luiz Antonio Campos, Rafael Padilha Calábria, Felipe Galea and Anna Carolina Malta, and associates Cinthia Mamede Achao, Felipe Rosa Bon, Clarisse Schliekmann, Giovanna Luz Podcameni, Conrado Rasmussen Chaves and Juliana Monnerat Cordeiro in Rio de Janeiro
Counsel to the ad hoc group of bondholders
Cleary Gottlieb Steen & Hamilton - Partner Richard Cooper in New York
Pinheiro Neto Advogados - Partners Giuliano Colombo, Tiago Themudo Lessa and Raphael de Cunto, and associates Guilherme Sampaio Monteiro, Joana Bontempo, Julia Arruda, Ana Beatriz Araujo Ribeiro do Valle, Marcelo Azevedo Fajnzylber and Andrea Maria Pereira Guilherme in São Paulo
Counsel to Capricorn
Counsel to Syzygy Capital Management
Quinn Emanuel Urquhart & Sullivan LLP
Counsel to the Bank of New York Mellon
Chadbourne & Parke LLP