Credores ficam com até 75% da Oi

Por Valor Econômico

Depois de 18 meses, a Oi concluiu na madrugada de ontem um capítulo decisivo da sua recuperação judicial, a maior já realizada no país, com a aprovação pelos credores de um plano que reduz a dívida bruta da companhia em aproximadamente 40%, para um patamar em torno de R$ 38,5 bilhões. Numa assembleia de credores que durou cerca de 15 horas ficou decidido que os credores receberão, de saída, até 75% do capital da empresa com a conversão inicial de dívidas em participação acionária, estimada para ocorrer num prazo aproximado de seis meses. A reunião serviu para ratificar a injeção de R$ 4 bilhões em novos recursos na companhia, por meio de um aumento de capital.

A aprovação maciça do plano pelos credores presentes à reunião significou, na prática, uma derrota para dois dos principais acionistas da operadora, o investidor Nelson Tanure e a empresa portuguesa Pharol (ex-Portugal Telecom). Segundo apurou o Valor, se todos os detentores de títulos (“bondholders”) da Oi optarem por participar da conversão inicial de créditos em ações, ficando então com uma fatia de 75% do capital social, os atuais acionistas teriam suas participações diluídas a um quarto do tamanho atual.

Com isso, o Société Mondiale – fundo que concentra os investimentos de Tanure na Oi – veria sua fatia na empresa encolher dos atuais 5,28% do capital social para algo em torno de 1,3%. Posteriormente, com o aumento de capital previsto para ocorrer até 28 de fevereiro de 2019, a diluição dos atuais acionistas se ampliaria, com a participação dos credores podendo chegar a até 90%.

Em nota, o Société Mondiale atacou com virulência o plano aprovado ontem, classificado como “lesivo à empresa”, por “promover uma desapropriação maciça de seu patrimônio”. Num ataque direto ao presidente da Oi, Eurico Teles, o acionista afirma que o plano “resultou de um conluio entre um indivíduo e um grupo de especuladores internacionais”. Já os dois principais grupos de “bondholders” da Oi – assessorados pelo banco Moelis e pela consultoria G5/Evercore – consideraram o resultado da assembleia extremamente positivo. Ambos votaram a favor da proposta.

“É o melhor plano? É um plano que busca nesse momento alinhar as necessidades da companhia e dos interesses dos credores. A operadora ainda vai ter muitos desafios pela frente, de governança e busca equilíbrio do ponto de vista de gestão financeira, de buscar contratos, pois a empresa perdeu muitos contratos ao longo desse tempo”, resumiu credor financeiro que preferiu não se identificar.

A opção de converter dívida em participação acionária – disponível apenas para os “bondholders” – não deve ser exercida por todos os detentores de títulos: a expectativa é de que, em vez de 75% da companhia, estes credores fiquem inicialmente com 70%.

Contrário à diluição prevista no plano, Tanure deflagrou na semana passada uma série de ataques nas esferas jurídica e regulatória contra a proposta apresentada à Justiça por Eurico Teles em 12 de dezembro. Foi essa proposta, com ajustes sugeridos pelos credores durante a assembleia, que resultou no plano aprovado ontem.

Entre os grandes credores públicos, a Agência Nacional de Telecomunicações (Anatel) foi a única a votar contra. Ontem, o regulador informou que não se opõe ao plano como um todo, mas só ao tratamento dado aos seus créditos. O entendimento da agência é de que esses valores não deveriam estar incluídos na recuperação judicial.

“Foi um apoio absurdo [em todas as classes de credores]. Ficou evidente quem era o problema”, ironiza um representante dos “bondholders”, numa referência a Tanure. Apesar de deter uma participação muito inferior à da Pharol, era Tanure quem dava as cartas no conselho de administração. Ele também influenciou diretamente as três primeiras versões do plano.

A situação mudou a partir do fim de novembro, com a decisão judicial que deu ao presidente Eurico Teles poderes para fechar uma nova proposta sem ter de passar pelo crivo do conselho de administração. Um dos resultados dessa “independência” foi a inclusão no plano de cláusulas referentes à governança corporativa. A partir da homologação do plano pela Justiça, prevista para fevereiro, será empossado um conselho de transição com nove membros – seis escolhidos do colegiado atual e outros três indicados por “bondholders” que já se comprometeram a participar do aumento de capital.

Uma vez concluída a conversão de dívida em ações, que deve ocorrer em cerca de seis meses, a empresa passará a ter uma nova base acionária. Será, então, realizada uma Assembleia Geral Extraordinária (AGE) de acionistas que elegerá um novo conselho de administração. A previsão é que Teles e o diretor financeiro da Oi, Carlos Brandão, permaneçam na empresa por um ano a contar da homologação do plano pela Justiça.

Ontem, após o encerramento da Assembleia Geral de Credores (AGC), o diretor-presidente da Oi confirmou que a companhia já tem garantias firmes de credores interessados em participar de um futuro aumento de capital no valor de R$ 4 bilhões. Documento obtido pelo Valor mostra que o fundo GoldenTree Asset Management deverá ser responsável por quase um quinto (19,83%) dos recursos a serem aportados na capitalização. O aporte de recursos não seria feito pelo próprio GoldenTree, mas em nome de outros fundos e contas que têm seus investimentos gerenciados por ele.

A Solus Alternative Asset Management, que durante muito tempo foi citada como aliada de Nelson Tanure, aparece na lista com um compromisso firme de injetar 13,75% dos recursos necessários ao aumento de capital. O Syzygy Capital, gestora ligada ao Aurelius, figura no documento com um percentual de 0,83% no aumento de capital.

“A companhia está pronta para qualquer um que queira comprá-la”, afirmou Teles após a assembleia, acrescentando que não há hoje negociação em curso. O plano aprovado foi bem recebido pelo mercado. Na sessão de ontem da B3, as ações preferenciais da Oi chegaram a subir 17,8% no início do dia e encerraram o pregão com valorização de 5,65%, cotadas a R$ 3,55. (Colaboraram Sergio Tauhata, Paula Selmi e Juliana Machado)

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