Oi Announces Expiration and Results of its Tender Offer for Any and All of its Outstanding 8.750% Senior Secured Notes due 2026

This announcement is not for distribution in the United States or in any other jurisdiction in which its distribution would not be in compliance with applicable securities law, and it is not an offer to sell, or a solicitation of an offer to buy, any securities, and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things.

RIO DE JANEIRO, April 21, 2022 /PRNewswire/ -- Oi S.A. – In Judicial Reorganization (the "Offeror") announced today the expiration and results of its tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding 8.750% Senior Secured Notes due 2026 (the "Notes"). The Tender Offer was made by the Offeror in accordance with, and in satisfaction of the Offeror's obligations under, Section 4.07 of the indenture, dated as of July 30, 2021, governing the Notes.

The Tender Offer expired at 5:00 p.m., New York City time, on April 20, 2022 (the "Expiration Time").

The Offeror has been advised that, as of the publication of this notice, U.S.$868,643,000 in aggregate principal amount of the Notes, representing approximately 98.71% of the aggregate outstanding principal amount of the Notes, have been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. The Offeror has accepted for purchase all of the Notes that were validly tendered (and not validly withdrawn) prior to the publication of this notice. The Tender Offer is expected to settle on April 26, 2022 (the "Payment Date"). Holders of the Notes that were validly tendered (and not validly withdrawn) prior to the publication of this notice will receive U.S.$1,029.17 for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, plus accrued and unpaid interest, if any, on the Notes accepted for purchase from and including the last interest payment date preceding the Payment Date to, but not including, the Payment Date.

The Tender Offer was conducted on the terms, and subject to the conditions, set forth in the Offer to Purchase, dated April 13, 2022, and the related Notice of Guaranteed Delivery (together, the "Offer Documents"). Copies of the Offer Documents are available to holders of Notes from Global Bondholder Services Corporation, the information and tender agent for the Tender Offer at +1 212 855-654-2015 (toll free), +1 212-430-3774 (collect), contact@gbsc-usa.com and https://www.gbsc-usa.com/oi. 

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to sell, or a solicitation of an offer to buy, any Notes. The Tender Offer was made solely by the Offeror pursuant to the Offer Documents. The Tender Offer was not made to, nor has the Offeror accepted tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with applicable securities laws.

Special Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words "maintain", "plans" and "intends" and similar expressions, as they relate to the Offeror, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made.