Rafael Calabria

BMA assists Oi in the sale of SPE Torres 2 to NK 108

BMA advised Oi – In Judicial Recovery – in the sale of up to 8,000 (eight thousand) telecommunication infrastructure sites, through the acquisition of all the shares issued by Lemvig RJ Infraestrutura e Redes de Telecomunicações (SPE Torres 2) by NK 108 Empreendimentos e Participações, which is part of DigitalBridge Group and was the winner of the competitive bidding procedure held on August 22, 2022, approved by the Judge of the 7th Business Court of the Judicial District of the Capital of the State of Rio de Janeiro.

The acquisition price established for the transaction was up to R$1,697,000,000.00, and is subject to possible adjustments and retentions, pursuant to the terms of the share purchase agreement and other covenants entered into on December 7, 2022 between NK 108 and Oi, of which up to R$1. 088,000,000 will be paid on the closing date of the transaction and up to R$609,000,000 will be paid by 2026, depending on the future quantity of Infrastructure Items to be used by Oi after 2025 and other contractual conditions.

The effective completion of the transaction, with the transfer of the shares representing the share capital of SPE Torres 2 to NK 108, is subject to compliance with the conditions precedent set forth in the Agreement, among which are the approvals of the purchase and sale of the shares by the Administrative Council for Economic Defense (CADE) and the National Telecommunications Agency (ANATEL).

BMA advised Oi and relied on partner Rafael Calabria (pictured) and associates Rodrigo de Teive e Argollo Mariani, Christopher de Moraes Araruna Zibordi and Amanda Helena De Morais e Silva.

Stocche Forbes advised Highline do Brasil II Infraestrutura de Telecomunicações (through the affiliate: NK 108 Empreendimentos e Participações) and relied on partners André Stocche; Rafael Andrade; Guilherme Coelho; Mariana Saragoça; and Luciana Stracieri; associates André Bandeira de Mello; Guilherme Luiz Mobricce Nunes; Bruno Fernandes; Isabella Silva e Oliveira; and Pedro de Cunto.s