UPDATE 3-Fourteen banks endorse Brazil's Oi share plan -sources

Tue Mar 18, 2014 5:22pm EDT

By Luciana Bruno and Guillermo Parra-Bernal

RIO DE JANEIRO/SAO PAULO, March 18 (Reuters) - Brazilian telecommunications company Grupo Oi SA lined up firm commitments from as many as 14 banks to buy up to 6 billion reais (US$2.5 billion) in an upcoming share offering, two sources with direct knowledge said on Tuesday.

Grupo BTG Pactual SA leads the group, which includes Bank of America Corp, Barclays Plc, Credit Suisse Group AG, Banco Espírito Santo SA , Banco do Brasil SA, Banco Bradesco SA , Caixa Geral de Depositos SA, Citigroup Inc, Goldman Sachs Group Inc, HSBC Holdings Plc, Itaú Unibanco Holding SA, Morgan Stanley & Co, and Banco Santander Brasil SA, said the two sources, who requested anonymity because the deal is private.

Bank of America, Goldman, Citigroup and Bradesco declined to comment. The other 10 banks did not have an immediate comment on the matter.

The banks will subscribe to Oi shares in accordance with their mandate in the share offering, one of the sources said.

Common shares of Oi closed up 5.4 percent on Tuesday, their biggest daily gain since Jan. 3. The stock dropped 6 percent last week on speculation that Oi had failed to secure financial backing for the offering.

Analysts have said that without significant support from the banks the offering could likely founder. Capital markets activity in Brazil, including initial public offerings and share offerings, is off to its worst annual start since at least 2004.

The transaction is part of a plan by Oi to merge with Portugal Telecom SGPS SA, which is under scrutiny from minority shareholders.

The share offering is expected to price at some point in mid-April, according to the prospectus filed by Oi with Brazil's securities watchdog CVM early this year.

Portugal Telecom and Oi have been discussing how to tie up since the former bought 25 percent of Oi in 2010. The market value of both companies has fallen more than half over the past three years, a sign that investors bet that a merger would take place sooner or later.

The tie-up has been attacked by many Oi shareholders who have said the capital increase favors Oi's largest shareholders, including Portugal Telecom, at the expense of minorities, according to a document last week by Glass Lewis & Co, a New York-based firm hired to issue an independent opinion for minority shareholders.

Under terms of the deal, Oi will sell about 8 billion reais in new stock and use proceeds to cut debt. Portugal Telecom will in turn contribute its assets, excluding its stake in Oi, and own 38 percent of the new company, which will be named CorpCo. Oi will have as much as 30 percent of the new company and other investors such as BTG Pactual and a number of Brazilian pension funds will own the rest.