Oi S.A. - MATERIAL FACT

                           Oi S.A. - MATERIAL FACT

PR Newswire

RIO DE JANEIRO, June 25, 2014

RIO DE JANEIRO, June 25, 2014 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company")
hereby discloses to its shareholders and the market in general that its
subsidiaries Telemar Norte Leste S.A. ("Telemar") and BRT Servicos de Internet
S.A. ("BRTSI", and together with Telemar, the "Sellers") entered into an
agreement with SBA Torres Brasil, Limitada (the "Buyer"), in which they
committed to transfer shares representing 100% of the capital stock of a
company controlled by the Sellers that owns 1,641 mobile telecommunications
towers (the "Transaction"), in exchange for the aggregate amount of
R$1,172,493,238, on the closing date (the "Closing"), which is expected to
occur in December 2014.

The Transaction reinforces and improves the Company's financial flexibility,
allowing it to extend its debt maturities, reduce costs related to financing
and strengthen Oi's liquidity position. In addition, the Transaction will
transfer to the Buyer the responsibility for costs and investments in the
operation, maintenance and expansion of the towers. It also assures the
continued provision of personal mobile services, insofar as the Company leases
space in these towers through long-term lease agreements that establish the
conditions for the expansion of the leased space.

The conclusion of the Transaction is subject to the satisfaction of the
conditions precedent for Closing set forth in the agreement.

Oi will keep its shareholders and the market informed regarding the conclusion
of the Transaction and any other events that may affect its terms and
conditions.

This Material Fact is disclosed by Oi in compliance with art. 157, §4 of Law
No. 6,404/76 and in accordance with the Brazilian Securities and Exchange
Commission (Comissao de Valores Mobiliarios – CVM) Instruction No. 358/02.

Bayard De Paoli Gontijo
Chief Financial Officer and Investor Relations Officer
Oi S.A.

SOURCE Oi S.A.

Contact: Patricia Frajhof,+55 11 3131-1315, patricia.frajhof@oi.net.br
 
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