Oi S.A. - Material Fact

                           Oi S.A. - Material Fact

PR Newswire

RIO DE JANEIRO, July 23, 2014

RIO DE JANEIRO, July 23, 2014 /PRNewswire/ -- Oi S.A. ("Oi" or the "Company,"
Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in compliance with art. 157,
§4º of Law No. 6,404/76, pursuant to CVM Instruction No. 358/02 and, in
addition to the Material Facts dated as of July 2 and July 15, 2014, notifies
its shareholders and the market in general that, on July 22, 2014, the cure
period for payment of the commercial paper (the "Commercial Paper") issued by
Rio Forte Investments S.A. ("Rio Forte") that was the subject of investments
currently held by PT Portugal SGPS, S.A. and Portugal Telecom International
Finance B.V. expired without the amount due on the Commercial Paper having
been paid.

The Company also discloses that, notwithstanding the Memorandum of
Understanding entered into between the Company and Portugal Telecom SGPS, S.A.
("PT SGPS") (which provides for the transfer of the Commercial Paper to PT
SGPS in exchange for an amount equivalent to 100% of its face value as of the
date of execution of the definitive agreements governing the exchange among
the parties, among other conditions), until the effective transfer of the
Commercial Paper, the Company's subsidiaries PT Portugal SGPS, S.A. and
Portugal Telecom International Finance B.V. will adopt all necessary measures
for the collection of the Commercial Paper and any other acts necessary for
the protection and defense of its interests.

Oi will keep its shareholders and the market informed of any material
subsequent events related to the topics described in this Material Fact.

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


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