UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February 2011
Commission File Number: 001-14487
TELE NORTE
LESTE PARTICIPAÇÕES S.A.
(Exact Name as Specified in its Charter)
Tele Norte Leste Holding Company
(Translation of registrants name into English)
Rua Humberto de Campos, 425 8
°
andar
Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal executive offices)
(Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form
20-F:
x
Form 40-F:
¨
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):
Yes:
¨
No:
x
(Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes:
¨
No:
x
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes:
¨
No
x
TELE NORTE LESTE PARTICIPAÇÕES S.A.
PUBLICLY-HELD COMPANY
CORPORATE TAXPAYERS REGISTRY (CNPJ/MF) No. 02.558.134/0001-58
BOARD OF
TRADE (NIRE) No. 33 300 26253-9
EXCERPT OF ITEMS 2, 8(I), 8(II) AND 8(III) OF THE MINUTES OF THE 360TH GENERAL
MEETING OF THE BOARD OF DIRECTORS, HELD ON FEBRUARY 3, 2011.
As secretary of the meeting of the Board of Directors, held on this day, I CERTIFY that the following items of the Agenda:
Items 2
regarding the Issuance of Promissory Notes by TNL in the amount of up to R$1.5 billion,
8(i)
regarding Corporate Acts: (i) appointment of Mr. James Meaney as member of the Board of Executive Officers
of TNL and its subsidiaries,
8(ii)
regarding Corporate Acts: (ii) establishment of Consortium BrT and TMAR STFC bid to provide voice packaging services to Banco do Brasil, in the total amount of R$600 million,
within 5 years and
8(iii)
regarding Corporate Acts: (iii) ratification of the TMAR, TNL PCS, 14 BRT and Dominion Consortium providing voice, movable data and long distance communication services for TJ do
Ceará, in the total amount of R$46.2 million,
of the Minutes of the 360th Meeting of the Board of Directors of Tele Norte Leste Participações S.A. (TNL), held on February 3, 2011, at 2 p.m. at the
meeting room of the Companys Board of Directors, located at Praia de Botafogo No. 300 11th Floor, Room 1101, Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro, read as follows:
As for
item (2)
, the proposal to issue commercial promissory notes in name of the Company, in a total amount of
R$1,500,000,000.00 (one billion and five hundred million
reais
) was unanimously approved in order to refinance short-term debt. The promissory notes will be issued in a single series in a public offering, through restricted distribution
efforts, pursuant to CVM Instruction No. 476/09 of January 16, 2009. The promissory notes will have the following characteristics: (i)
Total Amount of the Issuance:
R$1,500,000,000.00 (one billion and five hundred
million
reais
) at the Issuance Date (as defined below); (ii)
Series Number and Issue Number
: the Promissory Notes will be issued in a single series, this being the second public issuance of the Companys
commercial notes; (iii)
Number of Promissory Notes:
a total of 1,500 (one thousand and five hundred) Promissory Notes will be issued; (iv)
Face Value per Unit
: R$1,000,000.00 (one million
reais
) on the date of the issuance; (v)
Issuance Date
: the date on which the Promissory Notes are subscribed and paid-in; (vi)
Form
: the Promissory Notes will be issued in paper and
deposited with the institution designated to serve as custodian and the contracted bank; (vii)
Term
: 90 (ninety) days from the Issuance Date; (viii)
Placement
: public issuance, through restricted
distribution efforts, pursuant to the terms of CVM Instruction No. 476/09, arranged by Banco Itaú BBA S.A., as Lead Issuance Coordinator; (ix)
Place of Distribution, Trading and Payment
: the Promissory Notes
will be registered for (a) distribution to the primary market with the Commercial Note Module NOTE (
NOTE Module
), which is managed and traded by CETIP S.A. Balcão Organizado de Ativos e Derivativos
(
CETIP
), distribution will also be liquidated through CETIP; and (b) trading in the secondary market with the NOTE Module. For Promissory Notes registered with the NOTE Module, payments will be made in compliance with the
procedures of CETIP and the Contracted Bank; for Promissory Notes that are not linked to NOTE Module, payments will be made in the Companys headquarters, in Rio de Janeiro; (x)
Payment of Interests
: the Promissory
Notes will yield interest corresponding to the accumulated variation of 100% of the average daily rates of Interbank Deposits (
DI Depósitos Interfinanceiros
), over extra group (
DI Rate
), which is daily
calculated and published by CETIP, in the CETIP Bulletin available at CETIPs website (
http://www.cetip.com.br
), and capitalized by a surcharge of 0.45% (point forty-five percent) expressed as a annual percentage based on 252 (two
hundred and fifty-two) business days. The Face Value of each Promissory Note will bear interest, from the Issuance Date to the Maturity
Date. Interest will be calculated according to the criteria defined in the calculation book of the NOTE, which is available in (
http://www.cetip.com.br
). Interest and face value of each
Promissory Note will be fully paid on the Maturity Date. (xi)
Monetary Adjustment
: the Face Value of the Promissory Note will not be adjusted; (xii)
Guarantees
: the Promissory Notes are not
entitled to any type of guarantee; (xiii)
Optional Early Redemption
: the Company is entitled to redeem the Promissory Notes at any time, through a notice sent to the Promissory Noteholders, up to 5 (five) Business Days
before the redemption date, so that the Promissory Noteholders may accept the early redemption of the Promissory Notes, pursuant to Article 7, Paragraph 2 of CVM Instruction No. 134. The Promissory Notes cannot be partially redeemed. Only total
early redemption of face value plus interest, calculated pro rata temporis from the Issuance Date to the Date of Redemption, is possible. Early Redemption of the Promissory Note with the NOTE Module will be conducted in compliance with CETIP
procedures; (xiv)
Proof of Limits
: The Issuance does not have to observe the limits established under Articles 3 and 4 of CVM Instruction No. 134, pursuant to the terms of waiver under Article 1, paragraph III of CVM
Instruction No. 155; (xv)
Acceleration
: Promissory Noteholders, individually or as a group, can accelerate all obligations related to the Promissory Notes and demand immediate payment, by the Company, of the Face Value
of the outstanding Promissory Notes, plus interest calculated pro rata temporis from the Issuance Date to the date of actual payment, upon the occurrence of certain to be defined by the Board of Executive Officers, pursuant to the Issuers
usual practices for loans; (xvi)
Title
: For all intents and purposes, ownership of the Promissory Note will be proved by the printed Note itself. In addition, for Promissory Notes in custody under the NOTE Module, a
statement issued by CETIP will serve as proof of ownership of the Promissory Notes; and (xvii)
Extension of Term:
Terms will be extended for payment of any obligation entered into, including by Investors, in connection with
payment of the subscription price, up to the 1
st
(first)
subsequent business day, if maturity occurs on a day in which banks are closed in the City of Rio de Janeiro, State of Rio de Janeiro, without any increase in due amounts, except for payment through CETIP, when an extension will only occur if the
due date falls on a national holiday, Saturday or Sunday. The Companys Board of Executive Officers, in compliance with the law and as established by the Companys bylaws, is authorized to conduct all and any acts necessary to implement
the Promissory Notes.(
)
As for
Item (8)(i)
, the appointment of
Mr.
Francis James Leahy Meaney
, Irish, single, economist, bearer of the identity card (RNE) No. V218988-N, issued by CIMCRE/CGPMAF, enrolled with the Individuals Taxpayers Registry (CPF/MF) No. 054.404.117-80,
address at Rua Humberto de Campos No. 425, 8th floor, in the City of Rio de Janeiro State of Rio de Janeiro, for the position of the Companys
Superintendent Officer
was unanimously approved, as of this date,
with a term of Office expiring on the first Meeting of this Board following the 2013 General Shareholders Meeting.(
).
As for
item 8(ii)
the proposal to establish a consortium among TMAR, BrT, CTBC and Sercomtel, formed to participate in the
electronic bid No. 2010/23286, to be held by Banco do Brasil S.A., was unanimously approved. It was made clear that the purpose of the bid is to provide all Local and Long Distance Voice services to Banco do Brasil S.A., being that the
consortium will take part of lots of Local Voice in regions 1 and 2 and Long Distance Voice in regions 1, 2 and 3. The total amount of the agreement (approximately R$364 million for 5 years) was presented and the percentage of each consortium member
was informed (51% TMAR, 46% BrT, 2% CTBC and 1% Sercomtel).
As for
item (8)(iii)
the proposal
for ratification of the consortium among TMAR, TNL PCS, 14 BrT, and Dominion Instalações e Montagens do Brasil Ltda. (Dominion), formed to participate in the electronic bid No. 89/2010, conducted by the Court of
Justice of Ceará, was unanimously approved. The purpose of the bid was to hire an expert company for licensing of use, provision of services of implementation and support of the Automation System of the Routines of the Judicial Officials of
the State of Ceará. The total amount of the agreement (R$46,200,000.00 for a 30-month
TELE
NORTE LESTE PARTICIPAÇÕES S.A.
Minutes of the 360th Ordinary Meeting of the Board of Directors
held on February 3, 2011
term) was presented and the percentage of each consortium member was informed (78% TNL PCS; 1%, TMAR; 1%, 14 BRT; 20%, Dominion). Information about the consortium member Dominion, its expertise,
role in the consortium and experience with Oi was also presented.
All active members of the Board of Directors were in attendance
and signed the minutes: (/s/) José Mauro M. Carneiro da Cunha President, Alexandre Jereissati Legey, Pedro Jereissati, Otávio Marques de Azevedo, Marcel Cecchi Vieira, Ivan Ribeiro de Oliveira, Fernando Magalhães
Portella, Fábio de Oliveira Moser, and Julio Cesar Maciel Ramundo. Rio de Janeiro. February 3, 2011.
José Augusto da Gama Figueira
Secretary
TELE
NORTE LESTE PARTICIPAÇÕES S.A.
Minutes of the 360th Ordinary Meeting of the Board of Directors
held on February 3, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 8, 2011
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TELE NORTE LESTE PARTICIPAÇÕES S.A.
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By:
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/s/ Alex Waldemar Zornig
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Name:
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Alex Waldemar Zornig
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Title:
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Chief Financial Officer and Investor Relations Officer
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Tele Norte Lest (NYSE:TNE)
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