OSX BRASIL : DIP Financing Signed

8411e9fd-21d2-4adf-b48d-ea45c9110837.pdf OSX BRASIL S.A. - EM RECUPERAÇÃO JUDICIAL CNPJ/MF: 09.112.685/0001-32 Public Company - em Recuperação Judicial BM&FBOVESPA: OSXB3

Material Fact

DIP Financing Signed

Rio de Janeiro, December 18th, 2015 - OSX Brasil S.A. - Em Recuperação Judicial ("OSX Brasil" or "Company") (BM&FBovespa: OSXB3), in compliance with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and CVM Rule No. 358/02, announces that, in compliance with the Judicial Reorganization Plan, submitted by the Company on December 17th, 2015 approved by the Creditors General Meeting and the Bankruptcy Court on December 19th, 2014 ("Judicial Reorganization Plan"), its subsidiary, OSX construção Naval S.A. - Em Recuperação Judicial ("OSX CN", together with the Company, the "Companies"), signed on the date hereof, the "Private Deed of the 1st (first) Issuance of Simple Debentures, not convertible into shares, secured with Additional Person Guarantee, of 8 (eight) series, by OSX Construção Naval S.A. - Em Recuperação Judicial", with Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., as Trustee and the Company as guarantor ("Deed of Issuance"), of which will issue 215.000 ( two hundred and fifteen thousand) simple debentures, in 8 (eight) series, in the total amount of up to R$ 2.150.000.000,00 ( two billion , a hundred and fifty million reais) ("Debentures").

The Deed of Issuance represents an post-petition Financing ("DIP Financing"), in accordance o the Judicial Reorganization Plan, to assure activities maintenance of the Companies, focusing on (i) obtain new resources with its pre-petition creditors or other credits included in the Judicial Reorganization Plan that are interested on funding the Companies and (ii) novate pre- petition debt and other credits of the DIP Financing creditors.

The Debentures are issued under the Companies' Judicial Reorganization Plan, in compliance with article 67 and 84, V, of the Brazilian Bankruptcy Law, the debt represented by the Debentures of odd series, which will be fully paid in cash, is considered post-petition debt in case of supervening bankruptcy and will be paid in precedence, including the payment of other post-petition credits, subject to the material disposed in the articles 84, 85,149 and other due provisions on the Bankruptcy Law, regardless of whom (in the payment date) the respective Debenture holders are. The credits used by pre-petition or other post-petition creditors in accordance to the Judicial Reorganization Plan to disburse the Debentures of even series will be considered novated, in the terms of the Deed of Issuance.

The resources obtained by the disbursement for the Debentures will be destined to (i) pay expenses related to the Judicial Reorganization, operational and administrative expenses of OSX CN activities, in compliance to the Judicial Reorganization Plan and (ii) profiling of OSX CN debts among with the Financing lenders that disbursed the Debentures pursuant to providing their respective pre-petition and post-petition credit.

The DIP Financing represents a critical milestone towards the Companies' restructure, foreseen in the Judicial Reorganization Plan.

The Company will keep the respective shareholders and the market informed of any further developments on this matter and any other material fact related to their judicial reorganization proceedings.

Disclaimer

This document contains statements and information about the Company that reflect the current views and/or expectations of the Company and its management with regard to its business plan. These include all statements containing forecasts and projections that indicate or imply future results, performance or achievements, which may include such words as "believe," "predict," "expect," "contemplate," "will probably result," or any other words or expressions of similar meaning. Such statements are subject to a series of risks, uncertainties and assumptions. Readers are warned that several important factors may lead actual results to significantly diverge from the plans, targets, expectations, estimates and intentions expressed herein. Under no circumstances shall the Company or its directors, officers, representatives or employees to be liable to any third parties (including investors) should they make decisions, investments or business acts based on information and statements presented herein, nor shall the Company be liable for any indirect damages, loss of profit, or similar consequences thereof. The Company does not indent to provide shareholders with any revised versions of the statements or analysis of differences between the statements and actual results. Investors should thoroughly analyze OSX's prospectus, including the risk factors identified therein. This presentation does not contain all the necessary information for a complete investment assessment on the Company. Investors shall produce their own assessments, including the associated risks, before making an investment decision.

OSX Contact: Eduardo Farina [e-mail]

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