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`
`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 1 of 14
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
`In re:
`
`Kenbourne Invest S.A.,
`
`
`
`
`Tax I.D. No. 2018 2206 815
`
`In re:
`
`NC Telecom II AS,
`
`
`
`
`Tax I.D. No. 59.208.720-0
`
`In re:
`
`WOM Mobile S.A.,
`
`
`
`
`Tax I.D. No. 99.517.000-0
`
`In re:
`
`WOM S.A.,
`
`
`
`
`Tax I.D. No. 78.921.690-8
`In re:
`
`CONECT S.A.,
`
`
`
`
`Tax I.D. No. 96.965.220-k
`In re:
`
`MULTIKOM S.A.,
`
`
`
`
`Tax I.D. No. 78.456.640-4
`
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`) Chapter 11
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`) Case No. 24-______ (___)
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`) Chapter 11
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`) Case No. 24-______ (___)
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`) Chapter 11
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`) Case No. 24-______ (___)
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`) Chapter 11
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`) Case No. 24-______ (___)
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`) Chapter 11
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`) Case No. 24-______ (___)
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`Debtor.
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`Debtor.
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`RLF1 30732354v.1
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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 2 of 14
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`DEBTORS’ MOTION FOR ENTRY OF AN ORDER DIRECTING
`JOINT ADMINISTRATION OF THE DEBTORS’ CHAPTER 11 CASES
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`The above-captioned debtors and debtors-in-possession (collectively, the “Debtors” or the
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`“Company”) state as follows in support of this motion (this “Motion”):
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`Relief Requested
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`1.
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`The Debtors seek entry of an order (the “Proposed Order”), substantially in the
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`form attached hereto as Exhibit A, directing the joint administration of the above-captioned
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`chapter 11 cases (these “Chapter 11 Cases”) for procedural and administrative purposes only.
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`Specifically, the Debtors request that the Court maintain one file and one docket for all of the
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`Debtors’ Chapter 11 Cases under the case of WOM S.A., and that these Chapter 11 Cases be
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`administered under a consolidated caption, as follows:
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
`In re:
`
`WOM S.A., et al.
`
`
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`)
`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
`
`)
`(Jointly Administered)
`)
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`Debtors.
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`2.
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`The Debtors propose to include the following footnote in each pleading filed and
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`notice mailed by the Debtors:
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`The Debtors in these chapter 11 cases (these “Chapter 11 Cases”), and
`each Debtor’s federal tax identification number in their applicable
`jurisdiction of incorporation, are as follows: Kenbourne Invest S.A. (2018
`2206 815); NC Telecom II AS (59.208.720-0); WOM Mobile S.A.
`(99.517.000-0); WOM S.A. (78.921.690-8); Conect S.A. (96.965.220-k);
`and Multikom S.A. (78.456.640-4). The location of the Debtors’ service
`address in these Chapter 11 Cases is: General Mackenna No. 1369,
`Santiago, Chile.
`
`2
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 3 of 14
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`3.
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`The Debtors further request that the Clerk of this Court make an entry on the docket
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`of each of the Chapter 11 Cases, with the exception of WOM S.A., to reflect the joint
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`administration of these Chapter 11 Cases substantially as follows:
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`The Bankruptcy Court has entered an order in accordance with Rule 1015(b)
`of the Federal Rules of Bankruptcy Procedure directing the joint
`administration and procedural consolidation of the chapter 11 cases of
`WOM S.A. and its affiliated debtors. The docket in Case No. 24-_____
`(___) should be consulted for all matters affecting these cases.
`
`
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`4.
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`The Debtors further request that the Court order that the foregoing caption and
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`footnote satisfy the requirements of section 342(c)(1) of the Bankruptcy Code (as defined below).
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`5.
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`In support of this Motion, the Debtors rely upon and incorporate by reference the
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`Declaration of Robert Wagstaff in Support of Debtors’ Chapter 11 Petitions and Requests for First
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`Day Relief (the “First Day Declaration”),1 filed contemporaneously herewith.
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`6.
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`For the reasons set forth herein, the Debtors submit that the relief requested is in
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`the best interest of the Debtors, their estates, creditors, and other parties in interest, and therefore,
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`should be granted.
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`Jurisdiction, Venue, and Predicates for Relief
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`7.
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`The United States Bankruptcy Court for the District of Delaware (the “Court”) has
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`jurisdiction to consider this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing
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`Order of Reference from the United States District Court for the District of Delaware, dated
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`February 29, 2012 (Sleet, C.J.). This is a core proceeding under 28 U.S.C. § 157(b). Venue of
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`these Chapter 11 Cases and this Motion in this District is proper under 28 U.S.C. §§ 1408 and
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`1409.
`
`
`1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
`First Day Declaration.
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`3
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 4 of 14
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`8.
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`The predicates for the relief requested by this Motion are section 342(c)(1) of title
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`11 of the United States Code (the “Bankruptcy Code”), Rules 1015(b) and 2002 of the Federal
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`Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 1015-1, 2002-1, and 9013-
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`1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court
`
`for the District of Delaware (the “Local Bankruptcy Rules”).
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`9.
`
`Pursuant to Local Bankruptcy Rule 9013-1(f), the Debtors consent to the entry of a
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`final judgment or order with respect to this Motion if it is determined that this Court lacks
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`Article III jurisdiction to enter such final order or judgment absent consent of the parties.
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`Background
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`10.
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`On April 1, 2024 (the “Petition Date”), each of the Debtors filed a voluntary
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`petition for relief under chapter 11 of the Bankruptcy Code with the Court. The Debtors continue
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`to operate their business and manage their properties as debtors-in-possession pursuant to sections
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`1107(a) and 1108 of the Bankruptcy Code. No creditors’ committee has been appointed by the
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`Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) nor has a
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`trustee or examiner been appointed in these Chapter 11 Cases.
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`11.
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`The Company is one of the fastest growing and market-leading telecommunications
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`providers in Latin America and has been the second-largest mobile network operator in Chile since
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`2019. The Company reaches over 8.5 million customers and provides prepaid and post-paid
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`mobile voice, data, and broadband services, along with a rapidly expanding “Fiber to the Home”
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`broadband offering to consumers and businesses in Chile. The Company’s 5G wireless broadband
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`services deliver internet access to approximately one million customers, with a coverage area that
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`spans over 18 million people. The Company employs, directly or indirectly, approximately 7,000
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`people in Chile.
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`4
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 5 of 14
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`12.
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`Additional factual background and information regarding the Debtors, including
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`their business operations, their corporate and capital structure, and the events leading to the
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`commencement of these Chapter 11 Cases, is set forth in detail in the First Day Declaration.
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`Basis for Relief
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`13.
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`Bankruptcy Rule 1015(b) provides, in pertinent part, that “[i]f . . . two or more
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`petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may
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`order a joint administration of the estates” of such debtor and its affiliates. Fed. R. Bankr. P.
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`1015(b).
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`14.
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`Local Bankruptcy Rule 1015-1 provides additional authority for the Court to order
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`joint administration of the Chapter 11 Cases:
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`An order of joint administration may be entered, without notice and
`an opportunity for hearing, upon the filing of a motion for joint
`administration pursuant to Fed. R. Bankr. P. 1015, supported by an
`affidavit, declaration or verification, which establishes that the joint
`administration of two or more cases pending in this Court under title
`11 is warranted and will ease the administrative burden for the Court
`and the parties.
`
`Del. Bankr. L.R. 1015-1.
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`15.
`
`The Debtors submit that joint administration of these Chapter 11 Cases is proper
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`under Bankruptcy Rule 1015(b) and Local Bankruptcy Rule 1015-1. The Debtors are “affiliates,”
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`as that term is defined under section 101(2) of the Bankruptcy Code.2 Accordingly, the Bankruptcy
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`Code and Bankruptcy Rules authorize the Court to grant the relief requested herein by virtue of
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`the Debtors’ affiliation.
`
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`2 The Bankruptcy Code defines “affiliate” to include an “entity that directly or indirectly owns, controls, or holds
`with power to vote, 20 percent or more of the outstanding voting securities of the debtor” or a “corporation 20
`percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with
`power to vote, by the debtor, or by an entity that directly or indirectly owns, controls, or holds with power to vote,
`20 percent or more of the outstanding voting securities of the debtor.” 11 U.S.C. § 101(2)(A), (B).
`
`5
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`

`

`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 6 of 14
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`
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`16.
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`Courts in this district have granted similar relief to the relief requested in this
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`Motion in other recent complex chapter 11 cases. See, e.g., In re Sientra, Inc., Case No. 24-10245
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`(JTD) (Bankr. D. Del. Feb 14, 2024) [Docket No. 46] (granting consolidation and joint
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`administration of chapter 11 cases for procedural purposes); In re Burgess Biopower, LLC, Case
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`No. 24-10235 (LSS) (Bankr. D. Del. Feb 13, 2024) [Docket No. 92] (same); In re NanoString
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`Technologies, Inc., Case No. 24-10160 (CTG) (Bankr. D. Del. Feb 06, 2024) [Docket No. 63]
`
`(same); In re Invivo Therapeutics Corp., Case No. 24-10137 (MFW) (Bankr. D. Del. Feb 06, 2024)
`
`[Docket No. 28] (same); In re Cano Health, Inc., Case No. 24-10164 (KBO) (Bankr. D. Del. Feb
`
`05, 2024) [Docket No. 34] (same).
`
`17.
`
`Joint administration of the Debtors’ Chapter 11 Cases is warranted because it will
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`ease the administrative burden on the Court and all parties in interest. The Debtors anticipate that
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`notices, applications, motions, other pleadings, hearings, and orders in these Chapter 11 Cases may
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`affect all of the Debtors. If each Debtor’s case were administered independently, there would be
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`a number of duplicative pleadings and overlapping services. This unnecessary duplication of
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`identical documents would be wasteful of the resources of the Debtors’ estates as well as the
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`resources of this Court and of other parties in interest.
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`18.
`
`Joint administration will permit the Clerk of the Court to use a single general docket
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`for all of the Debtors’ Chapter 11 Cases and to combine notices to creditors and other parties in
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`interest, allowing all parties in interest to monitor the various matters before the Court regarding
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`all of the Debtors’ Chapter 11 Cases with greater ease and efficiency. The Court also will be
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`relieved of the burden of scheduling duplicative hearings, entering duplicative orders, and
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`maintaining redundant files. Moreover, supervision of the administrative aspects of the Debtors’
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`Chapter 11 Cases by the U.S. Trustee will be simplified. Therefore, joint administration will
`
`6
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`

`

`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 7 of 14
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`
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`promote the economical and efficient administration of the Debtors’ estates to the benefit of the
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`Debtors, their creditors, the U.S. Trustee, and the Court.
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`19.
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`Joint administration will not give rise to any conflict of interest among the Debtors’
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`estates. The rights of the Debtors’ respective creditors will not be adversely affected by the
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`proposed joint administration because the Motion only seeks the administrative, not substantive,
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`consolidation of the Debtors’ estates. The Debtors will continue as separate and distinct legal
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`entities, will continue to maintain separate books and records, and will provide information as
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`required in the consolidated monthly operating reports on a debtor-by-debtor basis. If applicable,
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`each creditor may file a proof of claim against the applicable estate in which it allegedly has a
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`claim or interest and will retain whatever claims or interests it has against the particular estate.
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`Finally, the recoveries of all creditors will be enhanced by the reduction in costs resulting from
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`joint administration of the Debtors’ Chapter 11 Cases.
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`20.
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`No administrative or scheduling orders previously entered in these Chapter 11
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`Cases will require modification if this Motion is granted. Mailing lists in each of these Chapter
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`11 Cases will be consolidated for future noticing requirements. Accordingly, the Debtors submit
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`that the joint administration of these Chapter 11 Cases is in the best interest of all parties, and
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`should be granted.
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`Notice
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`21.
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`The Debtors will provide notice of this Motion to the following parties, or in lieu
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`thereof, their counsel: (a) the U.S. Trustee; (b) the holders of the 30 largest unsecured claims
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`against the Debtors (on a consolidated basis); (c) Latham & Watkins LLP as counsel to the DIP
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`Agent; (d) Dechert LLP as counsel to the Ad Hoc Group of WOM Bondholders; (e) U.S. Bank
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`National Association, as the indenture trustee in respect of the Senior Notes; (f) the Office of the
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`United States Attorney for the District of Delaware; (g) the Internal Revenue Service; (h) any such
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`7
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`

`

`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 8 of 14
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`
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`other party entitled to notice pursuant to Local Bankruptcy Rule 9013-1(m); (i) Banco de Crédito
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`e Inversiones; and (j) any party that has requested notice pursuant to Bankruptcy Rule 2002. In
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`view of the nature of the relief requested, no other or further notice need be provided.
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`No Prior Request
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`No prior request for the relief sought in this Motion has been made to this or any
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`22.
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`other court.
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`Conclusion
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`WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order,
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`substantially in the form attached hereto, granting the relief requested in this Motion and such
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`other and further relief as the Court deems appropriate under the circumstances.
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`
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`[Remainder of page intentionally left blank.]
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`
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`8
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 9 of 14
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`
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`Dated: April 1, 2024
`
`Respectfully submitted,
`
`
`/s/ John H. Knight
`
`RICHARDS, LAYTON & FINGER, P.A.
`John H. Knight (No. 3848)
`Amanda R. Steele (No. 5530)
`Brendan J. Schlauch (No. 6115)
`One Rodney Square
`920 North King Street
`Wilmington, Delaware 19801
`Telephone: (302) 651-7700
`knight@rlf.com
`steele@rlf.com
`schlauch@rlf.com
`
`Proposed Co-Counsel to Debtors and
`Debtors-in-Possession
`
`
`WHITE & CASE LLP
`John K. Cunningham (pro hac vice pending)
`Richard S. Kebrdle (pro hac vice pending)
`Southeast Financial Center
`200 South Biscayne Boulevard, Suite 4900
`Miami, Florida 33131
`Telephone: (305) 371-2700
`Email: jcunningham@whitecase.com
` rkebrdle@whitecase.com
`
`
`Philip M. Abelson (pro hac vice pending)
`Andrew Zatz (pro hac vice pending)
`Samuel P. Hershey (pro hac vice pending)
`Andrea Amulic (pro hac vice pending)
`Lilian Marques (pro hac vice pending)
`Claire Tuffey (pro hac vice pending)
`1221 Avenue of the Americas
`New York, NY 10020
`Telephone: (212) 819-8200
`Email: philip.abelson@whitecase.com
` azatz@whitecase.com
` sam.hershey@whitecase.com
`andrea.amulic@whitecase.com
`lilian.marques@whitecase.com
`claire.tuffey@whitecase.com
`
`
`Proposed Co-Counsel to Debtors and
`Debtors-in-Possession
`
`9
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 10 of 14
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`Exhibit A
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`Proposed Order
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 11 of 14
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
`In re:
`
`Kenbourne Invest S.A.,
`
`
`
`
`Tax I.D. No. 2018 2206 815
`
`In re:
`
`NC Telecom II AS,
`
`
`
`
`Tax I.D. No. 59.208.720-0
`
`In re:
`
`WOM Mobile S.A.,
`
`
`
`
`Tax I.D. No. 99.517.000-0
`
`In re:
`
`WOM S.A.,
`
`
`
`
`Tax I.D. No. 78.921.690-8
`In re:
`
`CONECT S.A.,
`
`
`
`
`Tax I.D. No. 96.965.220-k
`In re:
`
`MULTIKOM S.A.,
`
`
`
`
`Tax I.D. No. 78.456.640-4
`
`
`)
`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
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`)
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`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
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`)
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`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
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`)
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`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
`
`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
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`) Chapter 11
`)
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`) Case No. 24-______ (___)
`)
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`) Re: Docket No. ___
`)
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`Debtor.
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`Debtor.
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`Debtor.
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`Debtor.
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`Debtor.
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`Debtor.
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`

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`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 12 of 14
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`
`
`ORDER DIRECTING JOINT ADMINISTRATION OF
`THE DEBTORS’ CHAPTER 11 CASES FOR PROCEDURAL PURPOSES ONLY
`
`Upon the motion (the “Motion”)1 of the above-captioned debtors and debtors-in-
`
`possession (collectively, the “Debtors”) for entry of an order (this “Order”), pursuant to section
`
`342(c)(1) of title 11 of the United States Code (the “Bankruptcy Code”), Rules 1015(b) and 2002
`
`of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 1015-1, 2002-
`
`1, and 9013-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States
`
`Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), directing the
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`joint administration of the above-captioned chapter 11 cases (these “Chapter 11 Cases”) for
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`procedural and administrative purposes only, as more fully set forth in the Motion; and this Court
`
`having jurisdiction to consider the Motion and the relief requested therein in accordance with 28
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`U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States
`
`District Court for the District of Delaware, dated February 29, 2012 (Sleet, C.J.); and consideration
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`of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. §
`
`157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and
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`this Court having found that it may enter a final order consistent with Article III of the United
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`States Constitution; and due, sufficient, and proper notice of the Motion having been provided
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`under the circumstances and in accordance with the Bankruptcy Rules and the Local Bankruptcy
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`Rules, and it appearing that no other or further notice need be provided; and a hearing, if any,
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`having been held to consider the relief requested in the Motion (the “Hearing”); and upon
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`consideration of the First Day Declaration and the record of the Hearing and all of the proceedings
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`had before the Court; and this Court having found and determined that the relief sought in the
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`
`1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
`the Motion.
`
`2
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`

`

`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 13 of 14
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`
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`Motion is in the best interests of the Debtors, their estates, their creditors, their stakeholders, and
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`all other parties in interest, and that the legal and factual bases set forth in the Motion and at the
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`Hearing establish just cause for the relief granted herein; and the Court having found that: (a) the
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`Debtors are “affiliates” within the meaning of section 101(2) of the Bankruptcy Code; and (b) joint
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`administration of the Debtors’ Chapter 11 Cases for procedural purposes is appropriate pursuant
`
`to Bankruptcy Rule 1015(b) and Local Bankruptcy Rule 1015-1; and after due deliberation and
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`sufficient cause appearing therefor,
`
`IT IS HEREBY ORDERED THAT:
`
`1.
`
`The Motion is GRANTED on a final basis as set forth herein. Any objections or
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`reservations of rights filed in respect of the Motion are overruled with prejudice.
`
`2.
`
`The above-captioned Chapter 11 Cases shall be consolidated for procedural
`
`purposes only and shall be jointly administered by the Court under the case number assigned to
`
`WOM S.A., Case No. 24-_____, and the consolidated caption of the jointly administered cases
`
`should read as follows:
`
`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`In re:
`
`WOM S.A., et al.1
`
`
`
`
`
`
`
`)
`) Chapter 11
`)
`
`) Case No. 24-______ (___)
`)
`
`)
`(Jointly Administered)
`)
`
`
`Debtors.
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`
`
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`
`
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`3.
`
`The caption shall include the following footnote in each pleading filed and notice
`
`mailed by the Debtors:
`
`The Debtors in these chapter 11 cases (these “Chapter 11 Cases”), and
`each Debtor’s federal tax identification number in their applicable
`jurisdiction of incorporation, are as follows: Kenbourne Invest S.A. (2018
`
`3
`
`

`

`Case 24-10628-KBO Doc 2 Filed 04/01/24 Page 14 of 14
`
`
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`2206 815); NC Telecom II AS (59.208.720-0); WOM Mobile S.A.
`(99.517.000-0); WOM S.A. (78.921.690-8); Conect S.A. (96.965.220-k);
`and Multikom S.A. (78.456.640-4). The location of the Debtors’ service
`address in these Chapter 11 Cases is: General Mackenna No. 1369,
`Santiago, Chile.
`
`4.
`
`The foregoing caption and footnote satisfy the requirements set forth in section
`
`342(c)(1) of the Bankruptcy Code.
`
`5.
`
`A docket entry shall be made in each of the Chapter 11 Cases, except that of WOM
`
`S.A., substantially as follows:
`
`The Bankruptcy Court has entered an order in accordance with Rule 1015(b)
`of the Federal Rules of Bankruptcy Procedure directing the joint
`administration and procedural consolidation of the chapter 11 cases of
`WOM S.A. and its affiliated debtors. The docket in the case of WOM S.A.,
`Case No. 24-_____ (___) should be consulted for all matters affecting these
`cases.
`
`6.
`
`The procedural consolidation shall be for administrative purposes only and nothing
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`contained in the Motion or this Order shall be deemed or construed as directing or otherwise
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`effecting the substantive consolidation of the Chapter 11 Cases.
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`7.
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`The Debtors are authorized and empowered to take all actions necessary to
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`implement and effectuate the relief granted in this Order.
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`8.
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`9.
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`This Order shall take effect immediately upon entry.
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`This Court shall retain jurisdiction with respect to all matters arising from or related
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`to the implementation, interpretation, or enforcement of this Order.
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`4
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`