Case 24-10628-KBO Doc 536 Filed 07/16/24 Page 1 of 17
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
`In re
`
`WOM S.A., et al.,1
`
`
`
`
`
`
`
`Chapter 11
`
`Case No. 24-10628 (KBO)
`
`(Jointly Administered)
`
`Re: D.I. 365 & 366
`
`
`Debtors.
`
`ORDER (I)(A) APPROVING BIDDING PROCEDURES,
`(B) SCHEDULING CERTAIN DATES WITH RESPECT THERETO,
`(C) APPROVING THE FORM AND MANNER OF NOTICE THEREOF,
`(D) AUTHORIZING THE DESIGNATION OF A STALKING HORSE BIDDER,
`(E) SCHEDULING A TRANSACTION HEARING, AND (F) APPROVING
`PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY
`CONTRACTS AND UNEXPIRED LEASES AND (II) GRANTING RELATED RELIEF
`
`Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”)
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`
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`pursuant to §§ 105(a) and 363 of the Bankruptcy Code (i) (a) approving the bidding procedures,
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`attached hereto as Schedule 1 (the “Bidding Procedures”), by which the Debtors will solicit and
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`select the highest or otherwise best Proposed Transaction; (b) authorizing the Special Committee
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`to, on behalf of the Debtors, designate a Stalking Horse Bidder in accordance with the Bidding
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`Procedures, (c) authorizing the Special Committee, on behalf of the Debtors, to conduct an auction
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`for the highest or otherwise best Proposed Transaction, if necessary, and approving the form and
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`manner of notice thereof; (d) approving procedures for the assumption and assignment of
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`1 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 Where context requires, capitalized terms used but not otherwise defined herein shall have the meaning ascribed
`to such term in the Bidding Procedures or the Motion.
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`Case 24-10628-KBO Doc 536 Filed 07/16/24 Page 2 of 17
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`executory contracts and unexpired leases, (e) setting a hearing to approve the Proposed
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`Transaction; and (ii) granting related relief; and this Court having considered the Motion, the First
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`Day Declaration, the Messer Declaration, and the arguments of counsel made, and the evidence
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`adduced, at the hearing (the “Bidding Procedures Hearing”), if any, on the Motion; and due and
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`sufficient notice of the Motion having been given under the particular circumstances; and it
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`appearing that no other or further notice need be provided; and it appearing that the relief requested
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`by the Motion is in the best interests of the Debtors, their estates, their creditors and other parties
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`in interest; and after due deliberation thereon and good and sufficient cause appearing therefor:
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`THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND
`CONCLUSIONS OF LAW:3
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`A.
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`The Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. § 1334
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`and the Amended Standing Order of Reference from the United States District Court for the District
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`of Delaware, dated February 29, 2012 (Sleet, C.J.). This is a core proceeding within the meaning
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`of 28 U.S.C. § 157(b)(2). Venue of these Chapter 11 Cases is proper pursuant to 28 U.S.C. §§
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`1408 and 1409.
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`B.
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`The predicates for the relief granted herein are sections 105, 363, 1107, and 1108
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`of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, 9006 and Local Rules 2002, 6004-
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`1, and 9006-1.
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`C.
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`The relief granted herein, and the entry of this Order, is in the best interests of the
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`Debtors, their estates, their creditors and other parties in interest. The Debtors have articulated
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`good, sufficient, and sound business reasons for authorizing and approving the relief requested in
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`3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law
`pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the
`extent that any of the foregoing findings of fact constitute conclusions of law, they are adopted as such. To the
`extent any of the following conclusions of law constitute findings of fact, they are adopted as such.
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`
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`the Motion, including the approval of the Bidding Procedures, which were developed in good faith
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`and are fair, reasonable, and appropriate under the circumstances.
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`D.
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`The Debtors provided good, sufficient, and adequate notice of the Motion, the
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`Auction, and certain other dates and deadlines related thereto and to the Bidding Procedures. Such
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`notice is reasonably calculated to provide all parties in interest with timely and proper notice, and
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`no other or further notice of, or hearing on, each is necessary or required. A reasonable opportunity
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`to object or to be heard regarding the relief requested in the Motion was afforded to all interested
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`persons and entities.
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`E.
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`The process for filing the Stalking Horse Bidder Notice and the potential
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`subsequent granting of any Bid Protections is appropriate and reasonably calculated to provide all
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`interested parties with timely and proper notice.
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`F.
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`The Assumption and Assignment Procedures provided for herein and the Cure
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`Schedule are reasonable and appropriate and consistent with the provisions of section 365 of the
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`Bankruptcy Code and Bankruptcy Rule 6006, and have been tailored to provide an adequate
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`opportunity for all counterparties to assert any objections to the assumption and assignment and/or
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`transfer of Potential Assumed/Assigned Contracts and related Cure Amounts.
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`G.
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`Entry of this Order is in the best interests of the Debtors’ estates, their creditors,
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`and all other parties in interest.
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`IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:
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`1.
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`2.
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`The Motion and the relief requested therein is GRANTED as set forth herein.
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`All objections, to the extent not withdrawn, waived, settled, or not otherwise
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`resolved, are hereby DENIED and OVERRULED on the merits with prejudice. All withdrawn
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`objections are deemed withdrawn with prejudice.
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`3.
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`The Debtors, and the exercise of their business judgment, shall be subject to the
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`oversight of the special committee of the applicable board of directors of each Debtor (the “Special
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`Committee”) in connection with any Proposed Transaction and the Bidding Procedures. Insiders
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`and affiliates of the Debtors shall be subject, in all respects, to the restrictions outlined in
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`“Important Restrictions Regarding Insiders, Affiliates and Committee Members that Are
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`Determined To Be Potential Bidders” set forth in the Bidding Procedures.
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`The Bidding Procedures
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`4.
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`The Bidding Procedures, attached hereto as Schedule 1, are APPROVED in their
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`entirety and incorporated herein by reference. The Debtors are authorized to take any and all
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`actions necessary or appropriate to implement the Bidding Procedures.
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`5.
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`The failure to specifically include a reference to any particular provision of the
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`Bidding Procedures in this Order shall not diminish or otherwise impair the effectiveness of such
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`provision, section, or procedure.
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`6.
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`The Debtors may, in consultation with the Committee and following, if applicable
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`pursuant to paragraph 19 of this Order, the provision of notice to the Ad Hoc Group,4 modify the
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`Bidding Procedures or the Assumption and Assignment Procedures and implement additional
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`procedural rules that the Debtors determine, in their business judgment, will better promote the
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`goals of the bidding process and discharge their fiduciary duties and are not inconsistent with any
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`Court order. The Debtors shall promptly file a notice of any material modifications to the Bidding
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`Procedures or the Assumption and Assignment Procedures with this Court.
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`4
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`The “Ad Hoc Group” shall mean the ad hoc group of certain holders of, or investment managers or investment
`advisors to holders of, outstanding 6.875% senior notes due 2024 and 4.7% senior notes due 2028 issued by
`Kenbourne Invest S.A., as set forth in the Third Verified Statement of the Ad Hoc Group of WOM Noteholders
`Pursuant to Bankruptcy Rule 2019 [D.I. 410].
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`
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`Important Dates and Deadlines
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`7.
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`The following dates and deadlines are hereby established, subject to the Bidding
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`Procedures and the rights of the Debtors to modify such dates in accordance with the Bidding
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`Procedures; provided, however, that this Order and the dates and deadlines established herein shall
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`at all times be subject to, without modification, Bankruptcy Rules 2002(b) and 3017:
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`Event
`Debtors to begin distributing initial marketing
`materials to interested parties
`Deadline for bidders to submit non-binding
`Indications of Interest to the Debtors (i.e., the
`IOI Deadline)
`Deadline to (i) designate Stalking Horse
`Bidder and (ii) execute Stalking Horse
`Agreement (if any)
`Deadline to file and serve Stalking Horse
`Objections (if any)
`
`Deadline for bidders to submit binding Bids
`(i.e., the Bidding Deadline)
`Debtors to file Assumption and Assignment
`Notice, identifying executory contracts and
`unexpired leases that the Debtors may assume
`and assign and/or transfer in connection with a
`Sale to the Successful Bidder
`Deadline for Debtors to designate Qualified
`Bids and file Auction Notice (if any)
`Deadline to complete Auction (if necessary)
`Deadline to file notice identifying (i) whether
`the Proposed Transaction is a Plan Transaction
`or a Sale Transaction and (ii) the Successful
`Bidder and Back-Up Bidder
`Deadline for Debtors to file form of order
`approving
`the Purchase Agreement and
`proposed Purchase Agreement (if applicable)
`
`Deadline for objections to cure amounts and/or
`the assumption and assignment or transfer of
`executory contracts and unexpired leases that
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`June 24, 2024
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`Deadline
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`August 9, 2024 at 4:00 p.m. (ET)
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`September 20, 2024
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`Fourteen (14) calendar days after the date the
`Stalking Horse Bidder (if any) is designated at
`4:00 p.m. (ET)
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`October 18, 2024 at 4:00 p.m. (ET)
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`twenty-one (21)
`i.e.,
`October 29, 2024,
`calendar days before a hearing to approve the
`Proposed Transaction
`(if
`any)
`(the
`“Transaction Hearing”)
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`October 25, 2024, i.e., five (5) business days
`after the Bidding Deadline
`November 1, 2024 at 10:30 a.m. (ET)
`Within one (1) business day after conclusion of
`Auction (if any), or as soon as reasonably
`practicable thereafter
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`November 12, 2024, i.e., seven (7) calendar
`days, or as soon as reasonably practicable,
`before the Transaction Objection Deadline (as
`defined below)
`November 14, 2024 at 4:00 p.m. (ET), i.e., five
`(5) calendar days before the Transaction
`Hearing (if any)
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`Event
`the Debtors may assume and assign and/or
`transfer
`Deadline for objections to the Proposed
`Transaction(s), including objections based on
`the manner in which the Auction (if any) was
`conducted, the identity of the Successful
`Bidder and/or the Back-Up Bidder, and the
`approval of any Bid (whether submitted prior
`to, on, or after the Bidding Deadline) (the
`“Transaction Objection Deadline”)
`Proposed Transaction Hearing (if any)
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`Consummation of a Proposed Transaction (the
`“Target Closing Date”)
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`Deadline
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`November 14, 2024 at 4:00 p.m. (ET), i.e., five
`(5) calendar days before the Transaction
`Hearing (if any)
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`November 19, 2024 at 9:30 a.m. (ET) (or such
`other date to be set based on the Court’s
`availability) or contemporaneously with
`confirmation of the Plan, as applicable
`No later than TBD, or such later date if
`necessitated
`by
`applicable
`regulatory
`approvals
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`Designation of Stalking Horse Bidder
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`8.
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`The Special Committee is authorized, but not directed, on behalf of the Debtors and
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`after consultation with the Committee, to (i) designate one or more Qualified Bidder(s) that
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`submits a Qualified Bid as a Stalking Horse Bidder as they deem necessary and appropriate on or
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`before September 20, 2024, (ii) enter into a Stalking Horse Agreement, and (iii) agree to certain
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`appropriate and customary protections to a Stalking Horse Bidder, provided, however, that no such
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`Bid Protections are being approved herein and any such approval shall be subject to further order
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`of this Court, provided further, that the Bid Protections will only be earned by the Stalking Horse
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`Bidder if the Successful Bidder overbids the Stalking Horse Bidder on the same terms
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`contemplated by the applicable Stalking Horse Bid, and will only be payable on the effective date
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`of a Plan or the closing of a Sale from the cash proceeds of the transaction, as applicable.
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`9.
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`As soon as reasonably practicable, but no later than (1) business day after the
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`Stalking Horse Bidder designation, the Debtors shall file a notice designating such the Stalking
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`Horse Bidder (the “Stalking Horse Bidder Notice”) pursuant to the Bidding Procedures, which
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`shall be served by email, where available, or otherwise by first class mail, to the following parties,
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`or in lieu thereof, their counsel: (i) the Office of the United States Trustee (the “U.S. Trustee”),
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`(ii) the Committee, (iii) the DIP Agent; (iv) the Ad Hoc Group; (v) the indenture trustee in respect
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`of the Senior Notes (as defined in the First Day Declaration); (vi) the Office of the United States
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`Attorney for the District of Delaware; (vii) all known holders of liens, encumbrances, and other
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`claims secured by the Debtors’ assets, (viii) any party that has requested notice pursuant to
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`Bankruptcy Rule 2002, (ix) any parties that have expressed written interest in pursuing a Proposed
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`Transaction in connection with the marketing and bidding process; and (x) any Contract
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`Counterparties, as applicable (the “Bidding Procedures Notice Parties”). The Stalking Horse
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`Bidder Notice, if filed, shall include: (i) a copy of the Stalking Horse Agreement, (ii) the deadline
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`for parties in interest to file and serve Stalking Horse Objections, (iii) the Proposed Stalking Horse
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`Order, and (iv) the reasons the Debtors believe the Bid Protections satisfy the requirements of
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`section 503(b) of the Bankruptcy Code. For the avoidance of any doubt, nothing in this Order
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`shall shift the Debtors’ burden to prove that the Bid Protections are necessary to preserve the value
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`of the Debtors’ estates pursuant to section 503(b) of the Bankruptcy Code.
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`10.
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`Any objections to the designation of one or more Stalking Horse Bidders or any of
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`the terms of the Stalking Horse Bid, including the Bid Protections as set forth in the Stalking Horse
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`Bidder Notice or the proposed form of Proposed Stalking Horse Order shall (i) be in writing, (ii)
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`comply with the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any other applicable rules,
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`(iii) state, with specificity, the legal and factual bases thereof, and (iv) be filed with the Court and
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`served on the Bidding Procedures Notice Parties and the proposed Stalking Horse Bidder(s) no
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`later than 4:00 p.m. (prevailing Eastern Time) on the date that is fourteen (14) calendar days
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`after the date the Stalking Horse Bidder (if any) is designated .
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`11.
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`If a timely Stalking Horse Objection is filed, the Debtors will schedule a hearing
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`regarding such objection as soon as reasonably practicable. The Debtors are authorized to file a
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`notice seeking an expedited hearing with respect to the Stalking Horse Objection on not fewer than
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`three (3) calendar days’ notice. Absent any timely objection, the Debtors may file the Proposed
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`Stalking Horse Order, under certification of counsel, which may be entered by the Court without
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`further notice or a hearing.
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`Notice Procedures
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`12.
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`As soon as reasonably practicable upon entry of this Order, the Debtors shall serve
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`the notice of the entry of this Order and the Bidding Procedures, by email, where available, or
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`otherwise by first class mail, to the Bidding Procedures Notice Parties.
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`13.
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`The form of the Auction Notice, substantially in the form attached to this Order as
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`Schedule 2, is hereby approved. The Debtors shall file the Auction Notice, if applicable, with the
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`Court on or before October 25, 2024 and cause such notice to be served on the Bidding Procedures
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`Notice Parties, in accordance with the Bidding Procedures. The Debtors may in their discretion
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`cause publication of
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`the Auction Notice on
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`the Debtors’ restructuring website at
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`https://cases.ra.kroll.com/wom. The Auction Notice is deemed to provide timely and proper notice
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`of the Auction, if any, including the date, time, and place of the Auction, to all interested parties.
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`14.
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`The form of the Assumption and Assignment Notice attached hereto as Schedule
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`3 is hereby approved, and the Assumption and Assignment Procedures are deemed to be sufficient
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`to provide effective notice to the Contract Counterparties of the Debtors’ intent to potentially
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`assume and assign some or all of the contracts listed on the Cure Schedule. Such notice is deemed
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`to satisfy the notice requirements under Bankruptcy Rules 2002, 6004, and 6006, as well as Local
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`Rule 6004-1, and to otherwise comply in all respects with applicable provisions of the Bankruptcy
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`Code, Bankruptcy Rules, and Local Rules.
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`The Auction
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`15.
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`The Special Committee is authorized, on behalf of the Debtors, to conduct an
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`Auction, if necessary, as set forth in the Bidding Procedures. The Auction may be conducted via
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`remote video or in-person, at the Debtors’ election. In the event the Debtors elect to conduct the
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`Auction in person, such Auction shall take place on or before November 1, 2024 at 10:30 a.m.
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`(prevailing Eastern Time) at the offices of White & Case LLP, 1221 Avenue of the Americas,
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`New York, NY 10020 and/or a virtual room hosted by the Debtors’ counsel, or such other location
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`as may be determined by the Debtors. To the extent the Debtors modify the date, time, or place of
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`the Auction (if any), notice shall be given to (i) any Qualified Bidders, (ii) the Committee, (iii) the
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`U.S. Trustee, via email. The Debtors are authorized, subject to the terms of this Order and the
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`Bidding Procedures, to take all actions necessary, based on their reasonable discretion and in
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`consultation with the Committee as provided in the Bidding Procedures, to conduct the Auction in
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`a manner that will result in the highest and otherwise best offer for the Debtors’ assets.
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`16.
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`The Auction will be conducted openly and all creditors will be permitted to attend
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`(but, unless such creditor is a Qualified Bidder, not participate in) the Auction, subject to
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`reasonable limitations imposed by a virtual auction platform, if applicable and necessary, to be
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`evaluated and determined by the Debtors in their reasonable discretion; provided that any such
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`creditor that wishes to attend the auction must provide the Debtors with written notice of their
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`intent to attend the Auction one (1) business day prior to the Auction, which written notice shall
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`be sent to counsel for the Debtors via electronic mail, to peter.strom@whitecase.com.
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`17.
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`The Special Committee, acting on behalf of the Debtors, and the Debtors’
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`professionals shall direct and preside over the Auction (if any) and any Auction shall be
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`transcribed. Each Qualified Bidder participating in the Auction (if any) must confirm on the record
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`at such Auction that it (i) has not engaged in any collusion with respect to the bidding described
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`herein; provided that, to the extent the Ad Hoc Group is a Qualified Bidder and has discussed the
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`terms of any Bid with any Potential Bidder in accordance with the settlement term sheet attached
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`as Exhibit 1 to Docket No. 449 (the “Settlement Agreement”), the occurrence of such Joint Bid
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`Discussions shall not be considered collusion for purposes hereof, (ii) has reviewed, understands
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`and accepts the Bidding Procedures, and (iii) consents to the core jurisdiction of the Court with
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`respect to the Bidding Procedures, the Auction (if any), and the construction and enforcement of
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`documents relating to any transaction proposed in a Qualified Bid.
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`18.
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`The Debtors (including the Special Committee, the board of directors, board of
`
`managers, or similar governing body of a Debtor) are authorized (subject to consultation with the
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`Committee as set forth in the Bidding Procedures and the rights of the Ad Hoc Group and other
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`creditors to raise objections with the Court, and in a manner consistent with their fiduciary duties
`
`and applicable law) to: (i) determine which Qualified Bid at the Auction (if any) is the highest or
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`best proposal; (ii) reject any Bid that is (a) inadequate or insufficient, (b) not in conformity with
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`the requirements of the Bidding Procedures or the requirements of the Bankruptcy Code or (c)
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`contrary to the best interests of the Debtors and their estates; (iii) waive certain terms and
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`conditions set forth herein with respect to all Potential Bidders and Qualified Bidders; provided,
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`however, that the Debtors (including the Special Committee, the board of directors, board of
`
`managers, or similar governing body of a Debtor) shall not be authorized to waive any provisions
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`in this Order or the Bidding Procedures regarding the prohibition on collusion, restrictions
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`regarding insiders and affiliates, or notice requirements with respect to Bid Protections; (iv)
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`impose additional terms and conditions at the Auction (if any) with respect to all Qualified Bidders;
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`(v) extend the deadlines set forth herein; (vi) continue or cancel the Auction (if any) in open court
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`without further notice; and (vii) modify the Bidding Procedures, if necessary, and implement
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`
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`additional procedural rules that the Debtors determine, in their business judgment, will better
`
`promote the goals of the bidding process and discharge their fiduciary duties and are not
`
`inconsistent with this or any other order of this Court.
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`19.
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`Notwithstanding anything to the contrary in these Bidding Procedures, the Debtors
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`and the Debtors’ Advisors will not consult with or provide copies of any Bids (as defined below)
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`or other confidential information to (i) any insider or affiliate of the Debtors or (ii) any member of
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`the Committee if such party is reasonably determined by the Special Committee to be a Potential
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`Bidder. For the avoidance of any doubt, any insider or affiliate of the Debtors that is determined
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`by the Special Committee to be a Potential Bidder shall be required to recuse itself from any board
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`discussions or deliberations regarding any Proposed Transaction. If a member of the Committee
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`is determined by the Special Committee to be a Potential Bidder, the Special Committee shall
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`notify the Committee of such designation within one (1) business day. Thereafter, the Committee
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`will maintain its consultation rights, provided that the Committee (i) excludes such Committee
`
`member from any discussions or deliberations regarding any Proposed Transaction and (ii) shall
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`not provide such Committee member any confidential information with respect to any Proposed
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`Transaction. For the avoidance of any doubt, to the extent an excluded Committee member is no
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`longer considered a Potential Bidder by the Special Committee, then such Committee member
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`may fully participate in the Committee’s exercise of its rights hereunder. In the event that each
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`member of the Ad Hoc Group informs the Debtors and the Committee in writing that it no longer
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`intends to participate as a Potential Bidder, the Ad Hoc Group shall from that point forward have
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`the information rights provided herein and each member of the Ad Hoc Group shall no longer be
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`considered a Potential Bidder unless otherwise determined by the Special Committee (in
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`consultation with the Committee).
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`The Proposed Transaction Hearing
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`20.
`
`A hearing to consider the approval of a Proposed Transaction (the “Transaction
`
`Hearing”), shall take place (i) on November 19, 2024 at 9:30 a.m. (prevailing Eastern Time) (or
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`such other date to be set based on the Court’s availability) or contemporaneously with confirmation
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`of the Plan, as applicable if the Proposed Transaction is a Sale Transaction, or (ii)
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`contemporaneously with confirmation of the Plan (which shall be scheduled and noticed for a
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`different date and time subject to Bankruptcy Rules 2002(b) and 3017), if the Proposed Transaction
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`is a Plan Transaction, in each case before the Honorable Karen B. Owens of the United States
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`Bankruptcy Court for the District of Delaware, 824 Market Street North, 6th Floor, Courtroom 3,
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`Wilmington, Delaware 19801.
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`21.
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`The Transaction Hearing may be continued to a later date by the Debtors by filing
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`a notice on the Court’s docket prior to, or making an announcement at, the Transaction Hearing.
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`No further notice of any such continuance will be required to be provided to any party.
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`22.
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`Objections to entry of any order approving the Successful Bidder must (i) be in
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`writing and specify the nature of such objection; (ii) comply with the Bankruptcy Code,
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`Bankruptcy Rules, Local Bankruptcy Rules, and all orders of the Court; and (iii) be filed with the
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`Court and served so as to be actually received by the Debtors and counsel to the Debtors by
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`November 14, 2024 at 4:00 p.m. (prevailing Eastern Time) (the “Transaction Objection
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`Deadline”).
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`23.
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`If any party fails to timely file with this Court and serve on the Debtors’ Advisors
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`an objection to entry of any order approving the Successful Bidder by the Transaction Objection
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`Deadline or otherwise abide by the procedures set forth in the Bidding Procedures with respect to
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`such an objection, such party shall be barred from asserting, at the Transaction Hearing or
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`otherwise, any objection to the relief requested in the Motion, or to the consummation and
`12
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`RLF1 31206152v.1
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`Case 24-10628-KBO Doc 536 Filed 07/16/24 Page 13 of 17
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`performance of the Proposed Transaction, including the transfer of the Debtors’ assets to the
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`Successful Bidder or Back-Up Bidder, free and clear of all liens, claims, interests and
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`encumbrances pursuant to section 363(f) of the Bankruptcy Code, and shall be deemed to
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`“consent” for the purposes of section 363(f) of the Bankruptcy Code.
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`Assumption and Assignment Procedures
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`24.
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`The procedures set forth below regarding notice of assumption and assignment of
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`Potential Assumed/Assigned Contracts by the Debtors in connection with a proposed Sale
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`Transaction (the “Assumption and Assignment Procedures”) are hereby approved:
`
`(a)
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`(b)
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`Assumption and Assignment Notice. No later than twenty-one (21) days
`before a hearing to approve a Sale Transaction, the Debtors, after consulting
`with the Committee, and following, if applicable pursuant to paragraph 19
`of this Order, the provision of notice to the Ad Hoc Group, shall file an
`Assumption and Assignment Notice, identifying executory contracts and
`unexpired leases that the Debtors may assume and assign and/or transfer in
`connection with a Sale Transaction to the Successful Bidder (the “Potential
`Assumed/Assigned Contracts”). The Assumption and Assignment Notice
`shall (i) identify Potential Assumed/Assigned Contracts; (ii) identify the
`Debtor counterparty to such Potential Assumed/Assigned Contracts; (iii)
`list the proposed cure amounts, if any, that the Debtors, in consultation with
`the Committee, believe must be paid to cure all defaults outstanding under
`each Potential Assumed/Assigned Contract (the “Cure Amounts”) as of
`such date; (iv) include a statement that assumption and assignment of such
`Potential Assumed/Assigned Contract is not required or guaranteed; and (v)
`inform such Contract Counterparty of the requirement to file any
`Cure/Assignment Objection by the Cure/Assignment Objection Deadline.
`Service of the Assumption and Assignment Notice, including the Cure
`Schedule, upon a Contract Counterparty does not constitute an admission
`that a particular Potential Assumed/Assigned Contract is an executory
`contract or unexpired lease, or confirm that the Debtors are required to
`assume and/or assign such contract or lease.
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`Additional Assumption and Assignment Notice. If the Debtors (including
`in consultation with the Committee and following, if applicable pursuant to
`paragraph 19 of this Order, the provision of notice to the Ad Hoc Group),
`Successful Bidder, or Back-Up Bidder, as applicable, in accordance with
`the Bidding Procedures, identify additional executory contracts or
`unexpired leases that it wishes to add to or remove from to the Potential
`Assumed/Assigned Contracts and Cure Schedule (each an “Additional
`Contract”) the Debtors shall, as soon as practicable after making or being
`13
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`RLF1 31206152v.1
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`Case 24-10628-KBO Doc 536 Filed 07/16/24 Page 14 of 17
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`(c)
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`(d)
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`informed of such a determination and after consulting with the Committee,
`send a supplemental Assumption and Assignment Notice (a “Additional
`Assumption and Assignment Notice”) to the applicable Contract
`Counterparties to such Additional Contracts.
`
`Objections. Objections to a proposed Cure Amount (a “Cure Objection”)
`and/or any other objections to the assumption and assignment or transfer of
`any of the Potential Assumed/Assigned Contracts (an “Assignment
`Objection”) must: (i) be made in writing and filed on the docket for these
`Chapter 11 Cases five calendar days before a Transaction Hearing (the
`“Cure/Assignment Objection Deadline”); (ii) state the basis of such
`objection with specificity, including, without limitation, the Cure Amount
`alleged to be due by such Contract Counterparty, and include complete
`contact information for such Contract Counterparty (including address,
`telephone number, and email address); (iii) comply with the Bankruptcy
`Code, the Bankruptcy Rules, and the Local Rules; and (iv) be served on the
`Notice Parties (as defined in the Bidding Procedures), so as to be actually
`received by such parties on or before the Cure/Assignment Objection
`Deadline.
`
`Objections from any Contract Counterparty to an Additional Assumption
`and Assignment Notice (an “Additional Potential Assignment/Cure
`Objection”) must: (i) be made in writing and filed on the docket by the later
`of (a) the Cure/Assignment Objection Deadline and (b) fourteen (14)
`calendar days after the Debtors file and serve the Additional Assumption
`and Assignment Notice (as applicable, the “Additional Potential
`Assignment/Cure Objection Deadline”); (ii) state the basis of such
`objection with specificity, including, without limitation, any Cure Amount
`alleged by such Contract Counterparty, and include contact information for
`such Contract Counterparty; (iii) comply with the Bankruptcy Code, the
`Bankruptcy Rules, and the Local Bankruptcy Rules; and (iv) be served on
`the Bidding Procedures Notice Parties, so as to be actually received on or
`before the Additional Potential Assignment Objection Deadline.
`
`25.
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`Any party failing to timely file an objection to the Cure Amounts or the proposed
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`assumption and assignment of Potential Assumed/Assigned Contracts or Additional Contracts
`
`listed on the Assumption and Assignment Notice or an Additional Assumption and Assignment
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`Notice is deemed to have consented to (i) such Cure Amount, (ii) the assumption and assignment
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`of such Potential Assumed/Assigned Contract or Additional Contract, and (iii) the related relief
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`requested in the Motion. Such party shall be forever barred and estopped from objecting to the