Case 24-10628-KBO Doc 536-2 Filed 07/16/24 Page 1 of 4
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`Schedule 2
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`Auction Notice
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`31613388.6
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`Case 24-10628-KBO Doc 536-2 Filed 07/16/24 Page 2 of 4
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
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`In re
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`WOM S.A., et al.,1
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`Chapter 11
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`Case No. 24-10628 (KBO)
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`(Jointly Administered)
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`Debtors.
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`NOTICE OF AUCTION AND TRANSACTION HEARING
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`PLEASE TAKE NOTICE OF THE FOLLOWING:
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`On [•], the United States Bankruptcy Court for the District of Delaware (the “Court”)
`entered an order [D.I. [•]] (the “Bidding Procedures Order”),2 (a) approving the bidding and
`auction procedures attached to the Bidding Procedures Order as Schedule 1 (the “Bidding
`Procedures”); (b) subject to final Court approval, authorizing, but not directing the selection of
`one or more Stalking Horse Bidder(s) in accordance with the Bidding Procedures; (c) authorizing
`the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) to conduct an
`auction (the “Auction”) and scheduling a hearing to consider the approval of the Proposed
`Transaction (the “Transaction Hearing”); (d) approving the form and manner of the notice of the
`Bidding Procedures, Auction, and the Transaction Hearing; and (e) establishing the Assumption
`and Assignment Procedures (as defined in the Bidding Procedures).
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`The Bidding Deadline is October 18, 2024, at 4:00 p.m. (prevailing Eastern Time), and
`any person or entity who wishes to participate in the Auction must comply with the participation
`requirements, bid requirements, and other requirements set forth in the Bidding Procedures.
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`Pursuant to the Bidding Procedures, the Auction, if any, shall commence on or before
`[November 1], 2024 at 10:30 a.m. (prevailing Eastern Time) at the offices of White & Case
`LLP, 1221 Avenue of the Americas, New York, NY 10020 and/or a virtual room hosted by the
`Debtors’ counsel, or such other place and time as the Debtors shall notify the Qualified Bidders,
`the Committee, and the Ad Hoc Group. In accordance with the Bidding Procedures, the Debtors
`will provide instructions for accessing the Auction by videoconference to the Qualified Bidders,
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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.
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`2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Bidding
`Procedures Order or the Bidding Procedures, as applicable.
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`Case 24-10628-KBO Doc 536-2 Filed 07/16/24 Page 3 of 4
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`the Committee, and the Ad Hoc Group prior to any Auction. Only Qualified Bidders will be
`entitled to make any bids at the Auction.
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`The Debtors, the Qualified Bidders, the Committee, the Ad Hoc Group, and the Office of
`the United States Trustee shall be entitled to attend the Auction (if any); provided, that the Debtors
`may, in consultation with the Committee, establish a reasonable limit on the number of advisors
`that may appear on behalf of each party. Notwithstanding the foregoing, the Auction will be
`conducted openly and all creditors will be permitted to attend (but, unless such creditor is a
`Qualified Bidder, not participate in) the Auction, subject to reasonable limitations imposed by a
`virtual auction platform, if applicable and necessary, to be evaluated and determined by the
`Debtors in their reasonable discretion; provided that any such creditor that wishes to attend the
`auction must provide the Debtors with written notice of their intent to attend the Auction one (1)
`business day prior to the Auction, which written notice shall be sent to counsel for the Debtors via
`electronic mail, to peter.strom@whitecase.com.
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`The Transaction Hearing shall take place (i) on November 19, 2024 at 9:30 a.m.
`(prevailing Eastern Time) or such other date to be set based on the Court’s availability, if the
`Proposed Transaction is a Sale Transaction, or (ii) contemporaneously with confirmation of the
`Plan (which shall be scheduled and noticed for a different date and time subject to Bankruptcy
`Rules 2002(b) and 3017), if the Proposed Transaction is a Plan Transaction, in each case before
`the Honorable Karen B. Owens of the United States Bankruptcy Court for the District of Delaware,
`824 Market Street North, 6th Floor, Courtroom 3, Wilmington, DE 19801.
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`The Transaction Hearing may be continued to a later date by the Debtors by filing a
`notice on the Court’s docket prior to, or making an announcement at, the Transaction
`Hearing. No further notice of any such continuance will be required to be provided to any
`party.
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`Objections to entry of any order approving the Successful Bidder must (i) be in writing and
`specify the nature of such objection; (ii) comply with the Bankruptcy Code, Bankruptcy Rules,
`Local Bankruptcy Rules, and all orders of the Court; and (iii) be filed with the Court and served
`so as to be actually received by the Debtors and counsel to the Debtors by November 14, 2024
`at 4:00 p.m. (prevailing Eastern Time) (the “Transaction Objection Deadline”). Unless an
`objection is timely served and filed in accordance with this notice, the Court may grant the relief
`requested without further hearing and notice.
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`THIS NOTICE IS SUBJECT TO THE BIDDING PROCEDURES AND THE BIDDING
`PROCEDURES ORDER. COPIES OF THE BIDDING PROCEDURES ORDER, THE
`BIDDING PROCEDURES, OR OTHER DOCUMENTS RELATED THERETO ARE
`AVAILABLE ON THE DEBTORS’ RESTRUCTURING WEBSITE AT
`HTTPS://CASES.RA.KROLL.COM/WOM OR UPON REQUEST TO
`WHITE & CASE LLP AT PETER.STROM@WHITECASE.COM.
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`Case 24-10628-KBO Doc 536-2 Filed 07/16/24 Page 4 of 4
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`Dated: [•], 2024
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`DRAFT
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`RICHARDS, LAYTON & FINGER, P.A.
`John H. Knight (No. 3848)
`Amanda R. Steele (No. 5530)
`Brendan J. Schlauch (No. 6115)
`Alexander R. Steiger (No. 7139)
`One Rodney Square
`920 North King Street
`Wilmington, Delaware 19801
`Telephone: (302) 651-7700
`knight@rlf.com
`steele@rlf.com
`schlauch@rlf.com
`steiger@rlf.com
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`Co-Counsel to Debtors and
`Debtors-in-Possession
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`WHITE & CASE LLP
`John K. Cunningham (admitted pro hac vice)
`Richard S. Kebrdle (admitted pro hac vice)
`Southeast Financial Center
`200 South Biscayne Boulevard, Suite 4900
`Miami, Florida 33131
`Telephone: (305) 371-2700
`Email: jcunningham@whitecase.com
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`rkebrdle@whitecase.com
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`Philip M. Abelson (admitted pro hac vice)
`Andrew Zatz (admitted pro hac vice)
`Samuel P. Hershey (admitted pro hac vice)
`Andrea Amulic (admitted pro hac vice)
`Lilian Marques (admitted pro hac vice)
`Claire Tuffey (admitted pro hac vice)
`1221 Avenue of the Americas
`New York, NY 10020
`Telephone: (212) 819-8200
`Email: philip.abelson@whitecase.com
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`azatz@whitecase.com
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`sam.hershey@whitecase.com
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`andrea.amulic@whitecase.com
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`lilian.marques@whitecase.com
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`claire.tuffey@whitecase.com
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`Co-Counsel to Debtors and Debtors-in-
`Possession
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`RLF1 31206152v.1
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