Case 24-10628-KBO Doc 536-3 Filed 07/16/24 Page 1 of 8
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`Schedule 3
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`Assumption and Assignment Notice
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`RLF1 31206152v.1
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`Case 24-10628-KBO Doc 536-3 Filed 07/16/24 Page 2 of 8
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`IN THE UNITED STATES BANKRUPTCY COURT
`FOR THE DISTRICT OF DELAWARE
`
`
`In re
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`WOM S.A., et al.,1
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`
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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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`
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`Debtors.
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`NOTICE OF DEBTORS’ PROPOSED ASSUMPTION AND ASSIGNMENT OF
`DESIGNATED EXECUTORY CONTRACTS AND UNEXPIRED LEASES
`
`PLEASE TAKE NOTICE OF THE FOLLOWING:
`
`On June 13, 2024, the above-captioned debtors and debtors in possession (collectively, the
`“Debtors”) filed a motion (the “Motion”) with the United States Bankruptcy Court for the District
`of Delaware (the “Bankruptcy Court”) seeking entry of (i) an order (the “Bidding Procedures
`Order”) (a) approving bid and auction procedures in connection with the Debtors’ efforts to solicit
`bids, conduct an auction (the “Auction”), if necessary, and select the highest or otherwise best
`proposal (i) for a sale of all or substantially all of the Debtors’ assets (the “Sale”, such transaction,
`a “Sale Transaction”) or (ii) to sponsor a chapter 11 plan of reorganization (as modified, amended,
`or supplemented from time to time, the “Plan”, such transaction, a “Plan Transaction” and,
`together with the Sale, the “Proposed Transaction”), (b) authorizing the Debtors to designate a
`stalking horse bidder, (c) approving procedures for the assumption and assignment of certain
`executory contracts and unexpired leases (collectively, the “Potential Assumed/Assigned
`Contracts”), and the assignment of designated Potential Assumed/Assigned Contracts in
`connection with a Sale (the “Transferred Contracts”), and (d) scheduling the Auction and
`Transaction Hearing.2
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`On [•], 2024, the Bankruptcy Court entered the Bidding Procedures Order [D.I. [•]],
`thereby approving the relief requested by the Debtors in the Motion.
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`YOU ARE RECEIVING THIS NOTICE BECAUSE YOU ARE A PARTY TO ONE
`OR MORE OF THE CONTRACTS OR LEASES REFERRED TO HEREIN.
`
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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 defined herein shall have the meaning ascribed to them in the Motion and Bidding
`Procedures Order, as applicable.
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`POTENTIAL ASSUMED/ASSIGNED CONTRACTS3
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`Attached as Annex A is a schedule of all Potential Assumed/Assigned Contracts that may be
`assumed and assigned to the Successful Bidder in a Sale, listing the counterparties to such contracts
`(the “Contract Counterparties”) and the amount, if any, proposed to be paid to cure any monetary
`defaults under the Potential Assumed/Assigned Contracts pursuant to section 365 of the
`Bankruptcy Code (the “Cure Amounts”).4 The Successful Bidder reserves the right to revise these
`schedules in accordance with its Purchase Agreement and the Bidding Procedures at any time prior
`to the closing of the applicable Sale (the “Closing”).
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`To the extent that any Transferred Contract is determined by an order of the Bankruptcy Court, or
`as agreed to between the Debtors (in consultation with the Official Committee of Unsecured
`Creditors in the Chapter 11 Cases (the “Committee”)) and the applicable Contract Counterparty,
`not to be an executory contract or unexpired lease under and for purposes of section 365 of the
`Bankruptcy Code, the Debtors shall instead sell, assign, and transfer to the Successful Bidder all
`of the Debtors’ right, title, and interest in, to and under such Transferred Contracts pursuant to
`section 363 of the Bankruptcy Code. Prior to any such sale and transfer of a Transferred Contract,
`the Successful Bidder shall cure any monetary defaults or pay other amounts due under such
`Transferred Contract which are capable of being cured or paid as if such Transferred Contract had
`been subject to section 365 of the Bankruptcy Code.
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`IF YOU AGREE WITH THE ASSUMPTION AND ASSIGNMENT OF YOUR POTENTIAL
`ASSUMED/ASSIGNED CONTRACT(S) AND/OR PROPOSED CURE AMOUNTS LISTED IN
`ANNEX A WITH RESPECT TO YOUR POTENTIAL ASSUMED/ASSIGNED
`CONTRACT(S), YOU ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION.
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`IF YOU DISAGREE WITH THE ASSUMPTION AND ASSIGNMENT OF YOUR
`POTENTIAL ASSUMED/ASSIGNED CONTRACT(S) AND/OR THE PROPOSED CURE
`IN ANNEX A WITH RESPECT TO YOUR POTENTIAL
`AMOUNTS LISTED
`ASSUMED/ASSIGNED CONTRACT(S), YOU MUST OBJECT BY NO LATER THAN [•],
`2024 AT 4:00 P.M. (PREVAILING EASTERN TIME) (the “Cure/Assignment Objection
`Deadline”).5
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`Objections to the assumption and assignment of any of the Potential Assumed/Assigned Contracts
`(an “Assignment Objection”) or a proposed Cure Amount with respect to any Potential
`Assumed/Assigned Contracts (a “Cure Objection”) must be: (i) made in writing and filed on the
`docket for these Chapter 11 Cases no later than the Cure/Assignment Objection Deadline; (ii)
`state the basis of such Assignment Objection or Cure Objection with specificity, including,
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`3 The presence of any contract or lease on Annex A hereto does not constitute an admission that such contract or
`lease is an executory contract or unexpired lease within the meaning of section 365 of the Bankruptcy Code or
`that such contract or lease will be assumed and/or assigned by the Debtors.
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`4 For avoidance of doubt, the Debtors reserve all rights to remove any executory contract or unexpired lease from
`the Cure Schedule prior to Closing of any Sale(s), in which instance such executory contract or unexpired lease
`will not be a Transferred Contract.
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`5 Fourteen (14) days after filing of the Assumption and Assignment Notice.
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`without limitation, the Cure Amount alleged to be due to 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 following, so as to be actually received by them on or
`before the Cure/Assignment Objection Deadline (collectively, the “Objection Notice Parties”):
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`(a) White & Case LLP, 200 South Biscayne Boulevard, Suite 4900, Miami, FL 33131,
`Attn: John K. Cunningham (jcunningham@whitecase.com), Richard Kebrdle
`(rkebrdle@whitecase.com), and White & Case LLP, 1221 Avenue of the Americas,
`New York, NY 10020, Attn: Philip Abelson (philip.abelson@whitecase.com),
`Andrea Amulic (andrea.amulic@whitecase.com); and
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`(b)
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`Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street,
`Wilmington, DE 19801, Attn: John H. Knight (knight@rlfcom), Amanda R. Steele
`(steele@rlf com), Brendan J. Schlauch (schlauch@rlf.com).
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`If you file a Cure Objection or Assignment Objection satisfying the requirements herein, the
`Debtors (in consultation with the Committee) and the Successful Bidder, as applicable, will confer
`with you in good faith to attempt to resolve any such Cure Objection or Assignment Objection
`without intervention of the Bankruptcy Court. If the applicable parties determine that the Cure
`Objection or Assignment Objection cannot be resolved without judicial intervention in a timely
`manner, the Bankruptcy Court shall resolve such objections at the Transaction Hearing or such
`other date designated by the Bankruptcy Court.
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`If the Debtors, Successful Bidder, or Backup Bidder, in accordance with the Bidding Procedures,
`identify additional executory contracts or unexpired leases that they wish to add to or remove from
`the Cure Schedule (each an “Additional Contract”), the Debtors shall, as soon as practicable after
`making or being informed of such a determination and after consulting with the Committee, and
`following, if applicable pursuant to paragraph 19 of the Order, the provision of notice to the Ad
`Hoc Group, send an Additional Assumption and Assignment Notice to the applicable Contract
`Counterparties to such Additional Contracts. To the extent an executory contract or unexpired
`lease is not assumed and assigned to the Successful Bidder, the Debtors may, in their sole
`discretion and in consultation with the Committee, and following, if applicable pursuant to
`paragraph 19 of the Order, the provision of notice to the Ad Hoc Group, reject such an unassigned
`executory contract or unexpired lease to the extent permitted by law following the Closing. In no
`event will the Successful Bidder be responsible for any unassigned executory contracts or
`unexpired leases.
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`Objections from any Contract Counterparty to an Additional Contract (an “Additional Potential
`Assignment 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 Objection Deadline”); (ii) state the basis of such objection with specificity,
`including, without limitation, the 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 Rules; and (iv) be served upon the Objection Notice Parties so
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`as to be actually received by them on or before the Additional Potential Assignment Objection
`Deadline.
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`If a timely Additional Potential Assignment Objection is filed, and cannot be resolved
`consensually, the Bankruptcy Court shall resolve such Additional Potential Assignment Objection
`at a hearing to be held (i) on or before seven (7) calendar days from the timely filing of the
`Additional Potential Assignment Objection; (ii) at the Cure/Assignment Hearing; or (iii) such other
`date designated by the Bankruptcy Court. If such Additional Contract is a Transferred Contract,
`unless the Bankruptcy Court orders otherwise, contemporaneously with the resolution of any such
`objection, the Additional Contract underlying such objection shall be deemed to have been
`assumed and assigned, or assigned, as the case may be, to the Successful Bidder or the Backup
`Bidder, as the case may be, without the necessity of obtaining any further order of the Bankruptcy
`Court.
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`IF YOU FAIL TO TIMELY FILE AND PROPERLY SERVE A CURE OBJECTION OR
`ASSIGNMENT OBJECTION AS PROVIDED HEREIN (I) YOU WILL BE DEEMED TO
`HAVE FOREVER WAIVED AND RELEASED ANY RIGHT TO ASSERT A CURE
`OBJECTION, ASSIGNMENT OBJECTION, OR ADDITIONAL POTENTIAL
`ASSIGNMENT OBJECTION, AS APPLICABLE, AND TO HAVE OTHERWISE
`CONSENTED TO THE ASSUMPTION AND ASSIGNMENT, OR SALE AND
`TRANSFER, OF THE DEBTORS’ RIGHT, TITLE, AND INTEREST IN, TO AND
`UNDER, SUCH POTENTIAL ASSUMED/ASSIGNED CONTRACT OR ADDITIONAL
`POTENTIAL ASSUMED/ASSIGNED CONTRACT, AS APPLICABLE, ON THE TERMS
`SET FORTH IN THIS ASSIGNMENT NOTICE AND THE PURCHASE AGREEMENT(S)
`TO BE ENTERED INTO WITH THE SUCCESSFUL BIDDER(S), (II) YOU WILL HAVE
`CONSENTED TO THE ASSUMPTION AND ASSIGNMENT OF, OR SALE AND
`TRANSFER OF, THE DEBTORS’ RIGHT, TITLE, AND INTEREST IN, TO AND
`UNDER, ITS TRANSFERRED CONTRACT, AS THE CASE MAY BE, WITHOUT THE
`NECESSITY OF OBTAINING ANY FURTHER ORDER OF THE BANKRUPTCY
`COURT, AND (III) YOU WILL BE BARRED AND ESTOPPED FOREVER FROM
`ASSERTING OR CLAIMING AGAINST THE DEBTORS, THE SUCCESSFUL
`BIDDER(S), OR THE BACKUP BIDDER(S) THAT ANY ADDITIONAL CURE
`AMOUNTS ARE DUE OR DEFAULTS EXIST, OR CONDITIONS TO ASSUMPTION
`AND ASSIGNMENT, OR SALE AND TRANSFER, MUST BE SATISFIED, UNDER
`SUCH TRANSFERRED CONTRACT.
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`The Debtors’ assumption and assignment, or sale and transfer, of a Transferred Contract is subject
`to approval by the Bankruptcy Court, and consummation of the closing of the Sale(s). If there is
`no closing, the Transferred Contracts shall be deemed neither assumed nor assigned and shall in
`all respects be subject to subsequent assumption or rejection by the Debtors.
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`The inclusion of any document on the list of Potential Assumed/Assigned Contracts or Transferred
`Contracts shall not constitute or be deemed to be a determination or admission by the Debtors or
`the Successful Bidder that such document is, in fact, an executory contract or unexpired lease
`within the meaning of the Bankruptcy Code, and all rights with respect thereto are expressly
`reserved.
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`The dates set forth in this notice are subject to change, and further notice of such changes may not
`be provided except through announcements in open court and/or the filing of notices and/or
`amended agendas and/or in accordance with the Bidding Procedures Order.
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`This notice is subject to the full terms and conditions of the Bidding Procedures and Bidding
`Procedures Order, which shall control in the event of any conflict. The Debtors encourage parties
`in interest to review such documents in their entirety and consult an attorney if they have questions
`or want advice.
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`[Remainder of Page Left Intentionally Blank]
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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
`
`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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`Case 24-10628-KBO Doc 536-3 Filed 07/16/24 Page 8 of 8
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`ANNEX A
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`Schedule of Potential Assumed/Assigned Contracts
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`Contract
`Counterparty
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`Contract/Lease
`Debtor Party Contract/Lease
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`Date of
`Contract/Lease
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`Cure
`Amount
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`[X]
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`[X]
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`[X]
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`[X]
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`[X]
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`No.
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`1.
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`RLF1 31206152v.1
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