WOM - Post Effective Date Registration Form

NOTICE OF POST-EFFECTIVE DATE EVENT and REGISTRATION 

FORM FOR DISTRIBUTIONS PURSUANT TO THE PLAN

EXPIRATION DATE: April 30, 2025, AT 5:00 P.M. (PREVAILING EASTERN TIME)

To: Eligible Holders[1] of Class 3 Unsecured Notes Claims entitled to receive Take Back New Secured Notes and New Holdco Units in accordance with the Plan.

PLEASE TAKE NOTICE that the Effective Date of the Plan occurred, and the Debtors emerged from the Chapter 11 Cases, on March 21, 2025.  At that time (among other things), the existing Unsecured Notes listed in the chart below were deemed cancelled and discharged. 

Holders of Allowed Unsecured Notes Claims in Class 3 that did not tender their Unsecured Notes prior to the Effective Date to receive their distribution of the New Secured Notes/Equity Treatment under the Plan received Escrow CUSIPs (the “Escrow Securities”).  The Escrow Securities represent such holders’ right to come forward at a later date to receive their Plan distributions of New Takeback Secured Notes and New Holdco Units.  Accordingly, the Reorganized Debtors are conducting a post-Effective Date distribution event (the “Post-Effective Date Distribution Event”) to allow such holders to tender their Escrow Securities and receive their distributions under the Plan. 

In accordance with the Plan, each holder of Unsecured Notes that wishes to participate in the Post-Effective Date Distribution Event must certify that they meet the eligibility requirements outlined in Annex A in order to receive the distributions under the Plan. Eligible Holders must coordinate with their broker/nominee to tender their Escrow Securities into the appropriate envelope on DTC’s Automated Tender Offer Program (“ATOP”) and provide all required details on the subscription form.  In addition, to receive the Plan distributions, Eligible Holders must (i) complete the registration form with accompanying documents attached hereto as Annex B and (ii) provide (x) the required KYC information outlined on Annex C and (y) the required signature page to the New Holdco Shareholders Agreement, in each case, by visiting Kroll’s case website (https://cases.ra.kroll.com/wom/Home-Index) and clicking on “Submit Post-Effective Distribution Registration Form.”

[1]      Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Third Amended Joint Chapter 11 Plan of Reorganization for WOM S.A. and Its Affiliated Debtors (the “Plan”), filed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) at Docket No. 1239.

1. REQUIRED CERTIFICATION 

TO EXERCISE SUBSCRIPTION RIGHTS, ANY HOLDER OF ALLOWED UNSECURED NOTES CLAIMS THAT (X) IT EITHER (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, OR (II) IS NOT A “U.S. PERSON” WITHIN THE MEANING OF RULE 902 UNDER THE SECURITIES ACT; PROVIDED, THAT, IN EITHER CASE, SUCH HOLDER OF AN ALLOWED UNSECURED NOTES CLAIM IS NOT RESIDENT IN CHILE, AND (Y) IF SUCH HOLDER IS RESIDENT IN CHILE, IT IS A “QUALIFIED INVESTOR” OF THE TYPE IDENTIFIED IN NUMBERS 1 TO 8 OF SECTION II OF THE GENERAL RULE NO. 216 OF 2008 ISSUED BY THE CHILEAN FINANCIAL MARKET COMMISSION (COMISIÓN PARA EL MERCADO FINANCIERO) (THE “CMF”).

Accordingly, each holder of an Allowed Unsecured Notes Claim that wishes to receive their Plan distributions must complete the questionnaire below and certify that it is either (check the appropriate box):