On October 4, 2017, the Company will be seeking Court approval of certain successful bids under the Sales and Investment Solicitation Process (the “SISP”), as well as an extension of the Stay granted under CCAA until November 7, 2017.
There are 15 different motions being brought by Sears Canada. In each motion, Sears has requested that commercially sensitive information and documents be sealed from the public. Additionally, each motion is approved or supported by the Monitor.
Employee Representative Counsel will be reviewing these materials with the Employee Representative Committee and our Financial Advisor. We will be appearing in Court on the motions on October 4, 2017 and will provide an update on the outcome of the proceedings.
Below please find a brief description of each motion, as well as a link to the motion materials on the Monitor’s website.
Motion for Stay Extension
Sears Canada is seeking an extension of the Stay Period until and including November 7, 2017. Although Sears is moving for the Court to approve certain successful bids, submitted and negotiated through the SISP, the Sale Advisor, BMO, has advised that it is continuing to pursue other bids and proposals. In order to complete the proposed transactions and finalize additional transactions, Sears Canada is requesting an extension of the current Stay Period.
The Motion Record is available here.
Motion for Approval of Asset Purchase Agreement with S.L.H. Transport Inc./Transports S.L.H. Inc.
This is a motion for an approval and vesting order approving the Asset Purchase Agreement (“APA”) entered into on September 29, 2017 between S.L.H. Transports Inc./Transports S.L.H. Inc. (“SLH”) (as seller), 8507597 Canada Inc. (“8507597”) (as buyer), Sears Canada and 168886 Canada Inc. (“168886”) (a wholly-owned subsidiary of SLH).
SLH is a stand-alone trucking and logistics company that provides logistics services and is responsible for transporting merchandise to Sears Canada’s stores, catalogue/internet merchandise pick-up locations, and to various third-party customers. SLH currently employs 329 people in Ontario and Quebec and 168886 employs 243 employees in other provinces. There are also, according to the motion materials, 185 independent contractors who own and operate their own trucks.
8507597 is assuming many of SLH’s contracts and will continue to provide transitional services to Sears Canada while a going concern bid is considered. As part of the APA, 8507597 will assume certain employees of SLH and 168886. 8507597 will be “making firm offers of employment to at least the majority of the Employees.” 8507597 will also be assuming liabilities and obligations relating to Employees.
The Motion Record is available here.
Motion for Approval of Asset Purchase Agreement with Am-Cam Electromenagers Inc. and Distinctive Appliances Inc. in respect of Corbeil Assets
This is a motion for an approval and vesting order approving the APA entered into as of October 1, 2017 between Corbeil Electrique Inc. (“Corbeil”) (as seller), Am-Cam Electromenagers Inc. (as buyer), Distinctive Appliances Inc. (the “Guarantor”) and Sears Canada Inc. (“Sears Canada”) (as intervenor).
Corbeil is a wholly-owned subsidiary of Sears Canada, but operates as an independent business with stores located throughout Quebec, the Greater Toronto Area and Eastern Ontario.
The Corbeil transaction will result in the Corbeil business continuing as a going concern, and will result in at least 90% of Corbeil’s current employees in the 14 corporate locations that are being assumed as part of the transaction (as well as head office and warehouse employees) receiving offers of employment from the buyer. The transaction is also intended to result in the continued operation of Corbeil’s franchise network, and therefore the continued employment of the employees of these franchisees.
This material is currently not available on the Monitor’s website.
Motion for Approval of Asset Purchase Agreement with Confort Expert Inc. in respect of Home Improvements Business Assets
This is a motion for an order approving the APA entered into as of September 28, 2017 between Sears Canada and Confort Expert Inc. (“Confort”). Sears Canada has agreed to sell Confort substantially all of the assets associated with the three businesses currently provided under Sears Canada Home Improvements brands, namely Sears Oil Service business, the Sears Hearing and Cooling business, and the Sears Duct Cleaning Services business.
The assets Confort is acquiring consist principally of the customer list, contracts for the Home Improvement Business in certain Designated Markets and related rental equipment. It is not clear from the motion materials whether any employees of Sears Canada will be affected by the transaction.
The Motion Record is available here.
Motion for Approval of Further Amended Agreement of Purchase and Sale with 1562903 Ontario Limited Garden City Mall Winnipeg (Store #1424)
This is a motion for an order approving the Further Amended Agreement of Purchase and Sale (“APA”) dated September 27, 2017 between Sears Canada and 1562903 Ontario Limited (“1562903”). On September 28, 2017, Sears Canada entered into the APA with 1562903 to purchase Sears Canada’s lands and buildings located at the Garden City Shopping Centre in Winnipeg, Manitoba where Sears Canada currently operates an outlet store. The consideration to be paid in the transaction is greater than the consideration that was to be paid by the proposed purchaser in the Original Garden City APA (WCRE Investments Ltd.).
Sears Canada is currently in the process of conducting a liquidation sale of this store and they have the right to extend the Closing Date to no later than October 16, 2017 to allow for completion of the liquidation.
The Motion Record is available here.
Motion for Approval of Approval of the Asset Purchase Agreement with Canadian Tire Corporation, Limited
This is a motion for an order approving the APA entered into on September 29, 2017 between Sears Canada and Canadian Tire Corporation, Limited (“Canadian Tire”). The APA states that Canadian Tire shall purchase all of Sears Canada’s right, title, and interest in and to all of Sears Canada’s trademarks exclusively related to the “Viking” trademark and brand. Viking is a brand name associated with appliances and household items.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with Fairmall Leaseholds Inc. and Fairview Pointe-Claire Leaseholds Inc. Fairview Mall (Store #1322) and Pointe Claire (Store #1305)
This is a motion for an order approving the Lease Surrender Agreement made as of September 27, 2017 between Sears Canada and Fairmall Leaseholds Inc. and Fairview Point-Claire Leaseholds in respect of the Full Line Stores located at CF Fairview Mall (North York, ON) and CF Pointe Claire (Pointe Claire, QC). Sears Canada or an agent authorized by a Liquidation Sale Approval Order will be permitted to conduct a Sale (as defined in the liquidation Sale Order) until December 15, 2017.
The proposed order provides that an amount equal to the aggregate of amounts claimed by certain lien claimants will be set aside with the Monitor to address any dispute between the lien claimants and other parties regarding their entitlement to parts of the proceeds of the transaction.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with Orchard Park Shopping Centre Holdings Inc. Kelowna Full Line Store (Store #1827) and Kelowna Home Store (Store #1376)
This is a motion for an order approving the Lease Surrender Agreement made as of September 22, 2017 between Sears Canada and Orchard Park Shopping Centre Holdings Inc. (“Orchard Park”) in respect of the Full Line Store and Home Store at the Orchard Park Shopping Centre (Kelowna, B.C.).
Sears Canada and its agents will have access to the Premises for a period of 15 weeks following closing in order to remove any of the Excluded Assets and/or to conduct a liquidation sale.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with Scarborough Town Centre Holdings Inc. Scarborough Town Centre Store (Store #1308)
This is a motion for an order approving the Lease Surrender Agreement made as of September 27, 2017 between Sears Canada and Scarborough Town Centre Holdings Inc. (“STCHI”) in respect of the Scarborough Town Centre Store (Toronto, ON). Sears Canada and its agents will have access to the Premises for a period of 15 weeks following closing in order to remove any of the Excluded Assets and/or to conduct a liquidation sale.
The proposed order provides that an amount equal to the aggregate of amounts claimed by certain lien claimants will be set aside with the Monitor to address any dispute between the lien claimants and other parties regarding their entitlement to parts of the proceeds of the transaction.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with Shape Brentwood Limited Partnership, Brentwood Towncentre Limited Partnership and 08622223 B.C. Ltd. - Brentwood Mall Burnaby (Store #1836)
This is a motion for an order approving the Lease Surrender Agreement made as of September 20, 2017 between Sears Canada and Shape Brentwood Limited Partnership, Brentwood Towncentre Limited Partnership and 08622223 B.C. Ltd. (“Shape”) in respect of the Brentwood Mall Store (Burnaby, B.C.).
Sears Canada and its agents will have access to the Premises for a period of 15 weeks following closing in order to remove any of the Excluded Assets and/or to conduct a liquidation sale.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with Shape Properties (Nanaimo) Corp., NNTC Equities Inc. and 1854 Holdings Ltd. Nanaimo North Town Centre (Store #1823)
This is a motion for an order approving the Lease Surrender Agreement made as of September 20, 2017 between Sears Canada and Shape Properties (Nanaimo) Corp., NNTC Equities Inc. and 1854 Holdings Ltd. (“Shape”) in respect of the Nanaimo North Town Centre (Nanaimo, B.C.).
Sears Canada and its agents will have access to the Premises for a period of 15 weeks following closing in order to remove any of the Excluded Assets and/or to conduct a liquidation sale.
The proposed order provides that an amount equal to the aggregate of amounts claimed by certain lien claimants will be set aside with the Monitor to address any dispute between the lien claimants and other parties regarding their entitlement to parts of the proceeds of the transaction.
The Motion Record is available here.
Motion for Approval of Lease Termination Agreement with RioCan Holdings (Oakville Place) Inc. Oakville Place Mall (Store #1321)
This is a motion for an order approving the Lease Termination Agreement made as of September 27, 2017 between Sears Canada and RioCan Holdings (Oakville Place) Inc. in respect of the Oakville Place Shopping Mall (Oakville, ON). Sears Canada and its agents will have access to the Premises until December 31, 2017 in order to conduct a liquidation sale.
The proposed order provides that an amount equal to the aggregate of amounts claimed by certain lien claimants will be set aside with the Monitor to address any dispute between the lien claimants and other parties regarding their entitlement to parts of the proceeds of the transaction.
The Motion Record is available here.
Motion for Approval of Lease Transfer Agreement with Indigo Books & Music Inc. and Certain Ancillary Assets - Calgary DC
This is a motion for an order approving the Lease Transfer Agreement made as of September 28, 2017 between Sears Canada and Indigo Books & Music Inc. in respect of the Sears Canada distribution centre located at 79th Avenue SE in Calgary, Alberta. The Subject Assets assigned by Sears Canada include a software license and client support agreement.
There is no provision providing post-closing access to Sears Canada as the entire inventory has already been removed and access is not necessary.
The Motion Record is available here.
Motion for Approval of Lease Amending Agreement with Crombie Developments Limited Avalon Mall, St. John’s (Store #1639)
This is a motion for an order approving the Lease Amending Agreement entered into as of September 25, 2017 between Sears Canada and Crombie Developments Limited in which Sears Canada has agreed to amend the Term of Lease so as to expire on February 28, 2018 in respect of the Avalon Mall (St. John’s, NL).
Sears Canada will be entitled to carry out a liquidation sale until the termination date.
The Motion Record is available here.
Motion for Approval of Lease Surrender Agreement with CF/Realty Holdings Inc. and Ontrea Inc. - CF Lime Ridge Mall and CF Polo Park (Stores #1093 and 1112)
This is a motion for an order approving the Lease Surrender Agreement dated September 27, 2017 between Sears Canada and CF/Realty Holdings Inc. and Ontrea Inc. in respect of the Full Line Stores located at CF Polo Park (Winnipeg, MB) and CF Lime Ridge (Hamilton, ON). Sears Canada and its agents will have access to the Premises until December 15, 2017 in order to conduct a liquidation sale.
The proposed order provides that an amount equal to the aggregate of amounts claimed by certain lien claimants will be set aside with the Monitor to address any dispute between the lien claimants and other parties regarding their entitlement to parts of the proceeds of the transaction.
The Motion Record is available here.