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Sale & Investment Solicitation Process ("SISP") / Processus de Sollicitation aux fins de vente et d'investissement (le "processus")

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Sears Canada Group - Reports

The following reports have been filed in the proceedings:

 Eighteenth Report of the Monitor May 07, 2018

The purpose of this seventeenth report of the Monitor (the "Eighteenth Report") is to provide the court with information regarding:
a) developments in the CCAA Proceedings since the date of the Monitor's Seventeenth Report to the Court dated April 11, 2018 (the "Seventeenth Report");
b) the Applicants' request for an order (the "Stay Extension Order") extending the Stay Period to July 31, 2018;
c) the Applicants' request for an order (the "Mediation Order") approving an outline for the mediation of significant outstanding issues in these CCAA Proceedings; and
d) The Monitor's comments and recommendations in connection with the foregoing.

 
Supplement to the Fifteenth Report of the Monitor

 Supplement to the Fifteenth Report of the Monitor
April 16, 2018
 
Supplement to the Seventeenth Report of the Monitor

 Part 1
 Part 2
April 11, 2018
 
 Seventeenth Report of the Monitor April 11, 2018

The purpose of this seventeenth report of the Monitor (the "Seventeenth Report") is to provide the court with information regarding:
a) The current status of various matters in the CCAA Proceedings, including the activities of the Monitor and the Sears Canada Entities since the status and activities updates outlined in the Fourteenth Report of the Monitor dated March 1, 2018;
b) The Monitor's request for an order (the "Interim Stay Extension Order") briefly extending the Stay Period by two weeks to May 11, 2018;
c) The Monitor's request for an order (the "Second Fee Approval Order") approving the fees and disbursements of the Monitor and its counsel, Norton Rose Fulbright Canada LLP ("NRFC"), for the periods set out in the Fee Affidavits; and
d) The Monitor's comments and recommendations in connection with the foregoing.

 
 Sixteenth Report of the Monitor April 02, 2018

The Sixteenth Report constitutes the Monitor's Intercompany Claims Report required by the Claims Procedure Order, and provides the Monitor's review of the Intercompany Claims, which are defined by the Claims Procedure Order as follows: "Intercompany Claim" means any Claim that may be asserted against any of the Sears Canada Entities by or on behalf of any of the Sears Canada Entities or any of their affiliated companies, partnerships, or other corporate entities (and for greater certainty, excluding any Claim that may be asserted against any of the Sears Canada Entities by or on behalf of Sears Holdings Corporation or any of its affiliated companies, partnerships or other corporate entities that are not Sears Canada Entities) and excluding any Monitor Claim.

 
 Fifteenth Report of the Monitor March 12, 2018

The purpose of this Fifteenth Report is to provide the Court with additional information regarding the Monitor's motion for the return of certain Pre-Filing Tax Payments (as defined in the Supplement to the Monitor's Eleventh Report, dated January 21, 2018 (the "Supplement")) and regarding discussions with counsel to certain of the landlords of Sears Canada's premises regarding rent reconciliation matters described in the Supplement.

 
 Fourteenth Report of the Monitor March 1, 2018

The purpose of this Fourteenth Report is to provide the Court with information and the Monitor's recommendations on the proposed order to be sought in connection with the Litigation Trustee Motion (as defined below) that was the subject of the Monitor's Twelfth Report dated February 13, 2018 and on the Monitor's motion to extend the date for delivery of the Monitor's Intercompany Claims Report pursuant to the Claims Procedure Order, and to provide an update on other developments in the CCAA Proceedings.

 
 Thirteenth Report of the Monitor February 18, 2018

The purpose of this Thirteenth Report is to provide the Court with information regarding the Claims Process as well as the reasons for the Monitor's support for the proposed Employee and Retiree Claims Procedure Order (the "Proposed Order"). A draft copy of the "Proposed Order" sought by the Applicants can be found at Tab 3 of the Applicants' Motion Record available in the Motion Material section of the Monitors website.

 
Twelfth Report of the Monitor

 The purpose of this twelfth report of the Monitor (the "Twelfth Report") is to provide the Court with information regarding a Motion by Pension Representative Counsel for the appointment of the Honourable Frank Newbould, Q.C. as Litigation Trustee for the benefit of the creditors of the Sears Canada Entities (the "Litigation Trustee Motion") and the Monitor's comments and recommendations in connection with this motion.
February 13, 2018
 
Supplement to the Eleventh Report of FTI Consulting Canada Inc., as court appointed Monitor

 Supplement to the Eleventh Report of the Monitor
January 21, 2018
 
Supplement to the Tenth Report of FTI Consulting Canada Inc., as court appointed Monitor

 Supplement to the Tenth Report of the Monitor
January 17, 2018
 
 Eleventh Report of the Monitor January 15, 2018

The purpose of this eleventh report of the Monitor (the "Eleventh Report") is to provide the Court with information regarding:
a) the activities of the Monitor and the Sears Canada Entities since December 6, 2017, the date of the last report of the Monitor regarding activities;
b) the Applicants' request for an order (the "Stay Extension Order") extending the Stay Period to April 27, 2018;
c) the Applicants' request to appoint the Honourable Dennis O'Connor as an additional Claims Officer for the purposes of the Claims Procedure Order;
d) a motion by Remington Properties Inc. ("Remington"), the landlord at a former Sears Canada location in Calgary, Alberta, for an order providing advice and directions regarding certain realty tax payment obligations described in greater detail below;
e) a motion for an order (the "Fee Approval Order") approving the fees and disbursements of the Monitor and its counsel, Norton Rose Fulbright Canada LLP ("NRF"), for the periods set out in the Fee Affidavits (as defined below); and
f) the Monitor's comments and recommendations in connection with the foregoing.

 
 Tenth Report of the Monitor January 11, 2018

The purpose of this tenth report of the Monitor (the "Tenth Report") is to provide the Court with information on the Monitor's motion for an Order, substantially in the form included in the Monitor's Motion Record (the "Restraining Order"):

a) declaring that the plaintiffs (the "Tremblay Plaintiffs") in the class action Karine Tremblay v. Centre Hi-Fi Chicoutimi, et al. (Superior Court of Quebec File Number: 150-06-000010-173) (the "Tremblay Action") have failed to comply with and breached the Stay established by the Initial Order; and
b) restraining and enjoining the Tremblay Plaintiffs and the plaintiffs in each of the following further class actions (the "Plaintiffs") styled as:
(i) Luc Cantin and Francois Routhier v. Ameublements Tanguay Inc. et al. (Superior Court of Quebec File Number: 500-06-000709-143) (the "Cantin/Routhier Action");
(ii) Lise Ostiguy v. Sears Canada Inc. (Superior Court of Quebec File Number: 500-06-000537-106); and
(iii) Jacques Fillion v. Corbeil Électrique Inc. (Superior Court of Quebec File Number: 500-06-000535-100) (collectively with the Tremblay Action and Cantin/Routhier Action, the "Warranty Class Actions") from taking any further step or action that would be in contravention of the Initial Order, the Stay ordered thereby, or any other Order of the Court; and
(c) ordering that the Monitor is entitled to the costs of the motion for the Restraining Orders on a substantial indemnity basis.

 
 Ninth Report of the Monitor December 20, 2017

The purpose of this ninth report of the Monitor (the "Ninth Report") is to provide the Court with information and the Monitor's recommendations regarding the Applicants' request for an order (the "PRS Approval and Vesting Order") approving a transaction for the sale of Sears Canada's right, title and interest in:
a) certain parts inventory and customer lists related to the Sears Canada major appliances protection agreement business; and
b) certain internet protocol addresses, in each case pursuant to an asset purchase agreement (the "PRS APA") dated December 19, 2017 between Sears Canada, Buyers Group of Mississauga Inc. (the "PRS Purchaser"), as buyer, the Monitor, for the limited purpose of acting as escrow agent, and solely for the purposes of Section 7.1 and 12.1 of the PRS APA, Directbuy Home Improvements Inc., as parent, and vesting in the PRS Purchaser all of Sears Canada's right, title and interest in such assets free and clear of claims and encumbrances.

 
Supplement to the Eighth Report is to provide additional information to the Court on an additional motion by the Applicants.

 Supplement to the Eighth Report of the Monitor
December 07, 2017
 
 Eighth Report of the Monitor December 06, 2017

The purpose of the Eighth Report of the Monitor (the "Eighth Report") is to provide the Court with information regarding:
a) the activities of the Monitor and the Sears Canada Entities since November 17, 2017, the date of the Seventh Report of the Monitor;
b) the Applicants' request for an order (the "Claims Procedure Order"), among other things:
i) approving a claims process (the "Claims Process") for the identification, determination and adjudication of claims of creditors against the Sears Canada Entities and their current and former officers and directors;
ii) authorizing, directing and empowering the Monitor to take such actions as are contemplated by the proposed Claims Procedure Order; and
iii) expanding the mandates of Pension Representative Counsel and Employee Representative Counsel;
c) the Applicants' request for an order (the "Omnibus Approval and Vesting Order") authorizing the Applicants to complete sales of Residual Assets not exceeding $5 million in any one transaction without seeking further Court approval, and vesting those Residual Assets in the applicable purchaser free and clear of the claims and encumbrances against those assets; and
d) the Monitor's comments and recommendations in connection with the foregoing.

 
 Seventh Report of the Monitor November 17, 2017

The purpose of the Seventh Report of the Monitor (the "Seventh Report") is to provide the Court with an update on the CCAA Proceedings and the Monitor's comments and recommendations regarding the Sears Canada Group's motions returnable November 21, 2017 (the "November 21 Motions") seeking approval of the assignment of certain contracts from Corbeil and SLH to the purchasers of their respective businesses pursuant to Section 11.3 of the CCAA and certain related orders.

 
 Sixth Report of the Monitor October 25, 2017

The purpose of the Sixth Report of the Monitor (the "Sixth Report") is to provide the Court with the Monitor's comments and recommendations, regarding the Sears Canada Group's motion returnable October 27, 2017 (the "October 27 Motion") seeking approval of an additional Property Sale Transaction, as well as distributions of the proceeds of such transaction to the DIP Term Lenders and payment of a Termination Fee.

 
 Fifth Report of the Monitor October 17, 2017

The purpose of the Fifth Report of the Monitor (the "Fifth Report") is to provide the Court with:
a) information with respect to the Superintendent's decision to appoint Morneau Sheppell as replacement administrator in respect of Sears Canada's pension plan; and
b) the Monitor's comments and recommendations regarding the Sears Canada Group's motion returnable October 17, 2017 (the "October 17 Motion") seeking to approve an amended key employee retention plan (the "Amended KERP") in respect of management and staff employees of Sears Canada whose services will be required by Sears Canada during, and in certain cases, following, the Second Liquidation Process.

 
Supplement to the Fourth Report is to provide additional information to the Court on an additional motion by the Applicants.

 Supplement to the Fourth Report of the Monitor
October 12, 2017
 
 Fourth Report of the Monitor October 11, 2017

The purpose of the Fourth Report of the Monitor is to provide the Court with (a) updated information, and (b) the Monitor's comments and recommendations, regarding the Sears Canada Group's motion returnable October 13, 2017 seeking:
c) to approve the Second Liquidation Process and the Second Liquidation Agreement; and
d) to approve an additional Lease Surrender Transaction.

 
Supplement to the Third Report of the Monitor is to provide an update to the Court on the status of the Seventh Amendments to the DIP Credit Agreements.

 Supplement to the Third Report of the Monitor
October 03, 2017
 
 Third Report of the Monitor October 02, 2017

The Monitor's Third Report is to inform the court of the following:
a) the activities of the Sears Canada Group and the Monitor since the last report of the Monitor;
b) an update on the Liquidation Process;
c) the Sears Canada Group's liquidity position and future cash requirements, including the Sears Canada Group's receipts and disbursements for the period ending September 23, 2017 and the Sears Canada Group's revised cash flow forecast;
d) the results of the SISP to date;
e) an update on the going concern proposal put forward by Sears Canada's Chief Executive Officer;
f) an update on the solicitation of liquidation proposals for the remaining stores of Sears Canada;
g) the Sears Canada Group's motions for approval of various sale transactions identified and negotiated through the SISP (the "Sale Transactions") and certain distributions of proceeds of the Sale Transactions to the lenders under the DIP Term Credit Agreement (the "DIP Term Lenders") and the DIP ABL Credit Agreement (the "DIP ABL Lenders") (the DIP Term Credit Agreement together with the DIP ABL Credit Agreement, the "DIP Credit Agreements"); and
h) the Sears Canada Group's request for an extension of the Stay Period (as defined in the Initial Order) to November 7, 2017.

 
 Second Report of the Monitor August 16, 2017

The Monitor's Second Report is to inform the court of the following:
a) the activities of the Sears Canada Group and the Monitor since July 12, 2017, the date of the Monitor's First Report;
b) the Liquidation Process;
c) constructive trust claims raised since the commencement of the CCAA Proceedings;
d) pension matters;
e) class action matters;
f) construction lien matters;
g) the receipts and disbursements of the Sears Canada Group for the five-week period ended August 5, 2017;
h) the Employee Representative Counsel's motion to establish a proposed Employee Hardship Fund (as such term is defined below); and
i) the Sears Canada Group's motion requesting the approval and vesting order (the "AVO") contemplated in the asset purchase agreement dated April 12, 2017 (the "Original APA"), as amended by an amending agreement dated July 28, 2017 (the "Amendment", and together with the Original APA, the "APA") between Sears Canada and WCRE Investments Ltd. ("WCRE")[1], a company related to Hungerford Properties Inc., pursuant to which WCRE, will acquire real property owned by Sears Canada and located at the Garden City Shopping Centre in Winnipeg, Manitoba (the "Garden City Property"). The proposed AVO would also approve a distribution of proceeds of the sale to the lenders under the DIP Term Loan Agreement (the "DIP Term Lenders").

 
Supplement to the First Report of the Monitor filed to provide an update on resolution between the Applicants, the DIP Lenders, Representative Counsel, and PBGF regarding the Suspension Orders, the DIP Facility and the provisions of the Initial Order, subject to the approval of the Court.

 Supplement to the First Report of the Monitor
July 13, 2017
 
 First Report of the Monitor July 12, 2017

The Monitor's First Report is to inform the court of the following:
a) the activities of the Sears Canada Group and the Monitor since the issuance of the Initial Order;
b) the receipts and disbursements of the Sears Canada Group for the two-week period ended July 1, 2017;
c) the Sears Canada Group's revised and extended cash flow forecasts for the period July 2, 2017 to October 7, 2017 (the "Revised Cash Flow Forecasts");
d) the Sears Canada Group's motion returnable July 13, 2017 (the "July 13 Motion") seeking:
(i) to suspend Special Payments, Supplemental Plan Payments and PRB Plan Payments;
(ii) to approve the Liquidation Process, the Agency Agreement and the Consultation Agreement;
(iii) to approve the SISP;
(iv) to approve the amendment and restatement of the Initial Order; and
(v) to extend the Stay Period to October 4, 2017.

 
 Pre-Filing Report of the Proposed Monitor (the "Pre-Filing Report") in respect to the Sears Canada Group's application seeking an order, inter alia, a stay of proceedings in respect of the Sears Canada Group June 22, 2017
The Pre-Filing Report includes, inter alia:
a) An overview of the Sears Canada Group's business and affairs, the events leading up to the CCAA proceedings and the Sears Canada Group's restructuring efforts to date;
b) The proposed extension of the Stay of Proceedings to Sears Connect LP and other third parties and the Proposed Monitor's comments thereon;
c) The Sears Canada Group's request for approval of a $300 million debtor-in-possession ("DIP") revolving credit facility (the "DIP ABL Facility") and a DIP term loan facility in an amount equal to the US dollar equivalent of $150 million (the "DIP Term Loan Facility", and together with the DIP ABL Facility, the "DIP Facility")
d) The Sears Canada Group's consolidated cash flow projections to September 16, 2017;
e) The Sears Canada Group's request for approval of the Administration Charge, the DIP Lenders' Charge, the Directors' Charge, the FA Charge and the KERP Charge, and the Proposed Monitor's comments thereon; and
f) A discussion of the Sears Canada Group's intended next steps in the CCAA proceedings.
 

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