· Court File No. CV-20-00647463-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

Court File No. CV-20-00647463-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC, BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

APPLICANT

MOTION RECORD (Recognition of Lease Rejection Order)

October 11, 2020 OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto ON M5X 1B8

Tracy Sandler (LSO# 32443N) Tel: 416.862.5890 Email: [email protected]

Shawn T. Irving (LSO# 500035U) Tel: 416.862.4733 Email: [email protected]

Martino Calvaruso (LSO# 57359Q) Tel: 416.862.6665 Email: [email protected]

Fax: 416.862.6666

Lawyers for the Applicant

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mailto:[email protected]:[email protected]:[email protected]

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COMMERCIAL LIST


AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC, BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS

BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND

ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS

BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36,

AS AMENDED

Applicant

SERVICE LIST

(as at October 11, 2020)

PARTY CONTACT

OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place 100 King Street West, Suite 6200 Toronto, ON M5X 1B8

Fax: 416.862.6666

Canadian Counsel to the Applicant and the Chapter 11 Debtors

Tracy Sandler Tel: 416.862.5890 Email: [email protected] Shawn Irving Tel: 416.862.4733 Email: [email protected]

Martino Calvaruso Tel: 416.862.6665 Email: [email protected]

Mark Sheeley Tel: 416.862.6791 Email: [email protected]

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mailto:[email protected]:[email protected]:[email protected]:[email protected]

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WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153

Fax: 212.310.8007

U.S. Counsel to the Chapter 11 Debtors

Gary T. Holtzer Tel: 212.310.8463 Email: [email protected] Garrett A. Fail Tel: 212.310.8451 Email: [email protected]

David J. Cohen Tel: 212.310.8107 Email: [email protected]

ALVAREZ & MARSAL CANADA INC. 200 Bay Street, Suite 200 Toronto, ON M5J 2J1 Information Officer

Al Hutchens Tel: 416.847.5159 Email: [email protected] Melanie MacKenzie Tel: 416.847.5158 Email: [email protected]

TORYS LLP 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Fax: 416.865.7380

Counsel to the Information Officer

Tony DeMarinis Tel: 416.865.8162 Email: [email protected] Adam Slavens Tel: 416.865.7333 Email: [email protected] Mike Noel Tel: 416.865.7378 Email: [email protected]

WOMBLE BOND DICKINSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Fax: 302.252.4330 U.S. Counsel to Wells Fargo Bank, National Association

Matthew Ward Tel: 302.252.4338 Email: [email protected]

Morgan Patterson Tel: 302.252.4326

Email: [email protected]

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mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]

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CHOATE, HALL & STEWART LLP Two International Place Boston, MA 02110-1726 Fax: 617.248.4000; 617.502.5127

U.S. Counsel to Wells Fargo Bank, National Association, the Prepetition ABL Agent

Kevin Simard Tel: 617.248.4086 Email: [email protected] Mark D. Silva Tel: 617.248.5127 Email: [email protected] Jonathan D. Marshall Tel: 617.248.4799 Email: [email protected]

GOODMANS LLP Bay Adelaide Centre - West Tower 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7 Fax: 416.979.1234 Canadian Counsel to SPARC Group LLC and Authentic Brands Group LLC

Brendan O’Neill Tel: 416.849.6017 Email: [email protected]

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Fax: 212.757.3990

U.S. Counsel to SPARC Group LLC and Authentic Brands Group LLC

Brian S. Hermann Tel: 212.373.3545 Email: [email protected]

Kelley A. Cornish Tel: 212.373.3493 Email: [email protected]

Edward T. Ackerman Tel: 212.373.3310 Email: [email protected]

Austin Witt Tel: 212.373.3181 Email: [email protected] Brian Bolin Tel: 212.373.3262 Email: [email protected]

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mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]

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POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801-3700

Fax: 302.658.1192 U.S. Counsel to SPARC Group LLC and Authentic Brands Group LLC

Christopher M. Samis Tel: 302.984.6050 Email: [email protected]

L. Katherine Good Tel: 302.984.6049 Email: [email protected]

R. Stephen McNeill Tel: 302.984.6171 Email: [email protected]

CAMELINO GALESSIERE LLP 6 Adelaide Street East, Suite 220 Toronto, ON M5C 1H6 Fax: 416.306.3820 Counsel to Ivanhoe Cambridge Inc.

Linda Galessiere Tel: 416.306.3827 Email: [email protected]

Jessica Wuthmann Tel: 416.306.3836 Email: [email protected]

IVANHOE CAMBRIDGE II INC. 95 Wellington Street West, Suite 300 Toronto, ON M5J 2R2 Fax: 905.879.1888 Landlord for Vaughan Mills Shopping Centre

Stephen Gascoine Tel: 905.879.1777 Email: [email protected]

IVANHOE CAMBRIDGE INC. 95 Wellington Street West, Suite 300 Toronto, ON M5J 2R2 Landlord for Tsawwassen Mills Shopping Centre

Angel Zhang Email: [email protected]

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HALTON HILLS SHOPPING CENTRE PARTNERSHIP 105 Eisenhower Parkway Roseland, NJ 07068 – with a copy to – SIMON PROPERTY GROUP, INC. 225 West Washington Street Indianapolis, IN 46204

Landlord for Toronto Premium Outlets

Jesse Siebein Email: [email protected]

RIOCAN MANAGEMENT INC., as agent for RIOCAN HOLDINGS (TJV) INC. AND 1633272 ALBERTA ULC

700 Lawrence Avenue West, Suite 315 Toronto, ON M6A 3B4 – with a copy to – RIOCAN REAL ESTATE INVESTMENT TRUST 2300 Yonge Street, Suite 500 P.O. Box 2386 Toronto, ON M4P 1E4 Landlord for Tanger Outlets (Ottawa)

Eric Topolnsiky Email: [email protected]

THE OUTLET CONNECTION (NIAGARA) LIMITED 95 Wellington Street West, Suite 300 Toronto, ON M5J 2R2 Landlord for Outlet Connection, Niagara

April Daku Email: [email protected]

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TEMPLETON DOC LIMITED PARTNERSHIP c/o McArthurGlen Designer Outlet Vancouver 7899 Templeton Road Richmond, BC V7B 1Y7 Landlord for McArthur Glen Designer Outlet Vancouver

Christie Lim Email: [email protected]

CROSSIRON MILLS HOLDINGS INC. c/o Ivanhoe Cambridge Inc. 261055 CrossIron Blvd. Rocky View, AB T4A 0G3 Landlord for CrossIron Mills Shopping Centre

Sheri McEwan Tel: 416.369.1308 Email: [email protected]

CEC LEASEHOLDS INC. c/o 20 VIC Management Inc. 1550 Home Oil Tower 324 - 8th Avenue S.W. Calgary, AB T2P 2Z2 Tel: 403.441.4901 Fax: 403.441.4902 – with a copy to – 20 VIC MANAGEMENT INC. One Queen Street East Suite 300, Box #88 Toronto, ON MSC 2W5 Fax: 416.955.0569 – with a copy to – CUSHMAN & WAKEFIELD ASSET SERVICES ULC 333 – 7th Avenue S.W. Suite 900 Calgary, AB T2P 2Z1

Landlord for Calgary Eaton Centre

Pina Dennis Email: [email protected]

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BCIMC REALTY CORP. 2940 Jutland Road, Suite 300 Victoria, BC V8T 5K2 Tel: 778.410.7239 Landlord for Bayview Village Shopping Centre

Jennifer Miller Email: [email protected]

BLANEY McMURTRY LLP Lawyers 1500 - 2 Queen Street East Toronto, ON M5C 3G5 Tel: (416) 593-1221 Fax: (416) 593-5437

Counsel to bcIMC Realty Corporation

John C. Wolf Email: [email protected] Brendan Jones Email: [email protected]

BLAKES, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto, ON M5L 1A9 Fax: 416.863.2653 Counsel to Landlord for 110 Bloor Street

Pamela L. J. Huff Tel: 416.863.2958 Email: [email protected] Joseph Grignano Tel: 416.863.4025 Email: [email protected]

110 BLOOR STREET WEST INC. 360 Queen Street West, Suite 200 Toronto, ON M5Y 2A2 – with a copy to – CUSHMAN & WAKEFIELD ASSET SERVICES ULC 1 Queen Street East, 3rd Floor Atrium, Box 72 Toronto, ON M5C 2W5 Tel: 416.360.8322 Fax: 416.360.6865 Landlord for 110 Bloor Street

Benjamin Rekers Email: [email protected]; Violet Wytiuk Email: [email protected]

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475189 BRITISH COLUMBIA LTD. c/o Warrington PCI Management 1700 - 1030 West Georgia Street Vancouver, BC V6E 2Y3 Landlord for 1026 Alberni Street

Ana Lagovschi Tel: 604.331.5266 Email: [email protected] Deborah Cousins Email: [email protected]

GARDINER ROBERTS LLP 22 Adelaide St W #3600 Toronto, ON M5H 4E3 Fax: 416.865.6636 Counsel to Landlord for Royal Bank Plaza

S. Michael Citak Tel: 416.856.6706 Email: [email protected]

OXFORD PROPERTIES GROUP INC., 200 BAY ST. HOLDINGS INC. and CPP INVESTMENT BOARD REAL ESTATE HOLDINGS INC., by their manager, without personal liability, OPGI Management GP Inc., as general partner of the OPGI Management Limited Partnership 200 Bay Street, Suite 1305, South Tower Toronto, ON M5J 2J1 Landlord for Royal Bank Plaza

Sabina Kwong Tel: 416.865.6859 Email: [email protected] John Spano Email: [email protected]

CANADA REVENUE AGENCY 1 Front Street West Toronto, ON M5J 2X6

Pat Confalone Tel: 416.954.6514 Fax: 416.964.6411 Email: [email protected]

DEPARTMENT OF JUSTICE CANADA 120 Adelaide Street West, Suite 400 Toronto, ON M5H 1T1 Fax: 416.973.0810

Diane Winters Tel: 416.973.3172 Email: [email protected] Rakhee Bhandari Tel: 416.9752.8563 Email: [email protected]

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mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]

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MINISTRY OF FINANCE (ONTARIO) LEGAL SERVICES BRANCH College Park 11th Floor 777 Bay St, Toronto, ON M5G 2C8 Fax: 416.325.1460

Kevin O’Hara Tel: 416.327.8463 Email: [email protected]

MINISTRY OF JUSTICE AND ATTORNEY GENERAL (BC) Legal Services Branch 400 - 1675 Douglas Street Victoria, BC V8W 2G5 Mailing Address: PO BOX 9289 STN PROV GOVT Victoria, BC V8W 9J7 Fax: 250.387.0700

Aaron Welch Tel: 250.356.8589 Email: [email protected] Revenue and Taxation Group Legal Services Email: [email protected]

MINISTRY OF FINANCE (ALBERTA) The Tax and Revenue Administration 9811 – 109 Street Edmonton, AB T5K 2L5

Travis Toews, Minister Tel: 780.427.2711 Email: [email protected] Grant Hunter, Associate Minister Tel: 780 427-0240 Email: [email protected]

MINISTRY OF JUSTICE AND SOLICITOR GENERAL (ALBERTA) Legal Services Peace Hills Trust Tower, 2nd Floor 10011 – 109 Street Edmonton, AB T5J 3S8

General Enquiries Tel: 780.427.2711 Email: [email protected]

Koffman Kalef LLP Counsel to Landlord 475189 British Columbia Ltd, c/o Warrington PCI Management, for Alberni Street location, Vancouver

Shawn A. Poisson Email: [email protected]

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Email List:

[email protected]; [email protected]; [email protected]; [email protected];

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];


[email protected]; [email protected]; [email protected]; [email protected]; [email protected];





[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]

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mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]

Table of Contents Tab Document Page

1 Notice of Motion, dated Oct. 11, 2020 13

2 Draft Recognition Order (Lease Rejection Order) 23

3 Third Affidavit of Stephen Marotta, sworn Oct. 11, 2020 35

Ex A First Marotta Affidavit, sworn Sep. 13, 2020 47

Ex B Second Marotta Affidavit, sworn Sep. 21, 2020 92

Ex C Initial Recognition Order (Foreign Main Proceedings), issued Sep. 14, 2020

126

Ex D Supplemental Order (Foreign Main Proceedings), issued Sep. 14, 2020

132

Ex E Endorsement of Hainey J., Sep. 14, 2020 159

Ex F Recognition, Approval and Vesting Order, issued Sep. 25, 2020

175

Ex G Notice of Rejection of Leases, Sep. 19, 2020 201

Ex H Notice of Rejection of Contract, Sep. 19, 2020 215

Ex I Lease Rejection Order, entered Oct. 8, 2020 220

Ex J Bar Date Order, entered Aug. 11, 2020 227

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Tab 1

13



COMMERCIAL LIST


AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC, BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

APPLICANT

NOTICE OF MOTION (Recognition of Lease Rejection Order)

Brooks Brothers Group, Inc. (“BBGI”), in its capacity as foreign representative

(in such capacity, the “Foreign Representative”) of itself as well as Brooks Brothers

Canada Ltd. (“Brooks Brothers Canada”) and 121 other affiliated debtors in possession

(collectively, the “Chapter 11 Debtors” and together with their non-debtor affiliates,

1 In addition to BBGI and Brooks Brothers Canada, the other 12 Chapter 11 Debtors are Brooks Brothers

Far East Limited; BBD Holding 1, LLC; BBD Holding 2, LLC; BBDI, LLC; Brooks Brothers International, LLC; Brooks Brothers Restaurant, LLC; Deconic Group LLC; Golden Fleece Manufacturing Group, LLC; RBA Wholesale, LLC; Retail Brand Alliance Gift Card Services, LLC; Retail Brand Alliance of Puerto Rico, Inc.; and 696 White Plains Road, LLC.

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“BB Group”), will make a motion to the Ontario Superior Court of Justice (Commercial

List) (the “Canadian Court”) on October 16, 2020 at 9:15 a.m., or as soon thereafter as

the motion can be heard, at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard by judicial

videoconference via Zoom at Toronto, Ontario, in accordance with the Changes to

Commercial List operations in light of COVID-19 practice direction dated March 16,

2020, and the Consolidated Notice to the Profession, Litigants, Accused Persons, Public

and the Media, dated May 13, 2020, issued by Chief Justice Morawetz. The Zoom

conference call-in details are attached as Schedule “A” hereto.

THE MOTION IS FOR: an order, inter alia:

(a) recognizing and giving effect to the Lease Rejection Order (as defined

below); and

(b) such further and other relief as counsel may request and this Honourable

Court may grant.

THE GROUNDS FOR THE MOTION ARE:

The Chapter 11 Cases and the Canadian proceedings

1. On July 8, 2020 (the “Initial Petition Date”), each of the Chapter 11 Debtors other

than Brooks Brothers Canada (the “Initial Chapter 11 Debtors”) filed voluntary petitions

for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code with the United States

Bankruptcy Court for the District of Delaware (the “U.S. Court”). At the time, Brooks

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Brothers Canada did not seek relief under Chapter 11 as the Chapter 11 Debtors were

attempting to pursue an out-of-court restructuring for Brooks Brothers Canada.

2. Since the Initial Petition Date, the Initial Chapter 11 Debtors have completed a

successful sales and marketing process for the BB Group’s (now former) business

(“Brooks Brothers” or the “Business”), which resulted in a sale (the “Sale

Transaction”) of substantially all of the Chapter 11 Debtors’ assets, including the assets

of, but not the equity in, Brooks Brothers Canada, to SPARC Group LLC (the “Buyer”)

for aggregate proceeds totaling US$325 million.

3. The Initial Chapter 11 Debtors reached a global resolution with their prepetition

creditors, which provided for, among other things, the impairment and settlement of their

senior secured lenders’ claims for US$205.8 million and for the remainder of the proceeds

from the Sale Transaction to be delivered to the Chapter 11 Debtors’ estates for an

efficient administration and wind-down of the Chapter 11 Cases.

4. The U.S. Court entered an order approving the Sale Transaction on August 14,

2020 (the “Sale Order”).

5. The Sale Transaction closed on August 31, 2020, subject to the conveyance of

Brooks Brothers Canada’s assets (the “Canadian Assets”), including Brooks Brothers

Canada’s inventory (the “Canadian Acquired Inventory”).

6. Following the Sale Order, but before the Sale Transaction had closed, the Chapter

11 Debtors and the Buyer determined that it would be beneficial for Brooks Brothers

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Canada to obtain an order of this Court recognizing the Sale Order and approving the sale

of the Canadian Assets free and clear of all claims and encumbrances.

7. Brooks Brothers Canada filed a voluntary petition for relief pursuant to Chapter

11 of the U.S. Bankruptcy Code with the U.S. Court on September 10, 2020.

8. On September 11, 2020, the U.S. Court entered orders:

(a) authorizing BBGI to act as foreign representative on behalf of the Chapter

11 Debtors in these CCAA proceedings (the “Foreign Representative

Order”), and

(b) directing the administration of Brooks Brothers Canada’s Chapter 11 Case

jointly with the other Chapter 11 Cases (the “Second Joint

Administration Order”).

9. On September 14, 2020, this Court issued:

(a) an order (the “Initial Recognition Order”), among other things,

recognizing the Chapter 11 Cases as foreign main proceedings pursuant to

Part IV of the CCAA; and

(b) a supplemental order (the “Supplemental Order”), among other things:

(i) recognizing the Foreign Representative Order and Second Joint

Administration Order;

(ii) appointing Alvarez & Marsal Canada Inc. as the information

officer in this proceeding;

(iii) granting the Administration Charge (as defined in the

Supplemental Order); and

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(iv) granting the Directors’ Charge (as defined in the Supplemental

Order).

10. On September 18, 2020, the U.S. Court entered an order (the “‘All Orders’

Order”) directing that substantially all orders previously entered in the Chapter 11 Cases,

including an order entered August 7, 2020 (the “Rejection Procedures Order”)

authorizing the implementation of procedures for rejecting unexpired leases, apply to

Brooks Brothers Canada.

11. On September 25, 2020, the Canadian Court issued an order (the “Recognition,

Approval and Vesting Order”), among other things:

(a) recognizing and giving effect to the ‘All Orders’ Order;

(b) approving the sale of the Canadian Assets of the Chapter 11 Debtors over

which the Canadian Court has jurisdiction to the Buyer approving the sale

of the Canadian Assets, vesting the Canadian Assets in and to the Buyer

free and clear of all claims and encumbrances, and authorizing the Chapter

11 Debtors to take such steps and execute such additional documents as

may be necessary or desirable for the completion of the sale of the

Canadian Assets to the Buyer; and

(c) authorizing and directing the Chapter 11 Debtors to maintain account

balances in the Chapter 11 Debtors’ Canadian bank accounts, which

account balances shall, in aggregate, be no less than the aggregate amount

of the Administration Charge and the Directors’ Charge.

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12. The Chapter 11 Debtors and the Buyer are working together to close the sale

transaction for the Canadian Assets as quickly as possible.

Rejection of Brooks Brothers Canada’s unexpired leases

13. On September 19, 2020, in accordance with the Rejection Procedures Order, the

Chapter 11 Debtors filed a notice of rejection (the “Lease Rejection Notice”) in respect

of all 12 of Brooks Brothers Canada’s unexpired leases.

14. On October 8, 2020, the U.S. Court entered an order (the “Lease Rejection

Order”), among other things, deeming each of Brooks Brothers Canada’s leases to be

rejected and requiring the Chapter 11 Debtors to pay rent for the customary Canadian 30-

day notice period.

Recognition of the Lease Rejection Order is appropriate

15. The Lease Rejection Order is necessary to affect the rejection of Brooks Brothers

Canada’s leases and to ensure the protection of the Chapter 11 Debtors’ estate, for the

benefit of all of the Chapter 11 Debtors’ stakeholders.

General

16. The CCAA, including Part IV.

17. Such further and other grounds as counsel may advise and this Honourable Court

may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

(a) the Third Affidavit of Stephen Marotta, sworn October 11, 2020;

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(b) the Second Report of the Information Officer; and

(c) such further and other evidence as counsel may advise and this Honourable

Court may permit.

October 11, 2020 OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto ON M5X 1B8

Tracy Sandler (LSO# 32443N) Tel: 416.862.5890 Email: [email protected]

Shawn T. Irving (LSO# 500035U) Tel: 416.862.4733 Email: [email protected]

Martino Calvaruso (LSO# 57359Q) Tel: 416.862.6665 [email protected]

Fax: 416.862.6666

Lawyers for the Applicant

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SCHEDULE “A” – Zoom Conference Call-in Details

Link to join Zoom Meeting:

https://us02web.zoom.us/j/89204847456?pwd=SFpIQU1mZnBGZ0NZNjRpZXF5cWg3UT09

Zoom Meeting ID and Passcode

Meeting ID: 892 0484 7456 Passcode: 876232

One tap mobile dial-in numbers for Canada

+16473744685,,89204847456#,,,,,,0#,,876232# Canada +17789072071,,89204847456#,,,,,,0#,,876232# Canada +15873281099,,89204847456#,,,,,,0#,,876232# Canada

Dial-in numbers by location

+1 204 272 7920 Canada +1 438 809 7799 Canada +1 587 328 1099 Canada +1 647 374 4685 Canada +1 647 558 0588 Canada +1 778 907 2071 Canada +1 253 215 8782 US (Tacoma) +1 301 715 8592 US (Germantown) +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 646 558 8656 US (New York) +1 669 900 9128 US (San Jose)

Meeting ID: 892 0484 7456 Passcode: 876232

Link for additional local dial-in numbers:

https://us02web.zoom.us/u/kHyoQ2L73

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https://us02web.zoom.us/j/89204847456?pwd=SFpIQU1mZnBGZ0NZNjRpZXF5cWg3UT09https://us02web.zoom.us/j/89204847456?pwd=SFpIQU1mZnBGZ0NZNjRpZXF5cWg3UT09https://us02web.zoom.us/u/kHyoQ2L73

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED Court File No: CV-20-00647463-00CL

AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC, BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS BROTHERS CANADA LTD. APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

Applicant

Ontario SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST Proceeding commenced at Toronto

NOTICE OF MOTION

(Recognition of Lease Rejection Order)

OSLER, HOSKIN & HARCOURT, LLP P.O. Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Tracy Sandler (LSO# 32443N) Tel: 416.862.5890 [email protected] Shawn Irving (LSO# 50035U) Tel: 416.862.4733 [email protected] Martino Calvaruso (LSO# 57359Q) Tel: 416.862.6665 [email protected] Fax: 416.862.6666 Lawyers for the Applicant

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Tab 2

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Court File No.: CV-20-00647463-00CL


(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE HAINEY

) ) )

FRIDAY, THE 16th

DAY OF OCTOBER, 2020


AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC,

BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS BROTHERS RESTAURANT, LLC,

DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND ALLIANCE

GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS

BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT,

R.S.C. 1985, c. C-36, AS AMENDED

RECOGNITION ORDER (Lease Rejection Order)

THIS MOTION, made by Brooks Brothers Group, Inc. (“BBGI”) in its capacity as the

foreign representative (the “Foreign Representative”) of BBGI, Brooks Brothers Far East

Limited, BBD Holding 1, LLC, BBD Holding 2, LLC, BBDI, LLC, Brooks Brothers

International, LLC, Brooks Brothers Restaurant, LLC, Deconic Group LLC, Golden Fleece

Manufacturing Group, LLC, RBA Wholesale, LLC, Retail Brand Alliance Gift Card Services,

LLC, Retail Brand Alliance of Puerto Rico, Inc., 696 White Plains Road, LLC, and Brooks

Brothers Canada Ltd. (collectively, the “Chapter 11 Debtors”), pursuant to the Companies’

Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for an Order,

among other things, recognizing and giving effect to the Lease Rejection Order (as defined

herein) granted by the United States Bankruptcy Court for the District of Delaware (the “U.S.

24

- 2 -

Bankruptcy Court”), made in the cases commenced by the Chapter 11 Debtors pursuant to

Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Cases”), was heard this day

by judicial videoconference via Zoom at Toronto, Ontario due to the COVID-19 crisis.

ON READING the Notice of Motion, the affidavit of Mr. Stephen Marotta affirmed

October 11, 2020, and the second report of Alvarez & Marsal Canada Inc., in its capacity as

information officer (the “Information Officer”), dated October ⚫, 2020, filed,

AND UPON HEARING the submissions of counsel for the Foreign Representative, the

Information Officer, SPARC Group LLC, and those other parties present, no one else appearing

although duly served as appears from the affidavit of service of Lipi Mishra sworn October 11,

2020:

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the

Motion Record is hereby abridged and validated so that this Motion is properly returnable today

and hereby dispenses with further service thereof.

DEFINITIONS

2. THIS COURT ORDERS that capitalized terms used and not otherwise defined herein

have the meaning given to them in the Supplemental Order (Foreign Main Proceeding) made in

these proceedings on September 14, 2020.

RECOGNITION OF FOREIGN ORDER

3. THIS COURT ORDERS that the following order of the U.S. Bankruptcy Court made in

the Chapter 11 Cases is hereby recognized and given full force and effect in all provinces and

territories of Canada pursuant to section 49 of the CCAA:

(a) Third Order (I) Authorizing Debtors to (A) Reject Certain Unexpired Leases of

Nonresidential Real Property and (B) Abandon Property in Connection Therewith

and (II) Granting Related Relief (the “Lease Rejection Order”, a copy of which

is attached as Schedule “A” hereto);

25

- 3 -

provided, however, that in the event of any conflict between the terms of the Lease Rejection

Order and the Orders of this Court made in the within proceedings, the Orders of this Court shall

govern with respect to Property in Canada.

GENERAL

4. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States of

America, to give effect to this Order and to assist the Chapter 11 Debtors, the Foreign

Representative, the Information Officer, and their respective counsel and agents in carrying out

the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby

respectfully requested to make such orders and to provide such assistance to the Chapter 11

Debtors, the Foreign Representative and the Information Officer, the latter as an officer of this

Court, as may be necessary or desirable to give effect to this Order, or to assist the Chapter 11

Debtors, the Foreign Representative, the Information Officer, and their respective counsel and

agents in carrying out the terms of this Order.

5. THIS COURT ORDERS that each of the Chapter 11 Debtors, the Foreign

Representative and the Information Officer be at liberty and is hereby authorized and empowered

to apply to any court, tribunal, regulatory or administrative body, wherever located, for the

recognition of this Order and for assistance in carrying out the terms of this Order.

6. THIS COURT ORDERS that this Order shall be effective as of 12:01 a.m. Eastern

Standard Time on the date of this Order.

26

SCHEDULE “A”

LEASE REJECTION ORDER

27

RLF1 24101239v.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

------------------------------------------------------------ x : In re : Chapter 11 : BROOKS BROTHERS GROUP, INC., et al., : Case No. 20–11785 (CSS) : Debtors.1 : (Jointly Administered) : ------------------------------------------------------------ x Re: D.I. 604

THIRD ORDER (I) AUTHORIZING DEBTORS TO (A) REJECT CERTAIN UNEXPIRED LEASES OF

NONRESIDENTIAL REAL PROPERTY AND (B) ABANDON PROPERTY IN CONNECTION THEREWITH AND (II) GRANTING RELATED RELIEF

Pursuant to and in accordance with the Order (I) Approving Procedures for

Rejecting Unexpired Leases of Nonresidential Real Property and (II) Granting Related Relief

[Docket No. 337] (the “Rejection Procedures Order”)2 and the Order Extending to Brooks

Brothers Canada Ltd. Certain Relief Granted to the Original Debtors [Docket No. 602] entered

in the above-captioned chapter 11 cases of Brooks Brothers Group, Inc. and its debtor affiliates

(collectively, the “Debtors”); and the Debtors having properly filed with this Court and served on

the Rejection Notice Parties a notice (the “Rejection Notice”) of their intent to reject certain

unexpired leases identified on Annex 1 hereto (“Leases”) in accordance with the terms of the

Rejection Procedures Order, and such notice having been adequate and appropriate under the

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, as applicable, are Brooks Brothers Group, Inc. (8883); Brooks Brothers Far East Limited (N/A); BBD Holding 1, LLC (N/A), BBD Holding 2, LLC (N/A), BBDI, LLC (N/A), Brooks Brothers International, LLC (N/A); Brooks Brothers Restaurant, LLC (3846); Deconic Group LLC (0969); Golden Fleece Manufacturing Group, LLC (5649); RBA Wholesale, LLC (0986); Retail Brand Alliance Gift Card Services, LLC (1916); and Retail Brand Alliance of Puerto Rico, Inc. (2147); 696 White Plains Road, LLC (7265); and Brooks Brothers Canada Ltd. (4709). The Debtors’ corporate headquarters and service address is 100 Phoenix Avenue, Enfield, CT 06082.

2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Rejection Procedures Order.

Case 20-11785-CSS Doc 649 Filed 10/08/20 Page 1 of 428

RLF1 24101239V.1 2

circumstances; and it appearing that no other or further notice need be provided; and no timely

objections having been filed to the Rejection Notices; and the Court having found and determined

that the relief requested is in the best interests of the Debtors, their estates, their creditors, and all

parties in interest, and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT

1. The Leases are hereby rejected as set forth herein, effective as of (i) the later

of (a) the date of service of the Rejection Notice, and (b) the date of the Debtors’ unequivocal

surrender of the leased premises via the delivery of the keys, key codes, and alarm codes to the

premises, as applicable, to the applicable lease counterparty, or, if not delivering such keys and

codes, providing notice that the landlord may re-let the premises or (ii) the date otherwise agreed

by the Debtors and the applicable lease counterparty (the “Rejection Date”); provided that the

Rejection Date shall be no later than 30 days after the date of service of the Rejection Notice unless

otherwise agreed by the Debtors and the applicable lease counterparty.

2. Notwithstanding the effective Rejection Date, the Debtors will pay 30 days

of rent for the customary Canadian 30-day notice period following the date of service of the

Rejection Notice.

3. Any and all property, including De Minimis Assets, remaining at the leased

premises as of the applicable Rejection Date shall be deemed abandoned upon the Rejection Date

without further notice or order of the Court, free and clear of all liens, claims, interests, or other

encumbrances. Any landlord or other designee shall be free to use or dispose of any such items

without notice or liability to any Debtor or non-Debtor third party and without further notice or

order of the Court and, to the extent applicable, the stay is modified or lifted, as applicable, to

allow such disposition; provided that notwithstanding anything to the contrary in this Order, the


RLF1 24101239V.1 3

Debtors are not authorized hereunder to abandon, and are directed to remove, any hazardous (as

such term is defined in federal, state, or local law, rule, regulation, or ordinance) materials at any

premises subject to a nonresidential real property lease or sublease. The right of any landlord, if

any, to file a claim for the costs of disposal of such property is fully reserved, as is the right of all

parties in interest to object to such claim.

4. Nothing contained in this Order is intended to be or shall be construed as (i)

an admission as to the validity of any claim against the Debtors; (ii) a waiver of the Debtors’ or

any appropriate party in interest’s rights to dispute the amount of, basis for, or validity of any claim

against the Debtors; or (iii) a waiver of any claims or causes of action that may exist against any

creditor or interest holder.

5. Nothing in this Order authorizes the Debtors to abandon personal

identifying information (which means information which alone or in conjunction with other

information identifies an individual, including but not limited to an individual’s first name (or

initial) and last name, physical address, electronic address, telephone number, social security

number, date of birth, government-issued identification number, account number and credit or

debit card number (the “PII”) of any employee or any customer. Nothing in this Order relieves

the Debtors’ of their obligation to comply with state, provincial or federal privacy and/or identity

theft prevention laws and rules with respect to PII. Prior to abandonment of any personal property,

the Debtors shall remove or cause to be removed any confidential and/or PII in any of the Debtors’

hardware, software, computers, cash registers, or similar equipment which are to be abandoned or

otherwise disposed of so as to render the PII unreadable or undecipherable.

6. Notwithstanding entry of this Order, nothing herein shall create, nor is

intended to create, any rights in favor of or enhance the status of any claim held by, any party.


RLF1 24101239V.1 4

7. The Debtors are authorized to take all action necessary to effectuate the

relief granted in this Order.

8. Any proofs of claim for rejection damagers or other related claims, if any,

asserted by counterparties to the Leases shall be filed on or before the later of (i) the applicable

claims bar date established by the Court in these chapter 11 cases, if any, and (ii) thirty (30) days

after entry of this Order.

9. Notwithstanding the applicability of any Bankruptcy Rule or Local Rule,

this Order shall be immediately effective upon the entry hereof.

10. The Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, and/or enforcement of this Order.

Dated: October 8th, 2020 Wilmington, Delaware

CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE


RLF1 24101239v.1

Annex 1

List of Rejected Leases

LOCATION ID NO.

COUNTERPARTY-LANDLORD AND

ADDRESS DEBTOR PROPERTY ADDRESS

ABANDONED PROPERTY

(IF ANY)

6301

475189 British Columbia Ltd. c/o Warrington PCI

Management 1700-1030 West Georgia

Street Vancouver, BC V6E 2Y3

Brooks Brothers

Canada Ltd.

1026 ALBERNI STREET VANCOUVER , BC

V6E 1A3

Miscellaneous Store Furniture, Fixtures, and Equipment

6302

Oxford Properties Group INC c/o Royal Bank Plaza

200 Bay Street Suite 1305 South Tower

Attn: Property Manager Toronto, ON M5J 2J1

Brooks Brothers

Canada Ltd.

200 BAY STREET STE UR1-P.0.B0X 20

TORONTO , ON M5J 2J1


6303

CEC Leaseholds, Inc. c/o Cushman & Wakefield

Asset Services, Inc. 333 7th Avenue S. W. Suite

900 Calgary, AB T2P 2Z1

Brooks Brothers

Canada Ltd.

751 3RD STREET, SW BOX 25

CALGARY , AB T2P 4K8


6306 bcIMC Realty Corp.

2940 Jutland Road, Suite 300 Victoria, BC V8T 5K2

Brooks Brothers

Canada Ltd.

2901 BAYVIEW AVENUE UNIT 2

TORONTO , ON M2K 1E6


6308

110 Bloor Street West, Inc. c/o Cushman & Wakefield

Asset Services, Inc One Queen Street East, Suite

300 Toronto, ON M5C 2W5

Brooks Brothers

Canada Ltd.

110 BLOOR STREET WEST

TORONTO , ON M5S 2W7


6401

CrossIron Mills Holdings, Inc.

c/o Ivanhoe Cambridge, Inc. 95 Wellington Street West,

Suite 300 Toronto, ON M5J 2R2

Brooks Brothers

Canada Ltd.

261055 CROSSIRON BLVD.

SPACE 176 ROCKY VIEW , AB

T4A 0G3


6403

RioCan Management INC 700 Lawrence Avenue West

Suite 315 Toronto, ON M6A 3B4

Brooks Brothers

Canada Ltd.

8555 CAMPEAU DRIVE UNIT #300

OTTAWA , ON K2T 0K5


Case 20-11785-CSS Doc 649-1 Filed 10/08/20 Page 1 of 232

RLF1 24101239V.1 2

6404

Simon Property Group 225 West Washington Street

Attn: Premium Outlets Indianapolis, IN 46204-3438

Brooks Brothers

Canada Ltd.

13850 STEELES AVE WEST

SUITE 712 HALTON HILLS , ON

L7G 0J1


6405

The Outlet Collection (Niagara) Limited

95 Wellington Street West, Suite 300

Attn: Legal Dept. Toronto, ON M5J 2R2

Brooks Brothers

Canada Ltd.

300 TAYLOR ROAD STE 301

NIAGARA ON THE LAKE , ON

L0S 1J0


6406

Ivanhoe Cambridge II Inc 95 Wellington Street West

Suite 300 Attn: Legal Affairs

Toronto, ON M5J 2R2

Brooks Brothers

Canada Ltd.

1 BASS PRO MILLS DRIVE

SPACE 100A VAUGHAN , ON

L4K 5W4


6407

Templeton DOC Limited Partnership

c/o McArthur Glen Designer Outlet Vancouver

7899 Templeton Road Richmond, BC V7B 1Y7

Brooks Brothers

Canada Ltd.

1047-7899 TEMPLETON STATION RD (UNIT 1047)

RICHMOND , BC V7B0B7


6408

Ivanhoe Cambridge Inc. 95 Wellington Street West,

Suite 300 Toronto, ON M5J 2R2

Brooks Brothers

Canada Ltd.

5000 CANOE PASS WAY SPACE 180

TSAWWASSEN , BC V4M0B3


Case 20-11785-CSS Doc 649-1 Filed 10/08/20 Page 2 of 233

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED Court File No: CV-20-00647463-00CL

AND IN THE MATTER OF BROOKS BROTHERS GROUP, INC., BROOKS BROTHERS FAR EAST LIMITED, BBD HOLDING 1, LLC, BBD HOLDING 2, LLC, BBDI, LLC, BROOKS BROTHERS INTERNATIONAL, LLC, BROOKS BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC, RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND BROOKS BROTHERS CANADA LTD. APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

Applicant

Ontario SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST Proceeding commenced at Toronto

RECOGNITION ORDER

(LEASE REJECTION ORDER)

OSLER, HOSKIN & HARCOURT, LLP P.O. Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Tracy Sandler (LSO# 32443N) Tel: 416.862.5890 [email protected] Shawn Irving (LSO# 50035U) Tel: 416.862.4733 [email protected] Martino Calvaruso (LSO# 57359Q) Tel: 416.862.6665 [email protected] Fax: 416.862.6666 Lawyers for the Applicant

34


Tab 3

35



COMMERCIAL LIST



BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC,

RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND

BROOKS BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT

ACT, R.S.C. 1985, c. C-36, AS AMENDED

Applicant

THIRD AFFIDAVIT OF STEPHEN MAROTTA

I, Stephen Marotta, of Little Silver, New Jersey, United States of America,

MAKE OATH AND SAY:

1. I am a Senior Managing Director at Ankura Consulting Group, LLC (“Ankura”)

and concurrently serve as the Chief Restructuring Officer (“CRO”) of Brooks Brothers

Group, Inc. (“BBGI”) and 131 of its affiliated debtors in possession (collectively, the

1 In addition to BBGI and Brooks Brothers Canada, the other 12 Chapter 11 Debtors are Brooks Brothers

Far East Limited; BBD Holding 1, LLC; BBD Holding 2, LLC; BBDI, LLC; Brooks Brothers International, LLC; Brooks Brothers Restaurant, LLC; Deconic Group LLC; Golden Fleece

36

- 2 -

“Chapter 11 Debtors” and together with their non-debtor affiliates, “BB Group”),

including Brooks Brothers Canada Ltd. (“Brooks Brothers Canada”), all of which have

filed voluntary petitions for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code

with the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”).

The cases commenced by the Chapter 11 Debtors in the U.S. Court are referred to in this

Third Affidavit as the “Chapter 11 Cases”.

2. Ankura is a consulting firm that provides expert witness, bankruptcy and corporate

restructuring, litigation support, forensic accounting, geopolitical risk assessment, and

general management consulting services. I have more than 35 years of experience

providing professional accounting and consulting services to major corporations and

businesses, including 30 years of consulting to financially troubled companies, which

itself includes business plan development, viability assessments, reengineering and

overhead-reduction programs, claims and preference analyses, crisis management,

forensic investigation, and litigation support. My industry experience includes retail,

manufacturing, wholesale distribution, healthcare, telecommunications, entertainment,

and financial services.

3. In my role as CRO, I am familiar with the Chapter 11 Debtors’ businesses, day-

to-day operations, and financial affairs. As such, I have personal knowledge of the matters

deposed to herein. Where I have relied on other sources for information, I have so stated

Manufacturing Group, LLC; RBA Wholesale, LLC; Retail Brand Alliance Gift Card Services, LLC; Retail Brand Alliance of Puerto Rico, Inc.; and 696 White Plains Road, LLC.

37

- 3 -

and I believe them to be true. In preparing this Third Affidavit, I have also consulted the

BB Group’s senior management team, and financial and legal advisors.

4. I swear this Third Affidavit in support of BBGI’s motion, in its capacity as foreign

representative (in such capacity, the “Foreign Representative”) of the Chapter 11

Debtors, for an order, inter alia:

(a) recognizing and giving effect to the Lease Rejection Order (as defined

below); and

(b) such further and other relief as counsel may request and this Honourable

Court may grant.

5. I previously swore an affidavit on September 13, 2020 in support of the Foreign

Representative’s application for the Initial Recognition Order (as defined below) and

Supplemental Order (as defined below). I also swore an affidavit on September 21, 2020

in support of the Foreign Representative’s motion for the Recognition, Approval and

Vesting Order (as defined below).

6. Capitalized terms used herein and not otherwise defined shall have the meaning

given to them in my first affidavit. A copy of my first affidavit, without exhibits, is

attached as Exhibit “A”. A copy of my second affidavit, without exhibits, is attached as

Exhibit “B”.

A. Background



for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code with the U.S. Court.

38

- 4 -

8. At the time, Brooks Brothers Canada did not seek relief under Chapter 11 as the

BB Group was attempting to pursue an out-of-court restructuring for Brooks Brothers

Canada, potentially through the sale of the equity in Brooks Brothers Canada. The BB

Group wished to defer the costs associated with proceedings under Part IV of the

Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (the “CCAA”) until such

time as Canadian relief was in fact necessary.

9. Since the Initial Petition Date, the Initial Chapter 11 Debtors have obtained a

variety of orders from the U.S. Court and completed a successful marketing and sales

process for the BB Group’s (now former) business (“Brooks Brothers” 2 or the

“Business”), which resulted in the sale (the “Sale Transaction”) of substantially all of

the Chapter 11 Debtors’ assets, including substantially all of the assets of Brooks Brothers

Canada (the “Canadian Assets”), to SPARC Group LLC (the “Buyer”), for aggregate

proceeds totaling $325 million (subject to certain adjustments).

10. In addition, a global resolution was reached as between the Initial Chapter 11

Debtors and the Agent, the Prepetition ABL Lenders and the Creditors’ Committee (as

each is defined in my first affidavit). This resolution provided for, among other things, the

impairment and settlement of the Prepetition ABL Lenders’ claims for approximately

$205.8 million and for the remainder of the proceeds from the Sale Transaction to be

delivered to the Chapter 11 Debtors’ estates for an efficient administration and wind-down

of the Chapter 11 Cases.

2 For the avoidance of any doubt, the term Brooks Brothers refers to the business acquired by the Buyer,

and not any particular corporation.

39

- 5 -


2020 (the “Sale Order”), and the transaction closed on August 31, 2020, subject to the

subsequent conveyance of the Canadian Assets (described below).

12. Following the U.S. Court’s approval of the Sale Transaction, but before the Sale

Transaction had closed, the Chapter 11 Debtors and the Buyer determined that it would

be beneficial for Brooks Brothers Canada to obtain an order of the Ontario Superior Court

of Justice (Commercial List) (the “Canadian Court”) recognizing the Sale Order and

approving the sale of inventory owned by Brooks Brothers Canada free and clear of all

claims and encumbrances (other than certain permitted post-closing liens).

13. As such, on September 10, 2020, Brooks Brothers Canada filed a voluntary

petition for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code with the U.S. Court.

14. On September 11, 2020, the U.S. Court entered an order authorizing BBGI to act

as foreign representative on behalf of the Chapter 11 Debtors in these CCAA proceedings

(the “Foreign Representative Order”). The U.S. Court also entered an order directing

the administration of Brooks Brothers Canada’s Chapter 11 Case jointly with the other

Chapter 11 Cases (the “Second Joint Administration Order”).

15. On September 14, 2020, the Canadian Court issued:

(a) an order (the “Initial Recognition Order”), among other things,

recognizing the Chapter 11 Cases as foreign main proceedings pursuant to

Part IV of the CCAA; and

(b) a supplemental order (the “Supplemental Order”), among other things:

40

- 6 -

(i) recognizing the Foreign Representative Order and Second Joint

Administration Order;

(ii) appointing Alvarez & Marsal Canada Inc. as the information

officer in this proceeding;

(iii) granting the Administration Charge (as defined in the

Supplemental Order); and

(iv) granting the Directors’ Charge (as defined in the Supplemental

Order).

16. Attached as Exhibits “C”, “D” and “E” are copies of the Initial Recognition

Order, Supplemental Order and Justice Hainey’s September 14, 2020 endorsement.

17. On September 18, 2020, the U.S. Court entered to obtain an order (the “‘All

Orders’ Order”) applying substantially all previous orders in the Chapter 11 Cases,

including the Sale Order and the Rejection Procedures Order (as defined below), to

Brooks Brothers Canada.

18. On September 25, 2020, the Canadian Court issued an order (the “Recognition,

Approval and Vesting Order”), among other things:

(a) recognizing and giving effect to the ‘All Orders’ Order;

(b) approving the sale of the Canadian Assets of the Chapter 11 Debtors, over

which the Canadian Court has jurisdiction, to the Buyer, vesting the

Canadian Assets in and to the Buyer free and clear of all claims and

encumbrances (other than certain permitted post-closing liens), and

authorizing the Chapter 11 Debtors to take such steps and execute such

41

- 7 -

additional documents as may be necessary or desirable for the completion

of the sale of the Canadian Assets to the Buyer; and

(c) authorizing and directing the Chapter 11 Debtors to maintain account

balances in the Chapter 11 Debtors’ Canadian bank accounts, which

account balances shall, in aggregate, be no less than the aggregate amount

of the Administration Charge and the Directors’ Charge.

19. A copy of the Recognition, Approval and Vesting Order is attached as

Exhibit “F”.

20. The Chapter 11 Debtors and the Buyer are working together to close the sale

transaction for the Canadian Assets as quickly as possible.

B. Lease Rejection Notice and Lease Rejection Order

21. On August 7, 2020, the U.S. Court entered an order (the “Rejection Procedures

Order”) authorizing the implementation of procedures for rejecting unexpired leases (the

“Rejection Procedures”). Pursuant to the Rejection Procedures Order, the Chapter 11

Debtors may reject leases (and abandon personal property located at such leased

premises), subject to complying with the Rejection Procedures, which require the Chapter

11 Debtors to file with the U.S. Court and serve on affected counterparties (and others) a

rejection notice in a prescribed form.

22. On September 19, 2020, in accordance with the Rejection Procedures Order, the

Chapter 11 Debtors filed a notice of rejection (the “Lease Rejection Notice”) in respect

of all 12 of Brooks Brothers Canada’s unexpired leases. The Lease Rejection Notice

42

- 8 -

provides for the payment of rent for the customary Canadian 30-day notice period. That

same day, Prime Clerk published the Lease Rejection Notice on the case website and

commenced service on Brooks Brothers Canada’s landlords via first-class mail. As a

courtesy, Canadian counsel for the Chapter 11 Debtors also emailed the Canadian

landlords’ counsel on September 20, 2020 to advise of the Lease Rejection Notice. A copy

of the Lease Rejection Notice is attached as Exhibit “G”.

23. Also on September 19, 2020, the Chapter 11 Debtors filed a notice of designation

of rejected contract (the “Remco Rejection Notice”) in respect of Brooks Brothers

Canada’s contract with Remco. The Remco Rejection Notice provides the customary

Canadian 30-day notice. A copy of the Remco Rejection Notice is attached as Exhibit

“H”.

24. As no objections were filed in respect of the Lease Rejection Notice by the

deadline of October 5, 2020 at 4:00 p.m. (prevailing Eastern Time), on October 8, 2020,

the U.S. Court entered an order (the “Lease Rejection Order”), among other things:

(a) deeming each of Brooks Brothers Canada’s leases to be rejected as of

(i) the later of

(A) the date of service of the Lease Rejection Notice (being September 19, 2020), or

(B) the date of unequivocal surrender (the “Rejection Date”), or

(ii) the date otherwise agreed between the Chapter 11 Debtors and the applicable landlord,

provided that the Rejection Date shall be no later than 30 days after the

date of service of the Lease Rejection Notice (being October 19, 2020),

43

- 9 -

unless otherwise agreed between the Chapter 11 Debtors and the

applicable landlord;

(b) requiring the Chapter 11 Debtors to pay 30 days of rent for the customary

Canadian 30-day notice period following the date of service of the

Rejection Notice; and

(c) deeming as abandoned, free and clear of all claims and encumbrances, any

property remaining at the leased premises as of the applicable Rejection

Date.

25. A copy of the Lease Rejection Order is attached as Exhibit “I”.

26. I understand that the Buyer’s licensee in Canada has entered into new lease

agreements in respect of several of the Canadian store locations.

27. No objections were filed in respect of the Remco Rejection Notice prior to the

deadline of September 28, 2020 at 4:00 p.m. (Eastern Time). As such, Brooks Brothers

Canada’s contract with Remco is deemed rejected as of October 19, 2020.3

C. Supplemental Bar Date and proposed next hearing

28. On August 11, 2020, the U.S. Court entered an order (the “Bar Date Order”)

establishing, among other things, a general bar date, a governmental bar date, an amended

schedules bar date, and a rejection damages bar date for filing claims against the Initial

3 The Remco Rejection Notice was filed pursuant to the designation rights procedures under the Sale

Order, which provide that if no objections are filed before the applicable deadline, the rejection becomes effective without further order of the U.S. Court.

44

- 10 -

Chapter 11 Debtors, and approving the forms and manner of notice thereof. A copy of the

Bar Date Order is attached as Exhibit “J”.

29. On August 24, 2020, the Initial Chapter 11 Debtors filed a notice (the “Original

Bar Date Notice”) establishing the following deadlines, among others, for filing proofs

of claims for prepetition claims against the Initial Chapter 11 Debtors:

(a) September 25, 2020 at 5:00 p.m. (Eastern Time) as the general bar date;

and

(b) January 4, 2021 at 5:00 p.m. (Eastern Time) as the governmental bar date.

30. The ‘All Orders’ Order did not extend the Bar Date Order to Brooks Brothers

Canada and the claims bar dates established under the Bar Date Order and Original Bar

Date Notice do not apply to Brooks Brothers Canada’s creditors. As of the date of this

Third Affidavit, the Chapter 11 Debtors have not yet obtained an order from the U.S.

Court establishing claims bar dates for Brooks Brothers Canada’s creditors (the

“Supplemental Bar Date Order”) but intend to file a motion in the coming days. The

Foreign Representative intends to return to the Canadian Court to seek recognition of the

Supplemental Bar Date Order, once it has been entered.

45

THIS IS EXHIBIT “A” REFERRED TO IN THE

THIRD AFFIDAVIT OF STEPHEN MAROTTA,

SWORN BEFORE ME over videoconference in accordance with

the Administering Oath or Declaration Remotely Regulation,

O. Reg. 431/20, on October 11, 2020, while I was located in the

City of Toronto, in the Province of Ontario, and the affiant was

located in the City of Little Silver, in the State of New Jersey, in

the United States of America,

THIS 11th DAY OF OCTOBER, 2020.

____________________________________________

LIPI MISHRA Commissioner for Taking Affidavits

47

Court File No. ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST



BROTHERS RESTAURANT, LLC, DECONIC GROUP LLC, GOLDEN FLEECE MANUFACTURING GROUP, LLC, RBA WHOLESALE, LLC,

RETAIL BRAND ALLIANCE GIFT CARD SERVICES, LLC, RETAIL BRAND ALLIANCE OF PUERTO RICO, INC., 696 WHITE PLAINS ROAD, LLC, AND

BROOKS BROTHERS CANADA LTD.

APPLICATION OF BROOKS BROTHERS GROUP, INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT

ACT, R.S.C. 1985, c. C-36, AS AMENDED

Applicant

AFFIDAVIT OF STEPHEN MAROTTA

I, Stephen Marotta, of Little Silver, New Jersey, United States of America,

MAKE OATH AND SAY:

1. I am a Senior Managing Director at Ankura Consulting Group, LLC (“Ankura”)

and concurrently serve as the Chief Restructuring Officer (“CRO”) of Brooks Brothers

Group, Inc. (“BBGI”) and 131 of its affiliated debtors in possession (collectively, the

1 In addition to BBGI and Brooks Brothers Canada, the other 12 Chapter 11 Debtors are Brooks Brothers Far East Limited; BBD Holding 1, LLC; BBD Holding 2, LLC; BBDI, LLC; Brooks Brothers International, LLC; Brooks Brothers Restaurant, LLC; Deconic Group LLC; Golden Fleece Manufacturing Group, LLC; RBA Wholesale, LLC; Retail Brand Alliance Gift Card Services, LLC; Retail Brand Alliance of Puerto Rico, Inc.; and 696 White Plains Road, LLC.

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“Chapter 11 Debtors” and together with their non-debtor affiliates, “BB Group”),

including Brooks Brothers Canada Ltd. (“Brooks Brothers Canada”), all of which have

filed voluntary petitions for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code

with the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”).

The cases commenced by the Chapter 11 Debtors in the U.S. Court are referred to in this

Affidavit as the “Chapter 11 Cases”.

2. Ankura is a consulting firm that provides expert witness, bankruptcy and corporate

restructuring, litigation support, forensic accounting, geopolitical risk assessment, and

general management consulting services. I have more than 35 years of experience

providing professional accounting and consulting services to major corporations and

businesses, including 30 years of consulting to financially troubled companies, which

itself includes business plan development, viability assessments, reengineering and

overhead-reduction programs, claims and preference analyses, crisis management,

forensic investigation, and litigation support. My industry experience includes retail,

manufacturing, wholesale distribution, healthcare, telecommunications, entertainment,

and financial services.

3. In my role as CRO, I am familiar with the Chapter 11 Debtors’ businesses, day-

to-day operations, and financial affairs. As such, I have personal knowledge of the matters

deposed to herein. Where I have relied on other sources for information, I have so stated

and I believe them to be true. In preparing this affidavit, I have also consulted the BB

Group’s senior management team, and financial and legal advisors.

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4. I swear this Affidavit in support of BBGI’s application, in its capacity as foreign

representative (in such capacity, the “Foreign Representative”) of the Chapter 11

Debtors, for inter alia:

(a) recognition of the Chapter 11 Cases as foreign main proceedings pursuant

to Part IV of the Companies’ Creditors Arrangement Act, RSC 1985, c C-

36 (the “CCAA”);

(b) recognition of the Foreign Representative Order (as defined below) and

Second Joint Administration Order (as defined below);

(c) the appointment of Alvarez & Marsal Canada Inc. (“A&M”) as the

information officer in this proceeding (the “Information Officer”);

(d) the granting of the Administration Charge (as defined below); and

(e) the granting of the Directors’ Charge (as defined below).

5. All references to monetary amounts in this affidavit are in U.S. dollars unless

noted otherwise. Capitalized terms in this Affidavit that are not otherwise defined have

the meanings given to them in the Initial First Day Declaration.

6. This affidavit is organized into the following sections:

A. Background ........................................................................................................... 5 B. The BB Group prior to the Sale Transaction......................................................... 9

(a) Overview of Brooks Brothers ....................................................................... 9 (b) The Chapter 11 Debtors .............................................................................. 10 (c) The Non-Debtor Affiliates .......................................................................... 11

C. The BB Group after the close of the Sale Transaction ........................................ 12

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D. Brooks Brothers Canada...................................................................................... 12 (a) Brooks Brothers Canada’s retail stores and leases ...................................... 13 (b) Merchandising and sourcing ....................................................................... 14 (c) Corporate and support services ................................................................... 14 (d) Intellectual Property .................................................................................... 15 (e) Employees ................................................................................................... 15 (f) Logistics Suppliers .......................................................................................... 17 (g) Banking and Cash Management .................................................................. 18

E. Brooks Brothers Canada’s current position ........................................................ 19 (a) Financial Position ........................................................................................ 19

(i) Assets .......................................................................................................... 20 (ii) Liabilities ................................................................................................. 20 (iii) Stockholder’s Equity ............................................................................... 21 (iv) Earnings ................................................................................................... 21 (v) Secured Debt of Brooks Brothers Canada............................................... 21

(b) Gift Cards .................................................................................................... 24 F. Restructuring efforts prior to Initial Petition Date .............................................. 24

(a) Before COVID-19 ....................................................................................... 24 (b) Response to COVID-19 .............................................................................. 25

G. Chapter 11 Cases and Marketing Process ........................................................... 27 (a) Petitions and First Day Motions .................................................................. 27 (b) Marketing Process ....................................................................................... 29

H. Anticipated path forward for Brooks Brothers Canada ....................................... 37 I. Need for Relief Under the CCAA ....................................................................... 38 J. Relief Sought ....................................................................................................... 39

(a) Recognition of Foreign Proceedings ........................................................... 39 (b) Recognition of the Foreign Representative Order and Second JointAdministration Order .............................................................................................. 40 (c) Stay of Proceedings ..................................................................................... 40 (d) Appointment of Information Officer ........................................................... 40 (e) Administration Charge ................................................................................ 41 (f) Directors’ Charge ............................................................................................ 41

K. Notice .................................................................................................................. 43 L. Proposed next hearing ......................................................................................... 43 M. General ............................................................................................................ 43

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A. Background

7. Brooks Brothers (as defined below) is the oldest apparel business in the United

States and has grown into one of the world’s leading clothing retailers with over 1,400

locations in over 45 countries and a leading e-commerce platform. Brooks Brothers

Canada operates the BB Group’s Canadian operations, which consists of 12 retail stores.



for relief (the “Initial Petitions”) pursuant to Chapter 11 of the U.S. Bankruptcy Code

with the U.S. Court.

9. At the time, Brooks Brothers Canada did not file a petition for relief under Chapter

11 with the U.S. Court as the BB Group was attempting to pursue an out-of-court

restructuring for Brooks Brothers Canada, potentially through the sale of the equity in

Brooks Brothers Canada. In connection therewith, the BB Group’s senior Prepetition ABL

Lenders (as defined below) agreed to forbear from taking any enforcement actions against

Brooks Brothers Canada resulting from the Initial Petitions and other pre- and post-Initial

Petition events of default, to allow such efforts to be pursued. The BB Group wished to

defer the costs associated with CCAA proceedings until such time as Canadian relief was

in fact necessary.

10. Since the Initial Petition Date, the Initial Chapter 11 Debtors have obtained a

variety of first day and final orders from the U.S. Court and, most notably, have completed

a successful sales and marketing process for the BB Group’s (now former) business

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(“Brooks Brothers” 2 or the “Business”), which resulted in the sale (the “Sale

Transaction”) of substantially all of the Chapter 11 Debtors’ assets (the “Acquired

Assets”), including substantially all of the assets of, but not the equity in, Brooks Brothers

Canada (the “Canadian Assets”), to SPARC Group LLC (the “Buyer”) for aggregate

proceeds totaling $325 million.

11. In addition, a global resolution was reached as between the Initial Chapter 11

Debtors, the Agent (as defined below), the Prepetition ABL Lenders and the official

committee of unsecured creditors in the Chapter 11 Cases (the “Creditors’ Committee”).

This resolution provided for, among other things, the impairment and settlement of the

Prepetition ABL Lenders’ claims for approximately $205.8 million and for the remainder

of the proceeds from the Sale Transaction to be delivered to the Chapter 11 Debtors’

estates for an efficient administration and wind-down of the Chapter 11 Cases.


2020 (the “Sale Order”), and the transaction closed on August 31, 2020. Accordingly,

the Buyer now owns the Business, subject to the Buyer’s designation rights in respect of

leases (including Brooks Brothers Canada’s leases, none of which have been designated

for assumption and assignment or rejection to date) and the subsequent conveyance of the

Canadian Assets, including the Canadian Acquired Inventory (as defined below),

described below.

2 For the avoidance of any doubt, the term Brooks Brothers refers to the business acquired by the Buyer, and not any particular corporation.

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13. Following the U.S. Court’s approval of the Sale Transaction, but before the Sale

Transaction had closed, the Chapter 11 Debtors and the Buyer determined that it would

be beneficial for Brooks Brothers Canada to obtain an order of this Court recognizing the

Sale Order and approving the sale of inventory owned by Brooks Brothers Canada (the

“Canadian Acquired Inventory”) free and clear of all claims and encumbrances.

14. As such, and to facilitate this process, an agreement was reached with the Buyer

to amend the Asset Purchase Agreement (as defined below) to specifically address the

process for the acquisition of the Canadian Acquired Inventory (the “Second

Amendment to the Asset Purchase Agreement”). In addition, BBGI, on behalf of itself,

the other Chapter 11 Debtors and the other Sellers, and the Agent entered into a Stipulation

(as defined below) wherein it was confirmed that the Agent would still retain (rather than

release) the Prepetition ABL Lenders’ liens and claims against Brooks Brothers Canada,

on behalf of and solely for the benefit of the Chapter 11 Debtors, and would turn over any

proceeds of the Canadian Acquired Inventory received by the Agent to BBGI.

15. In furtherance of the above, on September 10, 2020, Brooks Brothers Canada filed

a voluntary petition for relief pursuant to Chapter 11 of the U.S. Bankruptcy Code with

the U.S. Court (the “September Petition”, and collectively with the Initial Petitions the

“Petitions”). On the same day, the Chapter 11 Debtors filed a motion to obtain an order

to apply all previous orders in the Chapter 11 Cases, including the Sale Order, to Brooks

Brothers Canada (the “‘All Orders’ Order”). The motion to approve the ‘All Orders’

Order is scheduled to be heard by the U.S. Court on September 24, 2020.

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16. On September 11, 2020, the U.S. Court entered an order authorizing BBGI to act

as foreign representative on behalf of the Chapter 11 Debtors in these CCAA proceedings

(the “Foreign Representative Order”). The U.S. Court also entered an order directing

the administration of Brooks Brothers Canada’s Chapter 11 Case jointly with the other

Chapter 11 Cases (the “Second Joint Administration Order”).

17. The Foreign Representative now brings this application to obtain a stay of

proceedings, recognition of the Chapter 11 Cases as a foreign main proceeding and

recognition of the Foreign Representative Order and Second Joint Administration Order

in Canada. The Foreign Representative intends to return to this Court to seek recognition

of the ‘All Orders’ Order after it has been entered by the U.S. Court and for such other

relief from this Court as may be deemed necessary.

18. In support of the Initial First Day Motions (as defined below), I submitted a

declaration to the U.S. Court, a copy of which is attached as Exhibit “A” (the “Initial

First Day Declaration”). The Initial First Day Declaration provides a comprehensive

overview of the BB Group and the events leading up to the commencement of the Chapter

11 Cases. As such, this Affidavit provides a more general overview and focuses on the

events since the Initial Petition Date, including in relation to the sales and marketing

process that culminated in the Sale Transaction, Brooks Brothers Canada’s business, and

information to support the finding of the centre of main interest of each of the Chapter 11

Debtors and to support the request for recognition of the Chapter 11 Cases as a foreign

main proceeding, the recognition of the Foreign Representative Order and Second Joint

Administration Order, the granting of the stay, the granting of the Administration Charge

and the Directors’ Charge, and the appointment of the Information Officer.

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19. I am not aware of any other foreign recognition insolvency proceedings involving

the Chapter 11 Debtors.

20. I am advised by the Chapter 11 Debtors’ U.S. counsel and believe that due to the

COVID-19 pandemic, the U.S. Court is only processing requests for certified copies of

orders one day per week. The Foreign Representative will obtain certified copies of the

Petitions and the Foreign Representative Order and Second Joint Administration Order as

soon as it is able this coming week and then immediately forward them to Osler, Hoskin

& Harcourt LLP (“Osler”), Canadian counsel to the Chapter 11 Debtors. The certified

copies will be provided to this Court as soon as possible upon arrival.

21. In the interim, copies of the Foreign Representative Order and Second Joint

Administration Order are attached as Exhibits “B” and “C”.

B. The BB Group prior to the Sale Transaction

(a) Overview of Brooks Brothers

22. Prior to the Sale Transaction, the BB Group owned Brooks Brothers, the oldest

apparel business in the United States and a world-renowned fashion innovator. The BB

Group acquired Brooks Brothers in 2001, after which Brooks Brothers expanded across

the globe and grew into one of the world’s leading clothing retailers with over 1,400

locations in over 45 countries, and a leading e-commerce platform built on best-in-class

systems and supporting a direct-to-consumer website (www.brooksbrothers.com) and

mobile application. Brooks Brothers is known as a lifestyle brand for men, women and

children, which markets and sells footwear, eyewear, bags, jewelry, bedding, linens and

more.

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http://www.brooksbrothers.com/

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23. For the fiscal year ending 2019, the BB Group’s revenue totaled over $991 million,

of which less than 3% was attributable to Brooks Brothers Canada.

(b) The Chapter 11 Debtors

24. All of the Chapter 11 Debtors (including Brooks Brothers Canada) operate on an

integrated basis and are incorporated or established under the laws of the United States,

with the exception of Brooks Brothers Canada and Brooks Brothers Far East Limited

(“BB Far East”), which is incorporated in Hong Kong.

25. BBGI directly or indirectly owns all of the shares of the other Chapter 11 Debtors

(including Brooks Brothers Canada), with the exception of BB Far East, in which BBGI

holds a 99.8% interest. A copy of the BB Group’s organization chart (as at the Initial

Petition Date) is included as Exhibit A to the Initial First Day Declaration, which is

attached hereto as Exhibit “A”.

26. Prior to the Sale Transaction, the Chapter 11 Debtors’ operations were directed

out of the BB Group’s (now former) headquarters at 346 Madison Avenue in Manhattan,

where the flagship Brooks Brothers store is located. The Chapter 11 Debtors also owned

an office building located in Enfield, Connecticut that houses certain of the Business’s

corporate functions, including finance, human resources, IT, and real estate. The Chapter

11 Debtors also maintained two distribution centres to process merchandise and

warehouse inventory and to support the Chapter 11 Debtors’ stores in the United States,

Canada, and Puerto Rico, including a 660,000 square foot distribution centre facility in

Enfield, Connecticut, and a 250,000 square foot distribution centre facility in Clinton,

North Carolina.

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27. Prior to the Sale Transaction, all of the Chapter 11 Debtors’ (including Brooks

Brothers Cana

Documents

· Court File No. CV-20-00647463-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED