Superette Inc., 1390748 B.C. Ltd., 2659198 Ontario Inc., 2662133 Ontario Inc., 2662134 Ontario Inc. and 2662135 Ontario Inc. (the "Superette Group")

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Service List Notices and List of Creditors Sale and Investment Solicitation Process (SISP)

CCAA

Page last updated: September 05, 2023

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

Status of file as of January 31, 2023

On January 30, 2023, the Court issued the CCAA Termination Order which, among other things:

extended the Stay Period to and including March 10, 2023;
authorized an increase in the DIP Financing to a maximum amount of $2,405,000;
approved the Monitor’s Reports;
approved the fees, disbursements and fee accruals of the Monitor and its counsel to complete the administration of the CCAA Proceedings; and
terminated the CCAA Proceedings, the Charges and discharge PwC in its capacity as Monitor, upon the Monitor’s filing of its Discharge Certificate.

Status of file as of January 25, 2023

On January 24, 2023, the Superette Group filed a motion for an order (the “CCAA Termination Order”) to, among other things:

extend the Stay Period to and including March 10, 2023;

authorize an increase in the DIP Financing by the amount of $525,000 to a maximum amount of $2,405,000, secured by the DIP Lender’s Charge;
approve the Monitor’s First Report, dated the September 6, 2022, the Second Report, dated November 24, 2022, the Third Report, dated December 15, 2022 and the Fourth Report to be filed with the Court (the “Fourth Report”) and the activities of the Monitor and its counsel described therein (the “Monitor’s Reports”);
approve the fees, disbursements and fee accruals of the Monitor and its counsel to complete the administration of the CCAA Proceedings (the “Professional Fees”); and
terminate the CCAA Proceedings, the Administration Charge and the Directors’ Charge (the “Charges”)and discharge PwC in its capacity as Monitor, upon the Monitor’s filing of its Discharge Certificate.

On January 25, 2023, the Monitor filed its Fourth Report with the Court to provide the Court with information concerning:

the activities of the Monitor and the Superette Group since the Third Report;
the Applicants’ cash flow for the period ending January 13, 2023 as compared in the cash flow forecast included in the Second Report;
an update on the transaction (the “Transaction”) contemplated by the Amended Purchase Agreement;
an extended cash-flow forecast prepared by the Applicants in connection with their motion for the CCAA Termination Order, in particular the extension of the Stay Period; and
the Applicants’ motion for the CCAA Termination Order.

The motion will be heard on January 30, 2023.

Status of file as of December 16, 2022

On December 15, 2022, the Monitor filed its Third Report with the Court (the “Third Report”) to provide the Court with information concerning:

the activities of the Company and the Monitor since the date of the Second Report of the Monitor;
the Applicants’ actual cash flows for the 3-week period ending December 9, 2022 (the "Reporting Period") as compared to the extended cash flow forecast (the "Extended Cash Flow Forecast") included in the Second Report; and
the Applicants’ motion for the Vesting Order.

Status of file as of December 13, 2022

On December 13, 2022, the Superette Group filed a motion for an order (the “Vesting Order”) to, among other things:

approve the Amended Purchase Agreement, dated December 12, 2022 (the “Amended Purchase Agreement”) as the Successful Bid (as defined in Schedule “A” of the SISP Approval Order) under the SISP and approve the proposed transactions contemplated therein (collectively, the “Proposed Transactions”);
authorize the Applicants and the Purchaser to take such steps and actions and completing the Proposed Transactions as set out or required by the Amended Purchase Agreement;
add a new subsidiary corporation of Superette Inc. (the “ResidualCo”) as an applicant to these CCAA Proceedings;
expand the powers of the Monitor over ResidualCo and authorize the Monitor to, among other things, make an assignment in bankruptcy on behalf of ResidualCo; and
remove Superette Ontario as an applicant to these CCAA Proceedings

The motion will be heard on December 20, 2022.

Status of file as of November 30, 2022

On November 29, 2022, the Court issued the Stay Extension and DIP Amendment Order approving, among other things:

the extension to the Stay Period until and including January 31, 2023; and
the increase of the DIP Financing by the amount of $515,000 to a maximum of $1,880,000 which would be secured by the DIP Lender’s Charge.

Status of file as of November 25, 2022

On November 24, 2022, the Monitor filed its Second Report (the “Second Report”) with the Court to provide the Court with information concerning:

the activities of the Superette Group and the Monitor since the First Report;
the Applicants’ actual cash flows from the Filing Date to November 18, 2022 as compared to the cash flow forecast included in the Pre-Filing Report;
an extended cash flow forecast prepared in connection with the Applicants’ request for an extension of the Stay Period to January 31, 2023 (the “Requested Stay Extension”);
the reasons for the Requested Stay Extension;
the results of the SISP; and
a motion for the Stay Extension and DIP Amendment Order.

On November 23, 2022, the Superette Group filed a motion with the Court for an order (the “Stay Extension and DIP Amendment Order”) to, among other things:

extend the Stay Period until and including January 31, 2023; and
increase the DIP Financing by the amount of $515,000 to a maximum amount of $1,880,000 which would be secured by the DIP Lender’s Charge.

The motion will be heard on November 29, 2022.

Status of file as of September 9, 2022

On September 9, 2022, the Court issued the SISP Approval Order which, among other things:

Authorized the Superette Group to undertake a sale and investment solicitation process (“SISP”) for the sale of their business, property, assets and undertaking; and
Authorized the Superette Group to enter into the stalking horse agreement (the “Stalking Horse Agreement”), dated August 29, 2022, between the Superette Group and SNDL Inc. (the “Purchaser”) for the purposes of SISP.

On the same date, the Court issued the Amended and Restated Initial Order which, among other things:

Extended the Initial Stay Period until and including November 30, 2022 (the “Stay Period”);
Approved the DIP Financing in the maximum amount of $1,365,000 from SNDL, the DIP Lender;
Granted a third ranking charge (behind the Administration Charge and the Directors’ Charge) in favour of the DIP Lender (the “DIP Lender’s Charge”), securing any advances under the DIP Financing; and

Status of file as of September 7, 2022

On September 6, 2022, the Monitor filed its First Report (the “First Report”) with the Court, to provide the Court with information concerning:

The activities of the Superette Group and the Monitor since the Filing Date;
The Monitor’s views on the relief sought by the Superette Group in connection with the proposed Amended and Restated Initial Order;
The Monitor’s views on the Superette Group’s request for the SISP Order to approve the SISP and the Stalking Horse Agreement.

The motion for the Amended and Restated Initial Order and the SISP Order will be heard on September 9, 2022.

On August 30, 2022 (the “Filing Date”), Superette Inc., Superette Ontario Inc., 2659198 Ontario Inc., 2662133 Ontario Inc., 2662134 Ontario Inc. and 2662135 Ontario Inc. (collectively, the “Applicants” or the “Superette Group”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act R.S.C.1985, c.C-36, as amended (the “CCAA Proceedings”) from the Ontario Superior Court of Justice Commercial List (the “Court”).

The Initial Order, among other things:

Approved a stay of proceedings up to and including September 9, 2022 (the “Initial Stay Period”), which applies against the Applicants, their respective directors and officers, their Property and Business (both defined in the Initial Order) and the Monitor;
Appointed PricewaterhouseCoopers Inc., LIT (“PwC”) as monitor of the Applicants (the “Monitor”);
Authorized the Applicants to continue to utilize the cash management system currently in place as described in the Affidavit of Matthew McLeod, sworn August 29, 2022 (the “McLeod Affidavit”), or replace it with another substantially similar cash management system (the “Cash Management System”) with the consent of the Monitor and SNDL Inc. (the “SNDL”);
Granted a first ranking charge, in the amount of $140,000 (the “Administration Charge”), on the Property of the Applicants, as security for the professional fees and disbursements of the Monitor, the Monitor’s counsel and the Applicants’ counsel, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise; and
Granted a second ranking charge, in the amount of $85,000 (the “Directors’ Charge”), on the Property of the Applicants, as security for the indemnity granted to the Applicants’ directors and officers, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise.

The Applicants intend to return to the Court prior to the expiry of the Initial Stay Period to seek:

An amended and restated initial order (the “Amended and Restated Initial Order”) for, among other things:
1. the extension of the Initial Stay Period until November 30, 2022 (the “Stay Period”);
2. approval of debtor-in-possession financing in the maximum amount of $1,365,000 (the “DIP Financing”) from SNDL, the Applicants’ existing secured creditor (the “DIP Lender”);
3. the granting of a charge in favour of the DIP Lender (the “DIP Lender’s Charge”) securing any advances under the DIP Financing following the granting of the Amended and Restated Initial Order; and
4. an increase in the quantum of the Administration Charge to an amount estimated to be $225,000 and an increase in the quantum of the Directors’ Charge to an amount estimated to be $250,000.
An order (the “SISP Approval Order”) for, among other things:
1. the approval of a sale and investment solicitation process (the “SISP”); and
2. the authorization for the Applicants to enter into an agreement of purchase and sale (the “Stalking Horse Agreement”) with the DIP Lender (in such capacity, the “Stalking Horse Bidder”) solely for the purpose of constituting the “Stalking Horse Bid” under the SISP.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, on September 1, 2022 a notice was sent to all of the Applicants’ known creditors who are owed $1,000 or more.