Sears Canada / T. Eaton Co. Ltd.

Sears Canada Inc. has offered to buy all the common shares of The T. Eaton Co. Ltd. for $60 million plus up to an additional $20 million dependent on Sears’ successful use of Eaton’s tax losses. The transaction involves the Sears-held Eaton’s retaining up to 19 stores, the Eaton’s name and its trademarks as well as other assets. The assets not retained by Eaton’s will be transferred to a new corporation, the stakeholders of which will be Eaton’s existing creditors.

The transaction will be effected through CCAA and OBCA plans of arrangement.The Tory Haythe team acting for Sears includes Michael Rotsztain, David Baird, Q.C., Tony DeMarinis and Elizabeth Evans on the restructuring side, Jim Turner and Karrin Powys-Lybbe on corporate and Corrado Cardarelli on tax. In-house, the Sears legal team is headed by Rudolph Vezer, senior VP and general counsel, with assistance from Sal Frisina. Osler, Hoskin & Harcourt LLP is acting for Eaton’s. The Osler team was comprised of Linda Robinson (lead M&A and corporate), Andrew Macdougall (M&A and corporate), Lyndon Barnes (litigation), Tony Devir (pensions), James Hassell (labour), Firoz Ahmed (tax), Rupert Chartrand and Gordon Marantz (insolvency).