First Report of the Information Officer

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. 19850 c. C-36, AS AMENDED

FIRST REPORT OF THE INFORMATION OFFICER

ALVAREZ & MARSAL CANADA INC.

September 23, 2020

TABLE OF CONTENTS

1.0 INTRODUCTION ...... 1

2.0 TERMS OF REFERENCE AND DISCLAIMER ...... 4

3.0 PURPOSE OF THIS REPORT ...... 6

4.0 BACKGROUND ...... 7

5.0 ALL ORDERS ORDER ...... 15

6.0 THE SALE TRANSACTION ...... 21

7.0 LEASE REJECTION NOTICES ...... 27

8.0 ACTIVITIES OF THE INFORMATION OFFICER ...... 28

9.0 A&M CANADA’S QUALIFICATIONS TO ACT AS INFORMATION OFFICER...... 29

10.0 RECOMMENDATIONS ...... 30

LIST OF APPENDICES

APPENDIX “A” BB GROUP ORGANIZATIONAL CHART

APPENDIX “B” DESCRIPTIONS OF OTHER ORDERS

1.0 INTRODUCTION

Brooks Brothers’ Chapter 11 Cases

1.1 On July 8, 2020 (the “Initial Petition Date”), Brooks Brothers Group, Inc. (“BBGI”),

Brooks Brothers Far East Limited (“BB Far East”), BBD Holding 1, LLC, BBD Holding

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

Manufacturing Group, LLC (“Golden Fleece”), RBA Wholesale, LLC (“RBA”), Retail

Brand Alliance Gift Card Services, LLC, Retail Brand Alliance of Puerto Rico, Inc., and

696 White Plains Road, LLC (collectively, the “Initial Chapter 11 Debtors”, and together

with Brooks Brothers Canada Ltd. (“BB Canada”), the “Chapter 11 Debtors” or the “BB

Group”), commenced voluntary cases (including BB Canada’s case, the “Chapter 11

Cases”) pursuant to Chapter 11 (“Chapter 11”) of the U.S. Bankruptcy Code (the “U.S.

Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware

(the “U.S. Court”).1 BB Canada did not file a petition on the Initial Petition Date.

1.2 Since the commencement of the Chapter 11 Cases, the U.S. Court has granted a number of

orders to permit the Initial Chapter 11 Debtors to continue to operate their business and

advance the Chapter 11 Cases, including, most significantly, the approval of an asset

purchase agreement (as amended, the “APA”) between the Initial Chapter 11 Debtors and

BB Canada (the “Sellers”) and SPARC Group LLC (the “Buyer”) for the sale of

substantially all of the assets of the Chapter 11 Debtors, including substantially all of the

1 Depending on the context in which they appear, references to the Chapter 11 Debtors and the Chapter 11 Cases may or may not include BB Canada and BB Canada’s Chapter 11 case, respectively.

assets of BB Canada (the “Canadian Assets”), for aggregate proceeds totaling $325

million (such order, the “Sale Order”, and such transaction, the “Sale Transaction”).2

1.3 The Sale Transaction closed on August 31, 2020 (the “Closing Date”), with the exception

of the sale of the Canadian Assets (which consists principally of inventory) subject to

subsequent conveyance pending approval of the sale of the Canadian Assets free and clear

of all claims and encumbrances by the Canadian Court (as defined below). The conveyance

and approval of the sale of the Canadian Assets are to be facilitated by these CCAA

Recognition Proceedings (as defined below), as set forth in the second amendment to the

APA dated August 31, 2020 (the “Second Amendment”) and a U.S. Court-approved

Stipulation (as defined below) that is described in greater detail below.

Addition of BB Canada as a Chapter 11 Debtor

1.4 In order to achieve these objectives, on September 10, 2020, BB Canada filed: (i) a

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

U.S. Court; and (ii) a motion to obtain an order to apply all previous orders in the Chapter

11 Cases, including the Sale Order, to BB Canada (the “All Orders Order”).

1.5 On September 11, 2020, the U.S. Court entered an order (the “Foreign Representative

Order”) authorizing BBGI to act as foreign representative (the “Foreign

Representative”) on behalf of the estates of the Chapter 11 Debtors. The U.S. Court also

entered an order (the “Second Joint Administration Order”) directing the joint

administration of BB Canada’s and the Initial Chapter 11 Debtors’ Chapter 11 Cases.

2 The initial purchase price was $305 million. The first amendment to the APA dated August 11, 2020 (the “First Amendment”) increased the purchase price to $325 million. The purchase price is subject to adjustments.

1.6 On September 14, 2020, the Foreign Representative brought an application before this

Court (the “Canadian Court”) pursuant to Part IV of the Companies’ Creditors

Arrangement Act (“CCAA”) (the “CCAA Recognition Proceedings”, and together with

the Chapter 11 Cases, the “Restructuring Proceedings”) for an initial recognition order

(the “Initial Recognition Order”), among other things:

(a) declaring that BBGI is a foreign representative as defined in section 45 of the

CCAA;

(b) declaring that the Chapter 11 Cases are recognized as a “foreign main proceeding”

under the CCAA; and

1.7 Additionally, on September 14, 2020, BBGI brought an application before the Canadian

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

(a) recognizing and enforcing the Foreign Representative Order and the Second Joint

Administration Order in Canada;

(b) appointing Alvarez & Marsal Canada Inc. (“A&M Canada”) as the information

officer in respect of the CCAA Recognition Proceedings (in such capacity, the

“Information Officer”);

(d) granting a super-priority charge up to a maximum of CDN$350,000 (the

“Administration Charge”) over the Chapter 11 Debtors’ property in Canada in

favour of Canadian counsel to the Chapter 11 Debtors, the Information Officer and

counsel to the Information Officer as security for their professional fees and

disbursements in respect of these CCAA Recognition Proceedings; and

(e) granting a second ranking charge, ranking only behind the Administration Charge

up to a maximum of CDN$200,000 (the “Directors’ Charge”) over the Chapter 11

Debtors’ property in Canada for the benefit of the directors and officers of the

Chapter 11 Debtors (the “D&Os”) as security for an indemnity provided by the

Chapter 11 Debtors in favour of the D&Os pursuant to the Supplemental Order.

1.8 On September 14, 2020, the Canadian Court issued the Initial Recognition Order and the

Supplemental Order.

1.9 On September 18, 2020, the U.S. Court entered the All Orders Order without the need for

a hearing as no objections had been filed by the corresponding objection filing deadline.

1.10 Further information regarding these CCAA Recognition Proceedings can be found on the

Information Officer’s website at https://alvarezandmarsal.com/brooksbrotherscanada (the

“Case Website”).

2.0 TERMS OF REFERENCE AND DISCLAIMER

2.1 In preparing this Report of the Information Officer (the “First Report”), A&M Canada

has relied solely on information and documents provided by the Foreign Representative,

the other Chapter 11 Debtors, their U.S.-based advisors, and their Canadian legal counsel

(collectively, the “Information”).

2.2 Except as otherwise described in this First Report:

(a) the Information Officer has reviewed the Information for reasonableness, internal

consistency and use in the context in which it was provided. However, the

Information Officer has not audited or otherwise attempted to verify the accuracy

or completeness of the Information in a manner that would wholly or partially

comply with Canadian Auditing Standards (“CASs”) pursuant to the Chartered

Professional Accountants Canada Handbook (the “Handbook”), and accordingly,

the Information Officer expresses no opinion or other form of assurance

contemplated under CASs in respect of the Information; and

(b) some of the information referred to in this First Report consists of forecasts and

projections. An examination or review of the financial forecasts and projections,

as outlined in the Handbook, has not been performed.

2.3 Future-oriented financial information referred to in this First Report was prepared based

on estimates and assumptions made by the Chapter 11 Debtors’ management. Readers are

cautioned that since projections are based upon assumptions about future events and

conditions that are not ascertainable, actual results will vary from the projections, and the

variations could be significant.

2.4 This First Report should be read in conjunction with the Affidavit of Stephen Marotta

sworn on September 13, 2020 (the “Initial Marotta Affidavit”) and the Affidavit of

Stephen Marotta sworn on September 21, 2020 (the “Second Marotta Affidavit”).

2.5 Unless otherwise stated, all monetary amounts contained herein are expressed in United

States dollars.

3.0 PURPOSE OF THIS REPORT

3.1 The purpose of this First Report is to:

(a) assist the Canadian Court in considering the Foreign Representative’s motion for

an Order (the “Recognition, Approval and Vesting Order”) seeking, among other

things:

(i) recognition in Canada of the All Orders Order;

(ii) approving the sale of the Canadian Assets, including the inventory of BB

Canada (the “Canadian Acquired Inventory”), to the Buyer;

(iii) directing the Buyer to pay on the closing of the sale of the Canadian Assets

the purchase price for the Canadian Acquired Inventory to BBGI in

accordance with the terms and conditions of the APA and the Stipulation;

(iv) vesting all of the right, title and interest of the Chapter 11 Debtors in and to

the Canadian Assets, including the Canadian Acquired Inventory, free and

clear of and from any and all Claims and Encumbrances (both, as defined

in the Recognition, Approval and Vesting Order) to the Buyer, upon

delivery to the Buyer by the Information Officer of a certificate (the

“Information Officer’s Certificate”);

(v) ordering and directing the Information Officer to file the Information

Officer’s Certificate with the Canadian Court as soon as practicable

following delivery thereof to the Buyer;

(vi) authorizing and directing the Chapter 11 Debtors to maintain reserve

account balances in their Canadian bank accounts totaling in aggregate, no

less than the aggregate amount of the Administration Charge and the

Directors’ Charge; and

(vii) ordering that the amount of the Directors’ Charge may, from time to time,

be reduced to an amount to be determined by the Chapter 11 Debtors, in

consultation with the Information Officer, upon the service by the

Information Officer of a certificate on the service list in these CCAA

Recognition Proceedings; and

(b) provide the Canadian Court with certain background information concerning the

Chapter 11 Debtors and the Restructuring Proceedings, including:

(i) the Chapter 11 Debtors’ business, operations, organizational structure and

financing facilities;

(ii) the CCAA Recognition Proceedings, the Chapter 11 Cases and the events

leading up to them;

(iii) the All Orders Order which the Foreign Representative is seeking

recognition of in Canada; and

(iv) the initial activities of the Information Officer.

4.0 BACKGROUND

Company Overview

4.1 The BB Group’s business (“Brooks Brothers”) is the oldest apparel business in the United

States and is a lifestyle brand for men, women and children, which markets and sells

footwear, eyewear, bags, jewelry, bedding, linens and more. Brooks Brothers has

expanded across the globe, growing 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.

4.2 With the exception of BB Far East, in which BBGI holds a 99.8% interest, BBGI directly

or indirectly owns all of the shares of the other Chapter 11 Debtors. A copy of the corporate

organization chart illustrating the ownership structure of the Chapter 11 Debtors is attached

as Appendix “A”.

Prior to the Sale Transaction

4.3 Prior to the Sale Transaction, the BB Group’s operations were headquartered at 346

Madison Avenue in Manhattan, New York where the flagship Brooks Brothers store is

located. The BB Group also owned an office building located in Enfield, Connecticut that

houses certain of the corporate functions of Brooks Brothers, including finance, human

resources, IT and real estate. The BB Group also maintained two distribution centres to

process merchandise and warehouse inventory and to support Brooks Brothers stores in the

United States and Canada, including a 600,000 square foot distribution facility in Enfield,

Connecticut, and a 250,000 square foot distribution facility in Clinton, North Carolina.

4.4 The BB Group managed all third-party merchandise sourcing through BB Far East which

operated its centralized global trading office in Hong Kong and acted as a local

intermediary between the BB Group and its foreign sourcing base. Inventory was

purchased by BB Far East and subsequently sold to affiliates and third-party licensees on

an arm’s-length basis.

After the Sale Transaction

4.5 Following the Closing Date, the BB Group no longer owns Brooks Brothers or the

Acquired Assets (as defined below), except that:

(a) the BB Group continues to hold leases (including those of BB Canada) that the

Buyer has yet to designate for assumption and assignment or rejection pursuant to

the APA; and

(b) until an order is obtained from the Canadian Court approving the conveyance of

the Canadian Acquired Inventory free and clear, together with the remaining

Canadian Assets, and such conveyance subsequently occurs, BB Canada continues

to own the Canadian Assets, including the Canadian Acquired Inventory.

BB Canada

4.6 During the fiscal year ended 2019, the BB Group generated revenue totaling over $991

million (of which less than 3% was attributable to BB Canada).

4.7 BB Canada is incorporated in Ontario. The Canadian operations are comprised of 12 retail

stores operating out of leased facilities, with seven (7) locations in Ontario, three (3) in

British Columbia and two (2) in Alberta. BBGI has provided an indemnity in the form of

a guarantee to certain landlords under some of the leases of BB Canada. As a result of the

COVID-19 pandemic, BB Canada closed all of its stores in mid-March and did not pay

rent to its landlords for the months of April through August 2020. Following the granting

of the Initial Recognition Order and the Supplemental Order, counsel for the Foreign

Representative has advised the Information Officer that pro-rata rent for the balance of

September has been paid.

4.8 Pursuant to an agreement dated March 3, 2020, 115161 Canada Inc. (“Remco”), a third-

party, provided distribution centre services to BB Canada, which currently has a small

amount of inventory located at Remco’s facility.

4.9 As of March 2020, BB Canada employed approximately 150 employees, none of which

were unionized (63 full-time and 87 part-time), with 94 of its employees based in Ontario,

31 in British Columbia and 25 in Alberta. All BB Canada employees were laid off on or

about mid-March as all stores closed due to the COVID-19 pandemic.

4.10 BB Canada employees have been paid all accrued wages up to the date of their respective

layoffs, but certain employees have accrued vacation pay totaling approximately

CDN$200,000 that has not been paid.

4.11 BB Canada offers extended medical insurance to employees that is fully insured and

administered by Canada Life (approximately 80 employees are enrolled), as well as a

Registered Retirement Savings Plan (“RRSP”) also administered by Canada Life. BB

Canada previously matched eligible employees’ monthly contribution to their RRSP,

however that matching was frozen on April 26, 2020. As of the Initial Petition Date, only

one employee was participating in the RRSP and no amounts were due thereunder.

4.12 BBGI provides human resources services to BB Canada and BB Canada’s payroll is

administered by BBGI which utilizes third-party payment processing companies to

provide, among other things, a payment processing system. BB Canada also uses a third-

party time keeping system arranged for by BBGI to track time worked by hourly

employees.

4.13 The Information Officer understands that the Buyer (through a licensee) has commenced

discussions with BB Canada’s landlords to see if new lease terms can be negotiated that

could lead to some or all of the Canadian store locations re-opening and related

employment for some or all of the Canadian employees that are currently on lay off.

4.14 For a more detailed discussion of the Chapter 11 Debtors’ business, please refer to the

Initial Marotta Affidavit (including the First Day Declaration exhibited thereto).

Secured Credit Facilities and Security Review

4.15 As of the Initial Petition Date, the Chapter 11 Debtors had approximately $392.1 million

in outstanding funded debt obligations which are described in the First Day Declaration.

4.16 As of the Initial Petition Date, certain of the Chapter 11 Debtors were party to a credit

agreement dated June 28, 2019 (as amended on April 22, 2020, and as further amended,

modified, or otherwise supplemented from time to time, the “ABL Credit Agreement”),

under which BB Canada is a guarantor.

4.17 Key terms and components of the ABL Credit Agreement include the following:

ABL Credit Facility

Borrowers • Among others, BBGI, RBA, and Golden Fleece (collectively, the “Prepetition ABL Borrowers”)

Guarantor • BB Canada, pursuant to a guarantee dated June 28, 2019 and security agreement dated June 28, 2019 from BB Canada secured by BB Canada’s inventory, credit card receivables, and cash and accounts.

Lenders • Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent and collateral agent (in such capacities, the “Agent”), L/C Issuer, and Swing Line Lender (both as defined in the ABL Credit Agreement), the other lenders party thereto from time to time (the “Prepetition ABL Lenders”)

Description • Revolving credit facility with a maximum aggregate principal amount of $300 and Balance million (of which up to $30 million is available for the issuance of letters of Outstanding credit) (the “Prepetition Revolving Facility”) – approximately $182.9 million, plus approximately $7.9 million in respect of issued letters of credit outstanding as of the Initial Petition Date; and • A first-in-last-out term loan facility in an aggregate principal amount of $15 million (the “Prepetition FILO Loan”, together with the Prepetition Revolving Facility, the “Prepetition ABL Facility”) – approximately $15 million outstanding as of the Initial Petition Date. • There is also approximately $6.3 million outstanding under a bank product with J.P. Morgan Chase.

Security • Prior to the Closing Date, obligations under the Prepetition ABL Facility were secured by a first priority security interest and continuing lien (the “Prepetition ABL Liens”) on Collateral (as defined in the ABL Credit Agreement) which included, subject to certain exceptions and carve outs, the Chapter 11 Debtors’ cash and accounts, U.S. inventory, credit card receivables and trade account receivables (the “Prepetition ABL Collateral”); • Following the Closing Date, the Agent has retained the Prepetition ABL Lenders’ liens and claims against BB Canada, on behalf of and solely for the benefit of the Chapter 11 Debtors.

4.17 The Information Officer requested that its independent counsel, Torys LLP (“Torys”),

review the security granted by BB Canada to the Agent. Torys and certain other local firms

have completed their respective reviews and provided verbal opinions to the Information

Officer or Torys, as applicable, which, subject to certain customary assumptions and

qualifications, provide that: (a) the applicable security documents constitute a legal,

binding and enforceable obligation of BB Canada in favour of the Agent; (b) each of the

applicable security documents creates in favour of the Agent a valid security interest in the

applicable personal property of BB Canada identified therein under the laws of the

provinces in which BB Canada has assets (Ontario, Alberta and British Columbia); and (c)

each of the applicable security documents has been registered, filed or recorded in all public

offices where the registration, filing or recording thereof is required under the laws of the

provinces in which BB Canada has assets (namely, Ontario, Alberta and British Columbia)

to perfect the security interest created by such security document in the applicable personal

property located in such provinces. Final security opinions will be delivered in the near

term.

Canadian Cash Management System

4.18 BB Canada has six (6) active Canadian bank accounts maintained with the Royal Bank of

Canada (“RBC”) and JPMorgan Chase National Association (“JPM”).

4.19 Canadian customer cash collections are deposited into one of two zero balance accounts

with JPM (one used to receive credit card receipts and the other for cash receipts) that are

swept daily into the Canadian JPM operating account and then transferred to BB Canada’s

JPM disbursement account. The majority of BB Canada’s receipts are credit card or other

non-cash forms of payment.

4.20 Certain cash receipts from BB Canada’s retail operations are also collected into an RBC

collections account and then transferred to an RBC disbursement account, or to BBGI’s

operating account. The JPM and RBC disbursement accounts are used to pay vendors, taxes

and other third-party expenses associated with the operations of BB Canada. BB Canada

also has an RBC U.S. dollar denominated account which is presently inactive.

4.21 The CCAA Recognition Proceedings will be funded through intercompany transfers from

other Chapter 11 Debtors, as permitted under and in accordance with the Cash Management

Order (as defined herein). If such authority and direction are granted by the Canadian

Court, the Chapter 11 Debtors will also maintain reserve account balances in their

Canadian bank accounts totaling in aggregate, no less than the aggregate amount of the

Administration Charge and the Directors’ Charge.

Integration of Canadian Operations with U.S. Operations

4.22 As described in the Initial Marotta Affidavit, prior to the Sale Transaction, BB Canada was

entirely dependent on the U.S. Chapter 11 Debtors for its corporate and business support

services (“Support Services”), including marketing, logistics, executive, legal,

accounting, finance, treasury, tax, insurance/risk management, real estate, human

resources, information technology support services and warehousing services.

4.23 Following the Sale Transaction, the Support Services continue to be provided by the

Chapter 11 Debtors on a transitional basis in accordance with the provisions of the APA

and certain other agreements.

Events Leading to the Restructuring Proceedings

4.24 Prior to the COVID-19 pandemic, Brooks Brothers, like many other retailers in the highly

competitive specialty retail industry, was negatively impacted by significant operational

and manufacturing challenges due largely to shifting retail industry trends in recent years.

4.25 Brooks Brothers’ management team made significant efforts to reduce costs, improve

efficiencies, and increase brand loyalty and presence and in early 2020, had begun steps to

advance a program with the potential to materially increase EBITDA.

4.26 In 2019, the BB Group, with the assistance of its advisor PJ Solomon, L.P. (the “Sale

Advisor”), had also begun exploring strategic alternatives, including a potential sale of all

or substantially all of the assets of the BB Group. However, as discussions between the

BB Group, the Sale Advisor and potential investors progressed, so too did the COVID-19

crisis.

4.27 In late February 2020, the BB Group began to face liquidity and operational challenges

associated with the spread of COVID-19. The BB Group’s international operations

suffered and foreign vendors were unable to operate or produce and ship inventory leading

to a decrease in the borrowing base under the Prepetition ABL Facility, negatively

impacting the BB Group’s available liquidity. By mid-March 2020, consistent with

governmental health guidelines and directives, Brooks Brothers had closed all of its North

American stores and headquarters.

4.28 As this severely jeopardized its ability to consummate any previously contemplated

transaction, the BB Group and their advisors were forced to re-assess the appropriate

strategic transaction and refocus their efforts on restructuring the business through a filing

under Chapter 11 of the U.S. Bankruptcy Code.

4.29 In order to assist with the transition into the Chapter 11 Cases, the BB Group appointed

two new independent directors to the board of directors of BBGI (the “Board”) and

appointed a special committee of the Board to oversee the BB Group’s restructuring

process, which was to involve efforts to: (i) carefully manage liquidity; (ii) obtain financing

to preserve value during the Chapter 11 Cases and to maximize value through a sale

process; and (iii) attempt to secure a transaction that would ensure the continuation of

Brooks Brothers and maximize value for creditors.

5.0 ALL ORDERS ORDER

5.1 The Foreign Representative is seeking recognition of the All Orders Order which provides

that certain orders previously granted in the Chapter 11 Cases also apply to BB Canada.

The Information Officer has reviewed these orders and is advised by the Information

Officer’s counsel that the relief provided for in such orders is typical in many Chapter 11

Cases and is frequently recognized under Part IV of the CCAA by Canadian courts. Copies

of all such orders and other documents related to the Chapter 11 Cases are available on the

case website maintained by Prime Clerk LLC (“Prime Clerk”) at:

https://cases.primeclerk.com/brooksbrothers/Home-Index

5.2 Certain key orders included in the All Orders Order are described below. Other orders are

described at Appendix “B”.

(a) Interim and Final Orders (I) Authorizing Debtors to (A) Continue Existing Cash

Management System, (B) Honor Certain Prepetition Obligations Related to the Use

Thereof, (C) Continue Intercompany Transactions and Provide Administrative

Expense Priority for Postpetition Intercompany Claims and (D) Honor Prepetition

Bank Fees; (II) Extending Time to Comply with 11 U.S.C. § 345(b); and (III)

Granting Related Relief (together, the “Cash Management Order”). The Cash

Management Order, inter alia, authorized the Chapter 11 Debtors to continue to

maintain and use their existing cash management system, including maintenance of

existing bank accounts, use of existing deposit practices, honouring certain

prepetition obligations related to the cash management system and continuance of

certain ordinary course intercompany transactions. The Agent was prohibited from

sweeping any funds from the Chapter 11 Debtors’ listed bank accounts or

exercising any remedies against those bank accounts, absent further order from the

U.S. Court.

(b) Interim and Final Orders (I) Authorizing the Debtors to Obtain Postpetition

Financing, (II) Authorizing the Debtors to Use Cash Collateral, (III) Granting

Liens and Providing Superpriority Administrative Expense Status, (IV) Granting

Adequate Protection to the Prepetition Secured Parties, (V) Modifying Automatic

Stay, (VI) Scheduling a Final Hearing, and (VII) Granting Related Relief (the

“Interim DIP Order” and the “Final DIP Order”, respectively). The Chapter 11

Cases were financed by way of negotiated debtor-in-possession financing (the

“DIP Financing”) pursuant to the terms and conditions of a certain debtor-in-

possession term loan agreement (the “DIP Agreement”), by and among the

applicable companies within the BB Group, as borrowers and guarantors, and

ABG-BB, LLC, as administrative agent. The DIP Agreement provides for DIP

Financing in the aggregate principal amount of up to $80 million. The Interim DIP

Order provided that only up to $60 million of this may be advanced with the Final

DIP Order increasing that to the full $80 million available. The Final DIP Order

also, inter alia, approved the DIP Agreement, authorized the Chapter 11 Debtors to

obtain the DIP Financing pursuant to the DIP Agreement and established the

position of the Chapter 11 Debtors’ obligations under the DIP Agreement as being

super-priority claims.

Bidder and Stalking Horse Bid Protections, (C) Scheduling Auction and Sale

Hearing, (D) Form and Manner of Notice of Sale, Auction, and Sale Hearing, and

(E) Assumption and Assignment Procedures and (II) Granting Related Relief (the

“Bidding Procedures Order”). The Bidding Procedures Order approved the

following:

(i) the Chapter 11 Debtors’ entry into a stalking horse agreement and related

bid protections;

(ii) the bidding procedures in connection with the sale of all or substantially all

of the Chapter 11 Debtors’ assets (the “Bidding Procedures”);

(iii) the procedures for the assumption and assignment of executory contracts

and unexpired leases; and

(iv) the form and manner of notice of the sale hearing, assumption procedures

and auction results.

The Bidding Procedures Order also established the procedures by which interested

parties could engage in a diligence process in relation to the BB Group’s assets,

including the interested party’s execution of a confidentiality agreement and its

obtaining access to a confidential electronic data room. The Bidding Procedures

provided the minimum criteria required for a bid to be considered a “Qualified Bid”

thereunder.

Although the Bidding Procedures targeted bids for all or substantially all of the BB

Group’s assets, a bid for a portion of the assets was expressly permitted. Interested

parties were advised and understood that they could make a standalone bid for BB

Canada. The Bidding Procedures also contemplated a credit bid.

The Bidding Procedures established the following timeline for the sale process:

Key Steps Deadline

Deadline to submit bids August 6, 2020 at 4:00 pm (prevailing Eastern Time)

Deadline to file objections to stalking horse August 8, 2020 at 11:59 pm (prevailing Eastern Time) sale transaction

Deadline for Chapter 11 Debtors to notify August 9, 2020 at 4:00 pm (prevailing Eastern Time) bidders of status as qualified bidders

Auction to be held if more than one qualified August 10, 2020 at 10:00 am (prevailing Eastern Time) bid

Deadline to (i) file notice and identities of August 11, 2020 at 4:00 pm (prevailing Eastern Time) successful bid(s) and back-up bid(s) and (ii) or as soon as is practicable after the auction provide affected counterparties with the successful bidder’s proposed form of adequate assurance of future performance with respect to proposed assigned contracts, if applicable.

Deadline to file objections to (i) identity of August 12, 2020 at 4:00 pm (prevailing Eastern Time) successful bidder, (ii) conduct of auction, (iii) cure, and (iv) adequate assurance

Deadline to reply to objections to (i) sale August 13, 2020 at 11:59 pm (prevailing Eastern Time) transaction, (ii) identity of successful bidder, (iii) conduct of auction, (iv) cure, and (v) adequate assurance

Sale hearing August 14, 2020 at 10:00 am (prevailing Eastern Time)

(d) Order (I) Approving Procedures for Rejecting Unexpired Leases of Nonresidential

Real Property and (II) Granting Related Relief (the “Lease Rejection Procedures

Order”). The Lease Rejection Procedures Order, inter alia, establishes the

procedures by which the Chapter 11 Debtors may reject or abandon their various

unexpired leases (the “Rejection Procedures”) and authorizes any such rejections

and abandonments. In order for the Chapter 11 Debtors to reject or abandon a lease,

the Rejection Procedures provide that the Chapter 11 Debtors must, inter alia, file

with the U.S. Court and serve on the counterparty to the lease a rejection notice, the

form of which is attached to the Lease Rejection Procedures Order. This Order also

provides the procedures by which parties may object to a proposed rejection or

abandonment.

(e) Order (I) Extending the Deadline to Assume or Reject Unexpired Leases of

Nonresidential Real Property, and (II) Granting Related Relief (the “Lease

Rejection Deadline Extension Order”). The Lease Rejection Deadline Extension

Order extends the deadline by which the Chapter 11 Debtors may assume or reject

unexpired leases under the Lease Rejection Procedures Order through and to the

earlier of: (i) February 3, 2021; and (ii) the date of entry of an order confirming a

plan.

(f) Order (I) Approving Asset Purchase Agreement, (II) Authorizing Sale to the

Stalking Horse Bidder of the Acquired Assets Free and Clear of Liens, Claims,

Encumbrances and Other Interests, (III) Authorizing Assumption and Assignment

of Certain Executory Contracts and Unexpired Leases in Connection Therewith,

and (IV) Granting Related Relief (previously defined as the “Sale Order”). The

Sale Order provides, inter alia, for the approval of the Sale Transaction and for the

Chapter 11 Debtors’ assumption, assignment and transfer to the Buyer of certain

contracts designated pursuant to the terms of the APA as being assigned to the

Buyer (the “Assigned Contracts”). Additional Information in respect of the Sale

Order, the APA and the Sale Transaction is provided below.

(g) Order Approving Stipulation and Agreement with Wells Fargo Bank, National

Association Regarding Sale Order and Release of Liens and Claims (the “Wells

Fargo Stipulation Approval Order”). The Wells Fargo Stipulation Approval

Order approves a stipulation agreement between, inter alia, BBGI and the Agent

which establishes that certain payments will be made by the Chapter 11 Debtors to

the Agent pursuant to the Prepetition ABL Facility and provides for mechanics

regarding the retention of certain Canadian collateral in relation to the APA (the

“Stipulation”). The Stipulation, which is described further below:

(i) confirms that notwithstanding that the conveyance of the Canadian

Acquired Inventory would occur post-closing, the Chapter 11 Debtors

would still pay the full settlement payment amount under the Sale

Transaction to the Agent upon closing;

(ii) provides that, as consideration for the Initial Chapter 11 Debtors providing

the Agent with the full payment amount (including the Canadian Collateral

Value Amount (as defined therein)) in respect of the anticipated post-

closing sale of the Canadian Acquired Inventory, the Agent would still

retain (rather than release) the Prepetition ABL Liens against the Prepetition

ABL Collateral owned by BB Canada, on behalf of and solely for the benefit

of the Initial Chapter 11 Debtors, and would turn over any proceeds of the

Canadian Acquired Inventory received by the Agent to BBGI; and

(iii) affirms that the Buyer would pay the purchase price of approximately $6

million related to the Canadian Acquired Inventory directly to BBGI upon

conveyance of the Canadian Acquired Inventory in accordance with the

terms of the APA.

6.0 THE SALE TRANSACTION

6.1 As indicated above, in accordance with the provisions of the APA and the Stipulation, the

Sale Transaction closed on August 31, 2020, with the exception of the conveyance of the

Canadian Assets, including the Canadian Acquired Inventory, which are subject to

subsequent conveyance pending approval of its sale by the Canadian Court.

6.2 Certain material provisions of the APA include:

(a) the assets to be acquired are all of the Sellers’ right, title and interest in and to all

of the properties, rights, interests and other tangible and intangible assets of the

Sellers used in, held for use in, or relating to Brooks Brothers, subject to certain

exceptions, including inter alia, an express exclusion of inventory located in

Canada that the Sellers cannot transfer to the Buyer free and clear (collectively, the

“Acquired Assets”);

(b) pursuant to the First Amendment, the purchase price for the Acquired Assets was

raised to $325 million, subject to certain adjustments on account of estimated

inventory and customer deposits;

stores, in depository accounts or on route to store depository accounts and petty

cash at stores or the corporate office, but excludes all other cash or cash equivalents,

all credit card receivables and all accounts receivable;

(d) the Buyer acquired certain liabilities, including:

(i) all liabilities under assumed leases and transferred contracts arising from

and after the Closing Date;

(ii) Buyer Cure Costs (as defined in the APA) in respect of assumed leases;

(iii) liabilities relating to or arising out of the ownership, possession, operation

or use of any Acquired Assets from and after the Closing Date;

(iv) liabilities in respect of redeemable and/or prepaid purchase cards/gift cards;

and

(v) liabilities in respect of transferred employees after closing3; and

(e) the Buyer has the right to designate each of the Sellers’ leases (other than those

expressly assumed in the APA) (the “Designated Leases”) for: (i) assumption and

assignment; or (ii) rejection until the later of (A) December 31, 2020, and (B) the

date on which the U.S. Court enters an order confirming a reorganization and

liquidation plan concerning the Sellers in the Chapter 11 Cases, and any Designated

Lease not designated by such date will be deemed to have been rejected. The Buyer

is required to designate for assumption and assignment no fewer than 125 leases.

6.3 Pursuant to the Sale Order, a landlord may object to an assumption and assignment, or the

cure costs proposed to be paid to such landlord, in accordance with the terms of the Sale

Order and the APA.

6.4 On August 31, 2020, the Sellers and the Buyer specifically addressed the process for the

acquisition of the Canadian Assets, including the Canadian Acquired Inventory, pursuant

to the Second Amendment. The Second Amendment:

(a) expressly excludes the Canadian Assets from the Acquired Assets;

(b) requires BB Canada, at its sole cost and expense, to seek an order from the Canadian

Court authorizing the sale of the Canadian Acquired Inventory free and clear to the

Buyer;

3 The Information Officer understands that all but one of the Canadian employees is intended to be treated as a transferred employee under the APA.

to BBGI; and

(d) provides that if the order approving such sale is not obtained by November 29,

2020, the Buyer is under no obligation to acquire the Canadian Acquired Inventory.

6.5 In respect of the Sale Order, the U.S. Court found and determined, inter alia, that:

(a) the Sale Order constitutes a final order and that the Chapter 11 Debtors have

demonstrated compelling circumstances and a good, sufficient, and sound business

purpose and justification for the immediate approval and consummation of the Sale

Transaction as contemplated by the APA;

(b) proper, timely, adequate, and sufficient notice of, inter alia, the motion for the Sale

Order, the Bidding Procedures, the Assumption Procedures, the APA, the Sale

Transaction, the hearing in respect thereof, and all deadlines related thereto, has

been provided in accordance with applicable U.S. bankruptcy laws and the Bidding

Procedures Order;

motion for the Sale Order and the Sale Transaction was given to all persons entitled

to notice pursuant to the Bidding Procedures Order;

(d) the Chapter 11 Debtors have demonstrated good, sufficient, and sound business

purposes and justifications for approval of and entry into the APA, and the other

agreements, documents, and instruments deliverable thereunder or attached thereto

or referenced therein (the “Transaction Documents”);

(e) the Chapter 11 Debtors’ entry into and performance under the Transaction

Documents: (i) constitute a sound and reasonable exercise of the Chapter 11

Debtors’ business judgment consistent with their fiduciary duties; (ii) provide value

to and are beneficial to the Chapter 11 Debtors’ estates, and are in the best interests

of the Chapter 11 Debtors and their stakeholders; and (iii) are reasonable and

appropriate under the circumstances;

(f) the Bidding Procedures provided a full, fair, and reasonable opportunity for any

entity or person to make an offer to purchase the Acquired Assets. The Chapter 11

Debtors and Buyer complied with the Bidding Procedures and the Bidding

Procedures Order in all respects except as properly waived in the exercise of their

fiduciary duties in accordance with the Bidding Procedures;

(g) the Chapter 11 Debtors engaged in a robust and extensive marketing and conducted

a fair and open sale process pursuant to the Bidding Procedures Order and the

Bidding Procedures; and

(h) the consideration to be provided by the Buyer under the APA is fair and reasonable

consideration and such consideration constitutes the highest and best bid for the

Acquired Assets.

6.6 The Sale Order also provides, among other things, that:

(a) all objections to the Sale Order and relief requested that have not been withdrawn,

waived, resolved, adjourned, or otherwise settled, are denied and overruled on the

merits;

(b) the APA and the Transaction Documents, including all amendments, are approved;

to the Buyer on the Closing Date, and the transfer of the Acquired Assets in

accordance with the terms of the APA will be free and clear of all interests of any

kind and shall vest the Buyer with all right, title and interest in such Assets; and

(d) the Chapter 11 Debtors are authorized to assume and assign the Assigned Contracts

to the Buyer free and clear of all claims, and to execute and deliver to the Buyer

such documents or other instruments as may be necessary to assign and transfer the

Assigned Contracts to the Buyer as provided in the APA.

6.7 As described in the Second Marotta Affidavit, prior to the Sale Order, the Chapter 11

Debtors reached a global resolution with the Official Committee of Unsecured Creditors,

the Agent and the Prepetition ABL Lenders that provides for among other things, the

impairment and satisfaction of the claims of the Prepetition ABL Lenders, which claims

exceeded $214 million, for approximately $205.8 million and for the sale proceeds that

remain to be paid to be used to fund the efficient administration and wind-down of the

Chapter 11 Cases.

6.8 BB Canada has benefitted from and guaranteed the Prepetition ABL Facility indebtedness

and granted security to the Agent in connection therewith, which security has been

determined by Torys and local counsel, as applicable, to be a legal, binding and enforceable

obligation of BB Canada in favour of the Agent, as more fully described above. On this

basis, and pursuant to the APA and the Wells Fargo Stipulation Approval Order, the

purchase price of approximately $6 million attributed to the Canadian Acquired Inventory,

which amount is 75% of the book value of such inventory, is to be paid by the Buyer

directly to BBGI upon conveyance of the Canadian Acquired Inventory in accordance with

the terms of the APA and the Stipulation.

7.0 LEASE REJECTION NOTICES

7.1 As described above, these CCAA Recognition Proceedings were commenced by way of a

recognition application under Part IV of the CCAA on September 14, 2020. It was

communicated to the Canadian Court and to counsel in attendance at that application that

BB Canada would be returning to the Canadian Court on an expedited basis to seek

recognition in Canada of the All Orders Order, which was anticipated to have been made

by the U.S. Court on or about September 24, 2020, and which is in part comprised of orders

dealing with the designation, assumption and/or rejection of Canadian real property leases.

These communications were consistent with the Initial Marotta Affidavit. At the hearing,

certain landlords’ counsel requested that language be added to the Canadian Court’s

endorsement that expressly provides that Canadian landlords are to receive thirty days’

notice of the rejection of a lease and that rent is to be paid during such thirty-day period.

This language was reflected in the Canadian Court’s endorsement in connection with the

application.

7.2 As there were no objections filed to the All Orders Order, the U.S. Court granted such order

on September 18, 2020, without the need for a hearing. Accordingly, the Chapter 11

Debtors were put in a position in which they could seek recognition in Canada of such

order on an earlier date than they had previously anticipated.

7.3 Following the entry of the All Orders Order by the U.S. Court, and in anticipation of such

order being recognized in Canada by the Canadian Court at the hearing scheduled for

September 25, 2020, on September 19, 2020, the Chapter 11 Debtors issued lease rejection

notices to all of BB Canada’s landlords in connection with their Canadian real property

leases at the direction of the Buyer and in accordance with the APA. The issued lease

rejection notices provide for thirty days’ notice of a lease rejection and for the payment of

rent during such period, which is customary in Canada and is consistent with the

endorsement of the Canadian Court. This treatment is also largely consistent with, and

does not substantially depart from, the effective treatment that landlords would receive

under plenary proceedings under the CCAA.

8.0 ACTIVITIES OF THE INFORMATION OFFICER

8.1 The activities of the Information Officer to date have included:

(a) reviewing relevant materials filed in the Chapter 11 Cases and drafts of the

application materials for the CCAA Recognition Proceedings;

(b) establishing the Case Website for the CCAA Recognition Proceedings at

www.alvarezandmarsal.com/BrooksBrothersCanada to make available copies of

the orders granted in the proceedings and other relevant motion materials and

reports. There is also a link on the Information Officer’s website to the Chapter 11

restructuring website maintained by Prime Clerk that includes copies of the U.S.

Court materials and orders, petitions and notices and other materials relevant to the

Chapter 11 Cases;

The Globe and Mail (National Edition) on September 18 and 25, 2020;

(d) obtaining a security review;

(e) reviewing matters related to the Sale Transaction;

(f) reviewing and considering the orders made in the Chapter 11 Cases that are the

subject of the All Orders Order;

(g) monitoring the Prime Clerk case website for activity in the Chapter 11 Cases;

(h) communicating with the Chapter 11 Debtors’ Canadian legal counsel and other

advisors regarding matters relevant to the CCAA Recognition Proceedings and the

Chapter 11 Cases; and

(i) with the assistance of legal counsel, preparing this First Report

9.0 A&M CANADA’S QUALIFICATIONS TO ACT AS INFORMATION OFFICER

9.1 A&M Canada assisted the BB Group to prepare for the CCAA Recognition Proceedings in

preparation for its role as the Information Officer. As such, the Information Officer is

familiar with the business and operations of the BB Group, and the key issues and

stakeholders in the Canadian proceedings.

9.2 A&M Canada is a trustee within the meaning of subsection 2(1) of the Bankruptcy and

Insolvency Act (Canada), has significant experience in connection with proceedings under

the CCAA, including but not limited to acting as information officer in the CCAA

recognition proceedings of Pier 1 Imports Inc., Jack Cooper Ventures Inc., Payless

Holdings LLC, Modular Space Corporation, LightSquared LP, Durabla Canada Ltd., TLC

Vision Corporation and Chemtura Canada Co./Cie.

9.3 A&M Canada is related to Alvarez & Marsal Holdings, LLC. Alvarez & Marsal Holdings,

LLC is an independent international professional services firm, providing, among other

things, bankruptcy, insolvency and restructuring services. The senior A&M Canada

professional personnel with carriage of this matter include experienced insolvency and

restructuring practitioners who are Chartered Professional Accountants and/or Chartered

Insolvency and Restructuring Professionals and Licensed Insolvency Trustees, and whom

have acted in cross-border restructurings and CCAA matters of a similar nature in Canada.

9.4 The Information Officer has retained Torys to act as its independent legal counsel.

10.0 RECOMMENDATIONS

10.1 The Information Officer understands that the recognition by the Canadian Court of the U.S.

Court’s All Orders Order and the balance of the relief sought by the Foreign Representative

is necessary for the conduct of the Restructuring Proceedings and that absent such

recognition and relief, the restructuring efforts of the Chapter 11 Debtors (including BB

Canada) would be impaired.

10.2 The Information Officer, together with its legal counsel, has reviewed the All Orders Order,

the underlying orders that are its subject matter and the balance of the relief sought by the

Foreign Representative, including the Sale Order and the Lease Rejection Procedures

Order, and is of the view that the granting of the Recognition, Approval and Vesting Order,

including, without limitation the provisions thereof that convey, and vest in the Buyer, the

Canadian Assets, is reasonable and appropriate in the circumstances. Based on the

foregoing, the Information Officer respectfully recommends that the Canadian Court grant

the relief requested by BBGI.

**********

APPENDIX “A”

BB Group Organizational Chart

Case 20-11785-CSS Doc 38 Filed 07/08/20 Page 37 of 37 Brooks Brothers Group, Inc. Organizational Chart

Brooks Brothers Group, Inc.*† # (Delaware)

Debtor 696 White Plains Brooks Brothers Brooks Brothers Brooks Brothers Europe Road, LLC *† # Restaurant, LLC International, LLC *† # S.r.l. (New York) (Delaware) (Delaware) (Italy)

Non-Debtor

Joint Venture Golden Fleece Brooks Brothers Canada Brooks Brothers Austria RBA Wholesale, LLC*† # BBD Holding 1, LLC BBD Holding 2, LLC (and Subsidiaries Thereof) Manufacturing Group, LLC*† # Ltd.* GmbH (Delaware) (Delaware) (Delaware) (Delaware) (Ontario Canada) (Austria)

50.0% 50.0%

Retail Brand Alliance Gift Brooks Brothers UK Deconic Group LLC Brooks Brothers Spain Srl Card Services, LLC*† # Limited (Delaware) BBDI, LLC (Spain) (Virginia) (England) (Delaware)

51.0% Retail Brand Alliance of Brooks Brothers Brooks Brothers Korea Ltd Brooks Brothers France 99.8% Far East Limited Brooks Brothers India Puerto Rico, Inc. *† # (Korea) SARL • * = Obligor Under (Delaware) (Hong Kong) Private Limited (France) Debtors’ Prepetition ABL (India) Facility

Brooks Brothers (Japan) Brooks Brothers Singapore Brooks Brothers Ireland Brooks Brothers Germany • † = Obligor Under the 60.0% Ltd Pte. Ltd Limited GmbH Debtors’ Prepetition (Japan) (Singapore) (Ireland) (Germany) Term Loan Facility

99.9% • # = Obligor Under Brooks Brothers Malaysia Brooks Brothers Australia Brooks Brothers Greater Brooks Brothers Debtors’ Proposed DIP Q.C. Service Limited 50.0% SDN. BHD. Pty Limited China Limited Switzerland SAGL Facility (Cook Island) (Malaysia) (Australia) (Hong Kong) (Switzerland)

99.0% Brooks Brothers Brooks Brothers Hong Brooks Brothers Macau (Shanghai) Commercial Kong Limited Limited Co. Ltd. (Hong Kong) (Macau) (Shanghai)

Ownership is 100% unless otherwise indicated Appendix “B”

Descriptions of Certain Orders Included in the All Orders Order

a) Order Authorizing Retention and Appointment of Prime Clerk as Claims and

Noticing Agent (the “Noticing Agent Order”). The Noticing Agent Order, inter

alia, authorized the Chapter 11 Debtors to retain and appoint Prime Clerk as claims

and noticing agent in the Chapter 11 Cases. b) Order (I) Authorizing Debtors to Redact Certain Personal Identification

Information in Creditor Matrix and Certain Other Documents and (II) Granting

Related Relief (the “Redaction Order”). The Redaction Order, inter alia,

authorized the Chapter 11 Debtors to redact in their creditor matrix and certain other

documents filed in the Chapter 11 Cases personal identification information for

individual creditors. c) Interim and Final Orders Establishing Notification Procedures and Approving

Restrictions on Certain Transfers of Interests In and Claims Against the Debtors

and Certain Worthless Stock Deduction Claims (together, the “Equity Trading

NOL Orders”). The Equity Trading NOL Orders, inter alia, established certain

notice and hearing procedures that must be satisfied before certain shareholders

may make transfers of, or worthlessness deductions with respect to, Class A

common stock and Class B Redeemable common stock in BBGI, and directed that

any transaction in respect of Class A common stock and Class B Redeemable

common stock shall be null and void ab initio in order to permit the Initial Chapter

11 Debtors to maintain certain tax attributes. d) Interim and Final Orders (I) Approving Debtors’ Proposed Form of Adequate

Assurance of Payment to Utility Providers, (II) Establishing Procedures for

Determining Adequate Assurance of Payment for Future Utility Services, (III)

Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Utility

Service, (IV) Authorizing the Debtors to Honor Obligations to Payment Processor

in the Ordinary Course of Business, and (V) Granting Related Relief (together, the

“Utilities Orders”). The Utilities Orders, inter alia, prohibited the Initial Chapter

11 Debtors’ utility companies, including those located in Canada, from altering,

refusing or discontinuing service, approved a deposit in the amount of $370,000 as

adequate assurance of postpetition payment to utility companies, established

procedures to resolve subsequent requests for additional assurance of payment, and

authorized the payment of any prepetition service fees to the payment processor in

an amount not to exceed $5,000. e) Interim and Final Orders (I) Authorizing Debtors to (A) Pay Prepetition Wages,

Salaries, Reimbursable Expenses, and Other Obligations on Account of

Compensation and Benefits Programs and (B) Continue Compensation and

Benefits Programs and (II) Granting Related Relief (the “Interim Wages Order”

and the “Final Wages Order”, respectively and together, the “Wages Orders”).

The Interim Wages Order, inter alia, authorized aggregate payments of up to $3.1

million for various prepetition workforce obligations or for the benefit of the

workforce under the various workforce programs. The Final Wages Order

increased such authorized aggregate payments to $4.7 million. The Wages Orders

also authorized the Initial Chapter 11 Debtors to continue to administer in the ordinary course of business, and to modify, change and discontinue, any of their

compensation and benefits programs, and to implement new such programs. f) Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition

Vendor Claims and Lien Claims, (II) Confirming Administrative Expense Priority

of Undisputed Outstanding Prepetition Orders, and (II) Granting Related Relief

(the “Interim Critical Vendor Order” and the “Final Critical Vendor Order”

respectively). The Interim Critical Vendor Order, inter alia, authorized the Initial

Chapter 11 Debtors to pay amounts in full or partial satisfaction of (a) non-priority

undisputed, liquidated, prepetition claims held by vendors designated by the Initial

Chapter 11 Debtors as “critical”, provided no such amount exceeds $6.5 million,

increased to $14.6 million in the Final Critical Vendor Order; and (b) undisputed,

liquidated, prepetition amounts held by lienholders, provided no such amount

exceeds $3.3 million, increased to $3.8 million in the Final Critical Vendor Order.

The Final Critical Vendor Order also establishes certain procedures in respect of

these parties and the payment thereto. g) Interim and Final Orders Authorizing Debtors to (I) Pay Certain Prepetition Taxes

and Fees, (II) Granting Related Relief (the “Interim Prepetition Tax Order” and

the “Final Prepetition Tax Order”, respectively, and together, the “Prepetition

Tax Orders”). The Interim Prepetition Tax Order, inter alia, authorized the Initial

Chapter 11 Debtors to pay certain taxes and fees accrued or incurred prepetition up

to an aggregate amount of $2.5 million. The Final Prepetition Tax Order increased

this aggregate amount to $2.6 million. The Prepetition Tax Orders also authorized the Initial Chapter 11 Debtors to maintain certain tax payments to avoid disruption

to business operations. h) Interim and Final Orders (I) Authorizing Debtors to (A) Maintain and Administer

Prepetition Customer Programs, Promotions, and Practices, (B) Pay and Honor

Related Prepetition Obligations, and (II) Granting Related Relief (together, the

“Customer Programs Orders”). The Customer Programs Orders, inter alia,

authorized the Initial Chapter 11 Debtors to maintain their customer programs,

satisfy certain prepetition obligations related thereto and maintain accounts relating

to the payment of obligations thereof. i) Interim and Final Orders (I) Authorizing Debtors to (A) Continue to Maintain Their

Insurance Policies and Programs and Surety Bond Program, and (B) Honor All

Insurance Obligations, (II) Modifying the Automatic Stay, and (III) Granting

Related Relief (the “Interim Insurance Order” and the “Final Insurance Order”

respectively, together, the “Insurance Orders”). The Interim Insurance Order,

inter alia, authorized the Initial Chapter 11 Debtors to pay prepetition claims to a

maximum of $326,000 arising under their ordinary course insurance and bonding

programs, increasing to all insurance obligations in the Final Insurance Order. The

Insurance Orders also authorized the Initial Chapter 11 Debtors to maintain, renew,

and supplement such programs in the ordinary course postpetition. The Final

Insurance Order also authorized the Initial Chapter 11 Debtors to continue their

surety bond program in the ordinary course of business, provided that the Initial

Chapter 11 Debtors deliver five days’ notice to the Official Committee of Unsecured Creditors prior to posing any collateral in an amount exceeding $1

million. j) Order Authorizing and Establishing Procedures for the Sale, Transfer, or

Abandonment of De Minimis Assets (the “De Minimis Assets Sale Order”). The

De Minimis Assets Sale Order, inter alia, authorized the Initial Chapter 11 Debtors

to sell, transfer or abandon certain of the Chapter 11 Debtors’ assets that are of a de

minimis value compared to the Chapter 11 Debtors’ total assets and established

procedures to effect such activities. The purchase price of the assets for any such

sale under the De Minimis Assets Sale Order may not exceed $2.5 million, nor may

the value of any abandoned assets exceed $500,000. k) Order Authorizing Employment and Retention of Prime Clerk LLC as

Administrative Advisor Nunc Pro Tunc to the Petition Date (the “Prime Clerk

Retention Order”). The Prime Clerk Retention Order authorizes the Chapter 11

Debtors to retain Prime Clerk LLC as administrative advisor in the Chapter 11

Cases. l) Order Authorizing Retention and Employment of Weil, Gotshal & Manges LLP as

Attorneys for Debtors Nunc Pro Tunc to Petition Date (the “WGM Retention

Order”). The WGM Retention Order authorizes the Chapter 11 Debtors to retain

Weil, Gotshal & Manges LLP as their attorneys in the Chapter 11 Cases. m) Order (I) Authorizing Employment and Retention of Malfitano Advisors, LLC as

the Debtors’ Retail Restructuring Advisor and Consultant Nunc Pro Tunc to the

Petition Date, and (II) Granting Related Relief (the “Malfitano Retention

Order”). The Malfitano Retention Order authorizes the Chapter 11 Debtors to retain Malfitano Advisors, LLC as their retail restructuring advisor and consultant

in the Chapter 11 Cases. n) Order (I) Authorizing Debtors to Employ Professionals Utilized in the Ordinary

Course of Business and (II) Granting Related Relief (the “Ordinary Course

Professionals Order”). The Ordinary Course Professionals Order, inter alia,

authorized the Chapter 11 Debtors to retain, compensate and reimburse

professionals in the ordinary course of business and establishes procedures for the

Chapter 11 Debtors doing so. o) Order Authorizing Debtors to Retain Ankura Consulting Group, LLC to Provide a

Chief Restructuring Officer, Restructuring Officer, and Certain Additional

Personnel to the Debtors Nunc Pro Tunc to the Petition Date (the “Ankura

Retention Order”). The Ankura Retention Order authorizes the Chapter 11

Debtors to retain Ankura for the purpose of providing the Chapter 11 Debtors with

a Chief Restructuring Officer, Restructuring Officer and other supporting personnel

in the Chapter 11 Cases. p) Order (I) Establishing Procedures for Interim Compensation and Reimbursement

of Expenses of Professionals and (II) Granting Related Relief (the “Professional

Compensation Procedures Order”). The Professional Compensation Procedures

Order, inter alia, establishes the procedures by which the Chapter 11 Debtors may

make, and certain professionals may seek, interim payment of compensation and

reimbursement of expenses. Such professionals must file with the U.S. Court a

monthly application providing details of the services rendered or the expenses

incurred. q) Order (I) Authorizing the Debtors to Retain and Employ PJ Solomon, L.P. and PJ

Solomon Securities, LLC as Investment Banker Effective as of the Petition Date,

and (II) Granting Related Relief (the “PJ Solomon Retention Order”). The PJ

Solomon Retention Order authorizes the Chapter 11 Debtors to retain PJ Solomon,

L.P. and PJ Solomon Securities, LLC as their investment banker in the Chapter 11

Cases. r) Order Authorizing the Debtors to Retain and Employ Richards, Layton & Finger,

P.A. as Co-Counsel to the Debtors Effective as of the Petition Date (the “RLF

Retention Order”). The RLF Retention Order authorizes the Chapter 11 Debtors

to retain Richards, Layton & Finger, P.A. as their bankruptcy co-counsel in the

Chapter 11 Cases. s) Order Authorizing Retention of FTI Consulting, Inc. as Financial Advisor for the

Official Committee of Unsecured Creditors Nunc Pro Tunc to July 27, 2020 (the

“FTI Retention Order”). The FTI Retention Order authorizes the Official

Committee of Unsecured Creditors of the Chapter 11 Debtors (the “Committee”)

to retain FTI Consulting, Inc. as the Committee’s financial advisor in the Chapter

11 Cases. t) Order Authorizing the Employment and Retention of Troutman Pepper Hamilton

Sanders LLP as Co-Counsel to the Official Committee of Unsecured Creditors of

Brooks Brothers Group, Inc., et al., Nunc Pro Tunc to July 27, 2020 (the “TPHS

Retention Order”). The TPHS Retention Order authorizes the Committee to retain

Troutman Pepper Hamilton Sanders LLP as co-counsel to the Committee in the

Chapter 11 Cases. u) Order Authorizing the Official Committee of Unsecured Creditors of Brooks

Brothers Group, Inc., et al. to Retain and Employ Akin Gump Strauss Hauer & Feld

LLP as Counsel, Effective Nunc Pro Tunc to July 24, 2020 (the “AGSHF Retention

Order”). The AGSHF Retention Order authorizes the Committee to retain Akin

Gump Strauss Hauer & Feld LLP as counsel to the Committee in the Chapter 11

Cases. v) Order Determining That the Committee is Not Required to Provide Access to

Confidential or Privileged Information of the Debtors and Fixing Creditor

Information Sharing Procedures and Protocols Under 11 U.S.C. §§ 105(a), 107(b),

and 1102(b)(3) Effective as of July 21, 2020 (the “Committee Confidentiality

Order”). The Committee Confidentiality Order, inter alia, orders that the

Committee shall not be required to provide access to certain confidential or

privileged information of the Chapter 11 Debtors, or any other entity, to any

creditor with a claim of the kind represented by the Committee, except as explicitly

provided therein. This Order also establishes the protocol under which the

Committee is permitted to provide access to information for creditors. w) Order Authorizing Debtors to Retain and Employ KPMG LLP to Provide Tax

Consulting and Tax Compliance Services Effective as of the Petition Date (the

“KPMG Retention Order”). The KPMG Retention Order authorizes the Chapter

11 Debtors to retain KPMG LLP to provide tax consulting and tax compliance

services in the Chapter 11 Cases. 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

ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) Proceeding commenced at Toronto

FIRST REPORT OF THE INFORMATION OFFICER

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

Tony DeMarinis (LSO #: 29451Q) Tel: 416.865.8162 | [email protected] Adam Slavens (LSO #: 54433J) Tel. 416.865.7333 | [email protected] Mike Noel (LSO #: 80130F) Tel: 416.865.7378 | [email protected]

Lawyers for the Applicant