Nordstrom Canada entered the Canadian market in 2014 with a plan to build and sustain a long-term business in the country. Against the backdrop of a challenging operating environment, Nordstrom Canada’s parent company, Nordstrom, Inc., has determined, after careful consideration of all reasonably available options, that it is in the best interests of its stakeholders to discontinue further financial and operational support for the Canadian business operations. As a result, Nordstrom Canada has determined that it will wind down its operations and close its thirteen Nordstrom and Nordstrom Rack stores. Further, Nordstrom.ca has ceased operations, effective immediately. This wind-down will be facilitated in an orderly fashion through a proceeding under the Companies’ Creditors Arrangement Act, or “CCAA.”
The following is a list of frequently asked questions regarding the CCAA and Nordstrom Canada’s CCAA proceedings.
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1. What is the CCAA?
The CCAA is a federal law in Canada that provides insolvent companies with debts in excess of $5 million an orderly and a supervised means to restructure their businesses, including through an orderly liquidation and wind-down of operations.
CCAA protection will provide Nordstrom Canada with the time and ‘breathing room’ necessary for Nordstrom Canada to wind down its business and operations in an orderly fashion.
2. What happens when a company is granted CCAA protection?
As part of the CCAA proceedings, the Court grants an Initial Order establishing what is known as a ‘Stay of Proceedings.’ The ‘Stay of Proceedings’ prevents creditors from taking action against the company, and its directors and officers, for an initial period of 10 days (which can be further extended as the Court deems appropriate). This allows the company to continue to manage the day-to-day operations of the business while it addresses its restructuring objectives in an orderly manner. The relief granted during this initial 10-day period is limited to what is reasonably necessary for the continued operations of the debtor in this period.
The company is required to return to court within 10 days for a “comeback” hearing after the granting of the Initial Order. At the “comeback” hearing, the company may seek additional relief, or concerns from the Initial Order may be addressed.
Alvarez & Marsal Canada, Inc. has been appointed to act as Monitor in the CCAA proceedings.
3. What is a Monitor?
The Monitor is appointed by, and serves as an officer of, the Court. Its responsibilities are prescribed by the CCAA and by Court order, and include monitoring Nordstrom Canada’s wind-down initiatives, assisting Nordstrom Canada with the preparation of cash flow statements and other financial reporting, engaging with stakeholders, and reporting to the Court from time to time on the progress of the CCAA proceedings. The Monitor maintains a website of creditor notices and court filings, at www.alvarezandmarsal.com/NordstromCanada.
4. Is a company that files for protection under CCAA considered to be bankrupt?
No. In Canada, ‘bankruptcy’ refers to liquidation proceedings commenced under the Bankruptcy and Insolvency Act, which is different than the CCAA. While a company filing for CCAA is insolvent, meaning that it has insufficient liquidity to continue to fund its obligations as they become due and/or its liabilities are greater than the assets that are available to satisfy those liabilities, the company is not considered to be bankrupt.
In fact, the Stay of Proceedings under the CCAA prevents creditors from forcing the company into bankruptcy. For this reason, CCAA relief is sometimes referred to as ‘bankruptcy protection’.
5. Why did Nordstrom Canada opt for a CCAA proceeding?
The CCAA is a flexible statute that is designed to address the complex restructuring needs of large corporations.
The CCAA provides the Court with significant discretion to make determinations and orders based on the specific facts of a particular case. The greater flexibility under the CCAA will ensure a more efficient and orderly wind-down process for Nordstrom Canada that will treat valued stakeholders, including employees, customers and vendors fairly and in accordance with our core values.
6. Were alternative paths considered?
Yes. Nordstrom Canada determined that a CCAA proceeding is in the best interests of its stakeholders and provides a framework for an orderly wind-down process.
7. Now that Nordstrom Canada has been granted protection under the CCAA, who is in charge?
Nordstrom Canada’s Board of Directors remains in place and the Nordstrom Canada management team continues to control the day-to-day operations of the business, subject to the specific requirements of the Initial Order and the CCAA proceedings, under the supervision of the Monitor. Professionals from the Monitor will be onsite at the locations from time to time, working with Nordstrom Canada throughout the CCAA process.
8. Is there a public filing or disclosure required as part of filing for protection under the CCAA?
Yes. The process commenced with an application record filed by Nordstrom Canada. It includes an affidavit describing a brief history of Nordstrom Canada and an overview of its business; a description of the nature of its assets and liabilities; the reasons for its financial difficulties; and support for the relief being sought from the Court. Once the CCAA Initial Order is granted, the Monitor must notify known creditors and publish a public notice of the CCAA proceedings. The Monitor must establish a website where materials relating to the CCAA proceedings will be posted.
In addition to the Affidavit and the application for a CCAA Initial Order, there will be motions filed with the Court from time to time during the CCAA proceedings, as well as reports submitted to Court by the Monitor that will provide the Court and creditors with updates as to the progress of the CCAA proceedings. These documents will be matters of public record and will be made available by the Monitor on its website at http://www.alvarezandmarsal.com/NordstromCanada.
9. How long is the CCAA process? What is the timeline?
The Court has granted CCAA protection for an initial period of 10-days. Nordstrom Canada expects to seek an extension at a comeback hearing for an additional period and further extensions can be expected throughout the process as the court sees fit. Nordstrom Canada will work to complete its wind down in a timely fashion, though there is no standard timeframe for the duration of CCAA proceedings. Nordstrom Canada intends to seek Court approval of a liquidation at a hearing anticipated to be held on or about March 20, 2023, and that the liquidation sale will begin shortly after Court approval of same. We expect the liquidation process will be complete in late June 2023. Nordstrom Canada also intends to wind-down its e-commerce platform, which ceased operation on March 2, 2023.
10. Will my contracts and agreements be honoured?
While Nordstrom Canada expects to eventually terminate all outstanding Canadian contracts as part of its wind-down, Nordstrom Canada will maintain a number of contracts for the time being in order to facilitate the orderly wind-down of its business and to maximize recovery to creditors.
The Stay of Proceedings, established by Court order, prohibits any contractual parties from ceasing to perform their contracts on account of the CCAA filing or there being any outstanding amounts due as of the Filing Date. Nordstrom Canada plans to pay for post-filing goods and services in the ordinary course. However, as detailed below, Nordstrom Canada is not permitted to pay amounts owing prior to the start of the CCAA proceedings, being the ‘Filing Date’, unless expressly provided by the Court.
The parties to any contract that Nordstrom Canada seeks to terminate will receive formal notice from Nordstrom Canada. Any remaining outstanding obligations under such contracts will be addressed through a Court approved Claims Process.
11. I am a vendor with outstanding invoices that haven’t been paid yet. Who do I speak to about getting those paid?
Unfortunately, the CCAA process prohibits the payment for any goods or services provided before the filing date at this time. Claims on account of such outstanding invoices will be identified and quantified through a Court-approved Claims Process and you will receive further information about distributions regarding pre-filing amounts, if any, after the conclusion of the Liquidation Sale and the Claims Process. This Claims Process will be run by the Monitor and, as such, the accounts payable department will not be authorized to discuss your outstanding invoices. Any questions can be directed to the Monitor at the coordinates provided below.
12. How can I receive information related to the Claims Process?
Once the Claims Process is formalized and approved by the Court, all creditors of record will receive notice from the Monitor regarding next steps. The Claims Process order will also be posted on the Monitor’s website at http://www.alvarezandmarsal.com/NordstromCanada. In the meantime, it’s important that any invoices yet to be submitted to Nordstrom Canada are submitted through your normal channels.
13. What will happen to equipment that my company is currently leasing to Nordstrom Canada?
Nordstrom Canada is reviewing all of its lease agreements and we will contact you with respect to same.
14. Does Nordstrom Canada have the funding available to continue supporting operations during the wind down?
Yes, Nordstrom Canada has sufficient funding for the purpose of the CCAA proceedings. More information in this regard can be found in the monitor’s report to the court on the monitor’s website at http://www.alvarezandmarsal.com/NordstromCanada.
15. Can I take back my product that has been delivered but not yet been paid for?
No. Absent a Court order, under a CCAA Stay of Proceedings, vendors are prohibited from repossessing goods previously delivered to Nordstrom Canada.
16. Where can public Court documents and other information related to the CCAA proceedings be accessed?
Court materials, including reports prepared by the Monitor, will be available at the Monitor’s website, http://www.alvarezandmarsal.com/NordstromCanada.
17. Does Nordstrom Canada’s CCAA filing have anything to do with Nordstrom in the US?
No. There is no change to Nordstrom US’s operations or stores and Nordstrom US continues to operate on a business-as-usual basis. It’s important to note that it is only Nordstrom Canada that has filed for protection under the CCAA. Nordstrom Canada operates its own business (with its own management group and employees) that is entirely separate from the Nordstrom business based in the US.
18. What do I do if I have other questions?
For questions regarding ordinary course business, you should continue to speak to your regular point of contact at Nordstrom Canada. For questions relating to the CCAA proceedings, the Monitor can be contacted at:
Alvarez & Marsal Canada Inc.
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2900
P.O. Box 22
Toronto ON M5J 2J1
Monitor Case Telephone No.: 1.844.768.8244
Additional information is also available on the Monitor’s website at: