Toys R Us: The $6.6 Billion LBO That Ended in Liquidation
    LBO
    Retail
    2005-2018
    Liquidated

    Toys R Us: The $6.6 Billion LBO That Ended in Liquidation

    25 min read
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    The thesis

    A $6.6 billion take-private funded with $1.3 billion of equity against roughly $5 billion of debt; twelve years of paying interest instead of building e-commerce left no capacity to absorb a trade-credit run, and the secured lenders chose liquidation over reorganization.

    $6.6B
    Deal value
    aggregate equity value, 2005
    $26.75
    Per share
    all-cash
    $1.3B
    Sponsor equity
    KKR, Bain, Vornado 32.9% each
    ~$4.4B
    Drawn at closing
    plus $1.2B of company cash
    $11.54B
    FY2016 net sales
    adjusted EBITDA $792M
    $457M
    FY2016 interest
    vs $252M of capex
    $3.1B
    DIP financing
    final approval Oct 24, 2017
    ~33,000
    US jobs lost
    735 stores liquidated

    Key takeaways

    • One of the biggest retail LBOs of its era; sponsor equity of roughly $1.3 billion written to zero.
    • Interest expense exceeded capital expenditure in every year of the hold, blocking the e-commerce rebuild.
    • The proximate cause of filing was a vendor-credit run, not a missed payment or a covenant default.
    • Secured B-4 term lenders chose liquidation in March 2018 because inventory recovery beat going-concern value.
    • No dividend recapitalization was taken; the sponsors were trapped after the 2010 IPO was withdrawn in 2013.

    Key players

    Key people

    • David BrandonChairman and CEO, Toys "R" Us (2015-2018)
    • Michael ShortChief Financial Officer, Toys "R" Us
    • Lance WillsGlobal Chief Technology Officer, Toys "R" Us
    • Hon. Keith PhillipsUS Bankruptcy Judge, Eastern District of Virginia
    • Isaac LarianCEO, MGA Entertainment (rejected $675M bid)
    • Kenneth FeinbergAdministrator, worker hardship fund
    • Elizabeth WarrenUS Senator; letters to Vornado and B-4 lenders

    Buyer consortium

    • KKRSponsor, 32.9%
    • Bain Capital PartnersSponsor, 32.9%
    • Vornado Realty TrustSponsor, 32.9%; real estate thesis
    • Gordon Brothers affiliateFourth investor, 1.1%

    Toys "R" Us advisers (2005)

    • Credit Suisse First BostonFinancial adviser; fairness opinion
    • Duff & PhelpsSecond fairness opinion
    • Simpson Thacher & BartlettCompany counsel
    • Skadden, ArpsBoard counsel

    Restructuring advisers (2017-2018)

    • Kirkland & EllisPrincipal legal counsel to the debtors
    • Alvarez & MarsalRestructuring adviser
    • LazardFinancial adviser

    Ad hoc group of B-4 lenders

    • Solus Alternative Asset ManagementSecured term lender
    • Angelo Gordon & Co.Secured term lender
    • Oaktree Capital ManagementSecured term lender
    • Highland Capital ManagementSecured term lender
    • Franklin Mutual AdvisersSecured term lender

    Timeline

    1. 01
      Aug 2000
      Amazon exclusivity deal signed

      Toysrus.com pays roughly $200 million to be the exclusive toy and baby seller on Amazon.com through 2010.

    2. 02
      Jan 2004
      Strategic alternatives review announced

      The stock had closed at $12.02 on January 7, the last trading day before the announcement.

    3. 03
      May 24, 2004
      Toysrus.com sues Amazon

      Alleges breach of the exclusivity agreement after third parties begin selling toys on Amazon.

    4. 04
      Aug 11, 2004
      Sale of global toys business explored

      Shares had closed at $16.42 the prior day; Babies "R" Us to be retained by shareholders.

    5. 05
      Nov 2, 2004
      Nine preliminary bids received

      25 parties had signed confidentiality and standstill agreements.

    6. 06
      Mar 7, 2005
      Cerberus group bids $25.25 for the whole company

      Raised from $23.25 in February and $24.00 on March 1.

    7. 07
      Mar 11, 2005
      KKR, Bain and Vornado combine

      The three tell Credit Suisse First Boston they will bid jointly for the entire company.

    8. 08
      Mar 17, 2005
      Merger agreement announced

      $26.75 per share, roughly $6.6 billion of aggregate equity value; $247.5 million termination fee.

    9. 09
      Jun 2005
      Shareholders approve the merger

      Approximately 98% of shares present and voting are cast in favor.

    10. 10
      Jul 21, 2005
      Buyout closes

      $1.3 billion of sponsor equity, $1.2 billion of company cash and about $4.4 billion drawn across four facilities.

    11. 11
      Mar 2006
      Court rules Amazon breached the deal

      Toys R Us is allowed to terminate the exclusivity agreement.

    12. 12
      Jun 2009
      Amazon settles for $51 million

      Ends the five-year litigation; e-commerce is about 4% of Toys R Us sales.

    13. 13
      May 28, 2010
      IPO filed

      The sponsors seek a public listing and a route to partial exit.

    14. 14
      Mar 2013
      UK Propco loan raised

      A £263 million facility funded by Debussy DTC Plc notes is secured on 31 UK properties.

    15. 15
      Apr 2013
      IPO withdrawn

      Filed in 2010 and postponed in 2011; formally pulled amid a leadership change.

    16. 16
      Aug 21, 2013
      Propco I term loan

      $985 million raised against US real estate leased back to the operating company.

    17. 17
      Oct 24, 2014
      Secured term B-4 loan issued

      $1,026 million at LIBOR plus 8.75%, due fiscal 2020; the tranche that later decides the outcome.

    18. 18
      Jun 2015
      Sponsor advisory fee cut

      Annual fee reduced from $17 million to $6 million; $30 million of accrued transaction fees waived.

    19. 19
      Aug 16, 2016
      Taj exchange offers complete

      2017 and 2018 notes exchanged into 12.000% secured notes due 2021; $583 million issued in total.

    20. 20
      Nov 2016
      Propco II refinanced

      A $512 million mortgage loan and $88 million mezzanine loan repay $725 million of 8.500% notes.

    21. 21
      Apr 2017
      Fiscal 2016 results reported

      Net sales $11.54 billion, adjusted EBITDA $792 million, interest expense $457 million, capex $252 million.

    22. 22
      Sep 6, 2017
      Restructuring counsel reported

      CNBC reports the Kirkland & Ellis hire; vendors begin demanding cash terms.

    23. 23
      Sep 18, 2017
      Chapter 11 filing

      Filed in the Eastern District of Virginia before Judge Keith Phillips; Canada files parallel CCAA proceedings.

    24. 24
      Oct 24, 2017
      DIP financing approved

      Approximately $3.1 billion of debtor-in-possession facilities receive final court approval.

    25. 25
      Dec 19, 2017
      Third quarter results

      Domestic comps down 7.0%, adjusted EBITDA negative $97 million, net loss $624 million.

    26. 26
      Jan 24, 2018
      Roughly 180 US store closures announced

      Close to a fifth of the domestic store base.

    27. 27
      Feb 28, 2018
      UK business enters administration

      Moorfields appointed over 105 stores and roughly 3,200 jobs.

    28. 28
      Mar 15, 2018
      US wind-down motion filed

      Liquidation sought for all 735 remaining US stores after holiday EBITDA misses by more than $260 million.

    29. 29
      Mar 22, 2018
      Wind-down order entered

      The court approves the orderly liquidation of the US business.

    30. 30
      Apr 2018
      Canada sold to Fairfax Financial

      C$300 million for the 82-store Canadian business; Fairfax was the only bidder at auction.

    31. 31
      Jun 29, 2018
      Last US stores close

      Roughly 33,000 US jobs eliminated with no statutory severance from the estate.

    32. 32
      Aug 8, 2018
      Creditor settlement approved

      $180 million pool for post-petition vendors, about 22 cents on roughly $800 million of claims.

    33. 33
      Nov 20, 2018
      KKR and Bain fund worker severance

      $10 million each into a $20 million hardship fund; Vornado declines to participate.

    34. 34
      Dec 2018
      Asian joint venture sold

      Court clears a $760 million sale; Fung Retailing moves to 21% and Taj noteholders take 79%.

    35. 35
      Jan 2019
      Tru Kids Brands formed

      The brand and intellectual property leave the estate under new ownership.

    36. 36
      Mar 2020
      Creditor litigation trust sues

      Claims filed against David Brandon, Michael Short and directors affiliated with Bain, KKR and Vornado.

    37. 37
      Mar 2021
      WHP Global takes control of Tru Kids

      Brand management firm acquires a controlling interest in the Toys R Us intellectual property.

    38. 38
      Jul 2022
      Toys R Us returns to Macy’s

      Shop-in-shops open in every Macy’s store nationwide, later joined by standalone US flagships.

    Overview

    On July 21, 2005, Toys "R" Us stopped being a public company. An investor group of KKR, Bain Capital Partners and Vornado Realty Trust paid $26.75 a share for a business valued at roughly $6.6 billion of aggregate equity value, and funded it with about $1.3 billion of their own money, $1.2 billion of the target's own cash, and roughly $4.4 billion drawn across four new facilities at closing. The consortium put up less than a fifth of the purchase price in equity.

    Twelve years later the company had never earned its way out. In fiscal 2016, its last full audited year, Toys "R" Us produced $11.54 billion of net sales and $792 million of adjusted EBITDA, spent $252 million on capital expenditure, and paid $457 million of interest. That single comparison, more interest than investment, every year, for more than a decade, is the spine of the case.

    The end came faster than the decline. A news report on September 6, 2017 that the company had hired restructuring counsel triggered a run on its trade credit; twelve days later it filed for Chapter 11 without a plan. A ruined holiday followed, and in March 2018 the secured term lenders whose collateral sat closest to the inventory decided that liquidating it paid them better than reorganizing a retailer. Roughly 33,000 US jobs went with it.

    This study reconstructs the deal from the merger proxy, the post-closing filings, the last 10-K, the bankruptcy record and the press that argued about it in real time. The central dispute it has to settle is the one that has followed the case ever since: whether Amazon killed Toys "R" Us, or whether the capital structure did, and what the evidence actually supports.

    The Auction That Turned a Break-Up Into a Buyout

    The most misunderstood fact about the deal is that Toys "R" Us was not hunted. It ran a two-year process to sell itself in pieces, and the buyout emerged only when a break-up failed to clear.

    Why the board put the company in play in 2004

    Toys "R" Us announced a strategic alternatives review in January 2004. The stock had closed at $12.02 on January 7, the last trading day before that announcement, against a business doing more than $11 billion of annual sales. Credit Suisse First Boston was retained, and the analysis it brought back to the board in August 2004 was blunt: separating the Babies "R" Us business from the global toys business, or selling either separately, was worth more than keeping them together.

    On August 11, 2004 the company told the market it was exploring a sale of the global toys business. The shares closed at $16.42 the day before. The design of the process mattered enormously: the board was marketing the weaker asset while retaining the equity in the stronger one for shareholders. That is a sound piece of sell-side engineering, and it also meant that from the first day the assets were being valued separately by buyers with separate reasons for wanting them.

    Credit Suisse First Boston contacted a wide field; 25 parties signed confidentiality and standstill agreements, and by November 2, 2004 nine preliminary indications of interest had arrived: six for the whole global toys business and three for the international operations alone. By December 2004 four bidding groups remained, and by mid-February 2005 the character of the process had changed: two of them had begun to look at the whole company rather than the toys business alone. Our primer on how a take-private process actually runs covers the mechanics that this auction followed almost to the letter.

    How rival bidders became a single consortium

    The threat that forced the outcome came from what the proxy calls the "initial bidding group," a consortium including Cerberus Capital Management alongside Goldman Sachs and the REIT Kimco Realty. It bid for the whole company at $23.25 a share in February 2005, raised to $24.00 on March 1, and to $25.25 on the evening of March 7. On March 11 it demanded exclusivity and threatened to withdraw; the board refused, and the offer stayed on the table anyway.

    That refusal is the hinge of the deal. On the same day, KKR (which had been bidding alone) and Bain and Vornado (which had been bidding as a pair) told the bankers they wanted to combine and bid for the entire company. On the morning of March 16 the new consortium proposed roughly $6.6 billion of aggregate equity value, or $27.00 a share. Later that day, told the fully diluted share count was higher than it had assumed, the group cut the per-share price to $26.75 while holding the $6.6 billion aggregate unchanged. The rival group declined to improve and simply restated its bid.

    BidTargetPrice per shareDate
    Cerberus groupWhole company$23.25Feb 17, 2005
    Cerberus groupWhole company$24.00Mar 1, 2005
    Cerberus groupWhole company$25.25Mar 7, 2005
    KKR / Bain / VornadoWhole company$27.00Mar 16, 2005 (morning)
    KKR / Bain / VornadoWhole company$26.75Mar 16, 2005 (final)

    Both Credit Suisse First Boston and Duff & Phelps delivered a fairness opinion on March 16. Duff & Phelps calculated that, adjusted for the move in the S&P Specialty Retail Index since August 2004, the implied premium embedded in $26.75 was about 39%, against a 14% to 31% range for comparable specialty-retail transactions. The board took $26.75, agreed a termination fee of $247.5 million, and shareholders approved in June 2005.

    What Vornado was actually buying

    A REIT does not join a toy-retailer buyout for the toys. At the end of fiscal 2016 Toys "R" Us still owned outright 352 of its 1,691 operated stores and held fee ownership of the buildings on another 238 ground-leased sites; the balance sheet carried $664 million of land and $1.91 billion of gross buildings. In 2005, when big-box real estate was repricing upward and cap rates were compressing, that portfolio was the part of Toys "R" Us that a sophisticated buyer could value with confidence.

    Sale-leaseback

    A transaction in which a company sells a property it owns to an investor and simultaneously signs a long-term lease to keep occupying it. The seller converts an illiquid owned asset into cash while accepting a fixed rent obligation, which is economically a form of debt. For a retailer with hundreds of owned big-box stores, sale-leasebacks look like free money on the way in and like a permanent increase in fixed charges thereafter.

    What the sponsors actually did with the real estate is the detail most retellings get wrong. There was no wave of sale-leasebacks stripping the property out to fund a distribution to owners. Instead the properties were reorganized into financing subsidiaries and pledged as collateral, which converted the portfolio from an unencumbered asset into the security for a specific slice of debt. Vornado's $428 million stake was ultimately carried at zero on its own books before the bankruptcy filing.

    The Capital Structure That Came Home With It

    The merger was accounted for as a recapitalization, which is the technically correct description of what happened: the same company continued, with a different balance sheet bolted to it.

    The equity check, the target's cash, and four new facilities

    The sponsors contributed aggregate cash equity of $1.3 billion, giving KKR, Bain and Vornado 32.9% each, an affiliate of Gordon Brothers 1.1% as a fourth investor, and management 0.2%. Against that, at closing the company drew $700 million on a new $2.0 billion secured revolver, $1.9 billion under an unsecured bridge, $1.0 billion under a secured European bridge facility, and $800 million of new mortgage loans. It also spent $1.2 billion of its own cash.

    Use of funds at closingAmount
    Purchase of common stock$5,900M
    Options, restricted stock and units$227M
    Settlement of equity security units$114M
    Purchase of stock warrants$17M
    Fees and expenses$364M
    Severance, bonuses, payroll taxes$36M
    Total uses$6,658M

    The itemized uses reconcile to roughly $6.7 billion; borrowings are stated at closing draw amounts, so identified sources of $1.3 billion of equity, $1.2 billion of cash and $4.4 billion of draws run roughly $240 million ahead of that total. Of the $364 million of fees, $81 million went to the sponsors themselves at closing. A buyer using the target's cash to help fund its own purchase price is ordinary LBO mechanics; the relevant point is that Toys "R" Us entered its new life with roughly $1.2 billion less liquidity than it had on the morning of the deal, and our explainer on what makes a good LBO candidate sets out why a seasonal retailer with a fourth quarter carrying 40% of annual sales is a difficult fit for that trade.

    Opco, propco, and a map no single creditor could read

    Over the following decade the debt was refinanced repeatedly, and each refinancing pushed the borrowing further down into a specific pocket of the group. By fiscal 2016 the opco/propco structure had produced a set of separate credit boxes: Toys "R" Us-Delaware (the US operating company) carried the ABL revolver, the incremental term loans, the Tranche A-1 loan and the secured term B-4 loan; TRU Propco I owned US real estate leased back to Delaware under a master lease and carried an $874 million senior unsecured term loan; TRU Propco II was a bankruptcy-remote single-purpose entity whose assets, the filings said explicitly, were not available to satisfy the debts of any affiliate; UK Propco, a French real-estate borrower and the Taj foreign holdco each had their own.

    Structural subordination

    The position of a creditor that lends to a parent company while the operating assets and cash flow sit in subsidiaries that owe money to their own lenders. The subsidiary's creditors are paid from the subsidiary's assets first; the parent's creditors have a claim only on whatever equity value flows up. In a multi-box group like Toys "R" Us, structural subordination meant that two lenders looking at the same brand could hold claims on completely different collateral and want completely different outcomes.

    The advantage of that architecture was that it kept raising money against assets that a single consolidated lender would have refused to fund. The cost only became visible in 2017. When the company needed a restructuring, there was no lender group with a claim on the whole enterprise and therefore no natural fulcrum constituency; there were instead half a dozen groups, each rationally optimizing its own box.

    The interest bill that never moved

    The operating business was not collapsing during the hold period. Sales drifted from $12.36 billion in fiscal 2014 to $11.54 billion in fiscal 2016, and adjusted EBITDA actually recovered from $583 million in fiscal 2013 to $792 million in fiscal 2016. What never recovered was the gap between what the business produced and what the balance sheet consumed.

    Fiscal yearAdjusted EBITDAInterest expense, netCapital expenditure
    2012$1,019M$464Mn/d
    2013$583M$517Mn/d
    2014$642M$447M$207M
    2015$800M$426M$219M
    2016$792M$455M$252M

    In fiscal 2016 Toys "R" Us reported operating earnings of $460 million and interest expense of $457 million ($455 million net of $2 million of interest income). Essentially every dollar the stores earned went to lenders. Capital expenditure of $252 million across 1,691 stores, 18 distribution centers and a global e-commerce platform works out to under $150,000 per store per year, which is a maintenance budget, not a competitive one. The arithmetic of how much leverage a business can actually carry is worked through in our debt capacity analysis explainer; on these numbers the answer for Toys "R" Us was less than it took on.

    Master the mechanics behind a deal answer: practice 1,000+ technical questions on LBO structures, debt capacity, and credit analysis, download our iOS app for the full toolkit.

    Twelve Years of Servicing Instead of Investing

    The company that filed for bankruptcy in 2017 had been trying to fix its digital business for a decade. The constraint was never diagnosis; it was funding.

    The Amazon exclusivity deal that cost a decade

    In August 2000 Toysrus.com signed a ten-year agreement making it the exclusive seller of toys and baby products on Amazon.com, for which it paid roughly $200 million. The logic was defensible at the time: outsource fulfillment and traffic to the best e-commerce operator in the world and stop burning capital on a website. The consequence was that Toys "R" Us shut down its own storefront and spent six years building nothing.

    Amazon began letting third parties sell toys anyway. Toysrus.com sued in May 2004, a New Jersey court ruled in 2006 that Amazon had breached the agreement and allowed the retailer to terminate it, and in June 2009 Amazon paid $51 million to settle. The company won the case and lost the decade. By 2009, the year before it first filed to go public again, e-commerce was about 4% of sales.

    This is the strongest fact available to anyone arguing that the LBO was not the cause. The Amazon deal was signed five years before KKR, Bain and Vornado arrived, and its damage was done by a management team answering to public shareholders. What the buyout determined was not that Toys "R" Us started late, but whether it could afford to catch up.

    we have to catch up on 10 years of innovation
    Lance Wills, Global Chief Technology Officer, Toys "R" Us·CNBC

    By the time that omnichannel rebuild launched, in 2017, it had absorbed nearly $100 million of investment over three years. E-commerce reached $1.50 billion of net sales in fiscal 2016, 13% of the total, growing 11% year over year. It was real progress arriving roughly a decade after it was needed, paid for out of a cash flow that had $455 million of interest ahead of it.

    The exit that never came

    The sponsors were not indifferent to any of this; they were trapped. Toys "R" Us filed for an IPO in May 2010, postponed it in 2011 on weak markets, and formally withdrew it in March 2013 amid a leadership change. Without a public listing there was no partial exit, no equity currency, and no route to deleveraging other than paying debt down out of operating cash the business did not generate.

    What they did extract is smaller than the case's reputation suggests. There was no dividend recapitalization: the sponsors never took a debt-funded distribution out of Toys "R" Us. They did collect $81 million of fees at closing and an annual advisory agreement fee that the filings show as $21 million in fiscal 2012 and $22 million in fiscal 2013, reduced by amendment in June 2015 from $17 million to $6 million a year, with $47 million of previously accrued transaction fees waived in a further amendment that December. The Private Equity Stakeholder Project, an advocacy group, totals fees, expenses and interest collected by the sponsors and their affiliates across the whole hold at $464 million. Writing at the filing, Fortune's Adam Lashinsky made the opposite point, that the sponsors "never managed to milk much from Toys R Us" in advisory fees.

    The 2016 refinancing that bought two years

    By 2016 the maturity schedule had become the binding problem, and the company ran a coordinated liability management exercise to push it out. It worked, and it also raised the cost of the debt it moved.

    1

    Exchange offers launched

    Summer 2016. Holders of the 10.375% notes due 2017 and 7.375% notes due 2018 are offered new 12.000% senior secured notes due fiscal 2021 issued by TRU Taj, plus $110 million of cash for the 2017 paper.

    2

    Exchange completed

    August 16, 2016. $34 million of additional Taj notes are placed privately alongside the exchange.

    3

    Stub redeemed

    August 26, 2016. A further $142 million private placement funds redemption of the remaining 2017 notes; total Taj notes issued reach $583 million.

    4

    Propco II refinanced

    November 2016. A $512 million floating-rate mortgage loan and an $88 million fixed-rate mezzanine loan repay the $725 million of 8.500% Propco II notes due 2017, helped by a $51 million rent prepayment from the operating company.

    5

    Net effect

    The 2017 maturity wall is cleared and cash interest falls by about $11 million a year, but unsecured notes have become 12.000% secured notes and the 2018 and 2019 maturities are now the problem.

    Total debt at the end of fiscal 2016 was $4.76 billion, against $566 million of cash. On the balances shown in that 10-K, roughly $440 million of it matured in fiscal 2018 and about $2.2 billion in fiscal 2019. The company had bought itself two holiday seasons to prove that the e-commerce rebuild worked.

    The Twelve Days in September

    It got one. What ended the company was not a missed interest payment but the fastest form of corporate death available to a retailer.

    A news report, then a run on trade credit

    On September 6, 2017 CNBC reported that Toys "R" Us had hired Kirkland & Ellis to advise on its debt. The report was accurate and, on its face, unremarkable; companies retain restructuring counsel and refinance without filing all the time. The market for the company's vendor credit did not read it that way.

    Vendor credit

    The unsecured trade financing a supplier extends when it ships goods and waits to be paid, typically on 30 to 60 day terms. For a seasonal retailer it is the single largest source of working capital, it is uncommitted, and every supplier can withdraw it unilaterally and instantly. Unlike a bank facility it has no covenants to breach and no notice period, which makes a loss of supplier confidence functionally identical to a bank run.

    In his first-day declaration, chairman and chief executive David Brandon set out the mechanics. Nearly 40% of the company's domestic and international product vendors refused to ship without cash on delivery, cash in advance, or payment of everything outstanding. Toys "R" Us bought on roughly 60-day terms; moving to cash terms in the run-up to a quarter that carried 40% of annual sales meant finding more than $1 billion of liquidity immediately. There was no facility available that could do that in September.

    The timing was close to the worst possible. Holiday inventory is ordered and paid for in the autumn and sold in December, so a supplier freeze in early September does not merely tighten the balance sheet; it removes the merchandise the fourth quarter is built on.

    Filing to buy a holiday

    Toys "R" Us and certain US subsidiaries filed for Chapter 11 in the US Bankruptcy Court for the Eastern District of Virginia on September 18, 2017, before Judge Keith Phillips, with the Canadian subsidiary filing parallel CCAA proceedings. Brandon framed it as "the dawn of a new era at Toys R Us," and the stated objective was to restructure roughly $5 billion of long-term debt. Kirkland & Ellis was principal legal counsel, Alvarez & Marsal restructuring adviser and Lazard financial adviser.

    The purpose of the filing was liquidity, not a plan. The company obtained the largest retail debtor-in-possession package on record: a $1.85 billion ABL revolver, a $450 million first-in-last-out term loan within it, $375 million of senior secured Taj DIP notes, and a separate $450 million term DIP facility, approximately $3.1 billion in total, granted final court approval on October 24, 2017.

    FILO term loan

    A "first in, last out" tranche that sits inside an asset-based lending facility. FILO lenders fund alongside the revolver against the same collateral pool but agree to be repaid after the revolver lenders, and are compensated with a higher spread. The structure lets a borrower squeeze incremental advance rate out of inventory and receivables that a conventional ABL formula will not lend against, which is exactly why a retailer entering Chapter 11 with a working-capital hole reaches for one.

    That money reopened the supply chain, and vendors did resume shipping. What it could not restore was the pricing and terms the business had enjoyed as a going concern, and the difference between those two things is what the fourth quarter revealed. The distinction between reorganizing and liquidating, and who gets to choose, is covered in our comparison of Chapter 11 and Chapter 7.

    The Holiday That Decided It

    Chapter 11 is supposed to be a pause. For a consumer retailer in its selling season it is closer to an accelerant.

    The third quarter showed the damage first

    The results published on December 19, 2017 covered the quarter ended October 28, before Black Friday, and were already severe. Excluding the deconsolidated Canadian business, net sales fell to $2.02 billion, domestic same-store sales fell 7.0%, and adjusted EBITDA swung to negative $97 million from positive $5 million a year earlier. Reorganization items alone were $334 million, and the net loss reached $624 million.

    The most diagnostic line was gross margin. The domestic gross margin rate fell 580 basis points, and the company attributed it to a reduction in vendor allowances as a direct result of the Chapter 11 filing, plus heavier promotion and competitive pricing. Suppliers had kept shipping but had withdrawn the co-op marketing, rebates and volume support that make the economics of a toy retailer work.

    January's closures, then a covenant

    On January 24, 2018 the company announced it would close roughly 180 US stores, close to a fifth of the domestic base. By late February the question had shifted to whether it could meet the financial tests its lenders had set at all, and CNBC reported it was at risk of breaching a covenant.

    The holders of the secured term B-4 loan, issued in October 2014 at $1,026 million and priced at LIBOR plus 8.75%, extended the maintenance covenant deadline to March 3, then to March 12, then to March 15. Each extension was a decision, not a formality. The holiday numbers behind those decisions were catastrophic: in its court filings the company said sales came in below its worst case and that EBITDA ran more than $260 million below the prior year.

    Why the B-4 lenders chose liquidation

    The ad hoc group of B-4 lenders comprised funds managed by Angelo Gordon, Franklin Mutual Advisers, Highland Capital Management, Oaktree Capital Management and Solus Alternative Asset Management, holding claims of roughly $1 billion. Their collateral included inventory, receivables and the Geoffrey, LLC trademarks, and their calculation was a straight comparison between two numbers. Liquidation value was a known quantity: going-out-of-business sales across 735 stores convert inventory to cash on a predictable schedule at a predictable discount. Going-concern value required believing that a retailer that had just missed prior-year holiday EBITDA by more than $260 million, was still ten years behind online, and would emerge with a rebuilt vendor base could support enough new debt and equity to repay them.

    They did not believe it, and on the evidence in front of them in March 2018 that was a defensible commercial judgment rather than an act of vandalism. Isaac Larian, chief executive of MGA Entertainment, later assembled a $675 million offer for the US stores and a separate $215 million offer for Canada; both were rejected as insufficient. When Angelo Gordon and Solus were pressed publicly to fund worker severance, their counsel at Wachtell, Lipton, Rosen & Katz replied that they saw no sound basis for secured lenders to make additional contributions for the benefit of employees or unsecured creditors.

    On March 15, 2018 Toys "R" Us moved for approval of an orderly wind-down of the US business and liquidation of inventory in all 735 remaining US stores.

    we no longer have the financial support to continue the Company's U.S. operations
    David Brandon, Chairman and CEO, Toys "R" Us·Toys "R" Us wind-down announcement

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    The Wind-Down and What Each Class Got

    The court entered the wind-down order on March 22, 2018. What followed was less a reorganization than a global disassembly, run jurisdiction by jurisdiction.

    Selling the pieces that were still worth something

    The UK business had already gone first: Moorfields Advisory was appointed administrator on February 28, 2018 over 105 stores and roughly 3,200 jobs, after a company voluntary arrangement agreed at Christmas was undone by a £15 million VAT demand and a pension deficit estimated at £25 million or more. Canada was sold intact; an affiliate of Fairfax Financial Holdings was the only bidder at auction and acquired the 82-store business for CAD 300 million, with court approval in April 2018.

    Asia was the one genuinely valuable operating asset. In late 2018 the bankruptcy court cleared a $760 million sale of the Asian joint venture, under which Fung Retailing raised its stake from 15% to 21% and the Taj noteholders took 79%, at an implied enterprise value of roughly $900 million. The US business was simply run off. The last American stores closed on June 29, 2018, and roughly 33,000 jobs went with them.

    The recovery waterfall

    The commercial fight that mattered after March was between the administrative claims of vendors who had shipped goods during the case and the secured lenders whose collateral those goods became. On August 8, 2018 the court approved a settlement among the debtors, the creditors' committee, an ad hoc vendor group and the B-4 lenders that created a $180 million distribution pool for participating administrative claimants, with further sharing once the secured lenders recovered at least 50% of their claim.

    ConstituencyApproximate claimOutcome
    Sponsors (KKR, Bain, Vornado)$1.3B equityZero
    Unsecured noteholdersVariousZero
    B-4 secured term lendersabout $1BPartial, via liquidation proceeds
    Post-petition vendorsroughly $800M$180M pool, about 22 cents
    US employees$75M severance claimNo statutory recovery
    Lead debtor counseln/aKirkland & Ellis approved for approximately $56M in fees

    The $180 million against roughly $800 million of participating administrative claims is the 22 cents on the dollar the settlement produced, and it is the number that made the case notorious among trade creditors. Suppliers who kept a bankrupt customer alive at the court's invitation were paid a fraction of what they were owed, ranking behind lenders whose collateral their shipments had replenished.

    The severance fund and the reckoning that followed

    Laid-off workers received no severance from the estate. An organized campaign by former employees, backed by Senator Elizabeth Warren, who wrote to Vornado and to the five B-4 hedge funds on October 16, 2018, and by a bicameral congressional letter of inquiry in July 2018, pushed the sponsors to respond.

    On November 20, 2018 KKR and Bain Capital each committed $10 million to a $20 million hardship fund, with Kenneth Feinberg engaged to design the distribution formula around tenure and an income band. Vornado did not participate. Employee representatives put the severance actually owed at about $75 million, so the fund covered roughly a quarter of it. In June 2019 the court approved a $2 million class settlement for the laid-off workers, about $60 each, while Kirkland & Ellis alone was approved for roughly $56 million of fees. Separately, a litigation trust representing creditors sued former chief executive David Brandon, former chief financial officer Michael Short and directors affiliated with Bain, KKR and Vornado, alleging among other things that roughly $600 million of post-petition purchases were made while a shutdown was likely and that advisory fees and bonuses were paid while the company was already insolvent. The case settled before trial.

    Did Amazon Kill Toys "R" Us, or Did the Balance Sheet?

    Both explanations have serious advocates, and the case is not settled by choosing a side. It is settled by being precise about which failure produced which outcome.

    The case that the retailer was already losing

    Toys "R" Us was losing share long before it ran out of money. By 2016 it held about 13.6% of the US toy market, against Walmart at 29.4%, Amazon at 16.3% and GameStop at 13.9%. Consolidated same-store sales fell 1.4% in fiscal 2016, and domestic comps fell 7.0% in the third quarter of 2017. The market share trend is a demand problem, not a financing problem.

    The store experience compounded it. Critics interviewed after the liquidation described stores that had stopped being destinations, with no demonstration toys out and a visit that had become ordinary shopping, while parents increasingly treated Target and Amazon as the default toy aisle.

    his grandchildren refer to Target as the toy store
    Aaron Jodka, Colliers International·Boston Globe

    Nor was the toy category itself dying while Toys "R" Us was. US toy sales were growing at the time of the filing, which cuts against any simple story of a vanishing market. What was vanishing was the specialist's claim to it.

    The case that the balance sheet did it

    The counter-case does not deny any of that; it denies that a share loss of that speed produces a liquidation. In fiscal 2016 the business earned $460 million of operating profit and paid $457 million of interest. A company converting nearly 60% of adjusted EBITDA into interest cannot fund a competitive response to a structural shift, and the fixed-charge burden was the mechanism that turned a fixable problem into an unfixable one.

    The proximate cause of death also looks nothing like an Amazon story. Toys "R" Us did not lose so many customers that it could not pay its bills; it lost its vendor credit in twelve days because suppliers concluded its balance sheet made it a credit risk, and that judgment was about leverage. The equity wipeout mirrors what happened to the sponsors at Energy Future Holdings, where an aggressive capital structure removed any tolerance for a thesis going wrong; the useful contrast is Blackstone's Hilton buyout, an equally leveraged 2007 deal whose sponsor was able to restructure the debt and hold long enough for the cycle to turn.

    What the record actually supports

    Three things are settled. The secular decline in Toys "R" Us's competitive position was real and predated the buyout, including the six years surrendered to the Amazon exclusivity deal. The capital structure consumed almost all operating cash flow for twelve years and made the digital catch-up unaffordable at the scale required. And the specific sequence that killed the company, a news report about restructuring counsel, a trade-credit run, a hurried filing with no plan, a lost holiday, a covenant test and a lender vote, is a leverage failure mode from beginning to end. No unlevered retailer, however badly it is losing share, dies that way.

    What remains genuinely open is the counterfactual. Nobody can show that a Toys "R" Us with $2 billion of debt would still be trading in 2026; Sears and Kmart failed under different owners, and category specialists have had a brutal decade regardless of ownership. The honest verdict is that Amazon and the discounters made Toys "R" Us a declining business, and the 2005 capital structure made a declining business a liquidating one, on a timetable set by lenders rather than by customers.

    The afterlife is weak evidence for either side, but it is not nothing. Tru Kids Brands took the intellectual property out of the estate in January 2019, WHP Global acquired a controlling interest in March 2021, and the brand returned through shop-in-shops in every Macy's from July 2022 and a growing set of US flagship stores. The name still sells toys, though the Canadian business Fairfax bought out of the 2018 estate itself entered creditor protection in February 2026 and sold its trademarks. It just no longer carries $5 billion of debt, and nobody has yet tried to run 800 big-box stores behind it.

    Sources

    1. 1Toys "R" Us, Inc., press release announcing the merger agreement, Form DEFA14A exhibit, SEC EDGAR (March 17, 2005).
    2. 2Toys "R" Us, Inc., Form PREM14A merger proxy, "Background of the Merger", SEC EDGAR (2005).
    3. 3Toys "R" Us, Inc., Form 10-Q for the quarter ended October 29, 2005, SEC EDGAR (merger sources and uses).
    4. 4Toys "R" Us, Inc., Form 10-K for fiscal 2016, SEC EDGAR (April 2017).
    5. 5Toys "R" Us, Inc., "Reports Results for the Full Year and Fourth Quarter of Fiscal 2016", PR Newswire (April 2017).
    6. 6Toys "R" Us, Inc., third quarter fiscal 2017 earnings release, Form 8-K exhibit, SEC EDGAR (December 19, 2017).
    7. 7Toys "R" Us, Inc., "Toys R Us to Wind Down U.S. Business", Form 8-K exhibit, SEC EDGAR (March 15, 2018).
    8. 8CNBC, "Toys R Us hires law firm as it explores possible bankruptcy filing" (September 6, 2017).
    9. 9CNBC, "Toys R Us finally gets serious about e-commerce" (May 8, 2017).
    10. 10CNBC, "Toys R Us files for Chapter 11 bankruptcy" (September 18, 2017).
    11. 11Toys "R" Us, Inc., press release on final court approval of the debtor-in-possession financing, PR Newswire (October 24, 2017).
    12. 12CNBC, "Toys R Us is in danger of breaching a covenant with its lenders" (February 21, 2018).
    13. 13CNBC, "Toys R Us submits plan to liquidate its US business" (March 15, 2018).
    14. 14Retail Dive, "One year later: Toys R Us' fatal journey through Chapter 11" (2018).
    15. 15Boston Globe, "How Toys 'R' Us became the island of misfit toys" (March 15, 2018).
    16. 16Fortune, "Toys R Us Downfall Due to Debt, Not Competition" (September 20, 2017).
    17. 17Kirkland & Ellis, note on the Toys R Us wind-down creditor settlement (July 2018).
    18. 18Moorfields Advisory, "Update on Toys 'R' Us UK administration process" (2018).
    19. 19CBC News, "Sale of Canadian Toys 'R' Us outlets to Fairfax Financial approved" (April 2018).
    20. 20Fung Retailing, "Toys 'R' Us Asia Announces New Joint Ownership Structure" (November 16, 2018).
    21. 21CNBC, "Bain and KKR establish a severance fund for Toys R Us workers" (November 20, 2018).
    22. 22Office of Senator Elizabeth Warren, letters to Vornado Realty Trust and five hedge funds (October 16, 2018).
    23. 23CBS News, report on Amazon's settlement of the Toys R Us exclusivity suit (June 2009).
    24. 24CBS News, report on approved professional fees and the initial worker fund (2018).
    25. 25Private Equity Stakeholder Project, "KKR, Bain Capital, Vornado repeatedly rewarded themselves for adding debt to Toys 'R' Us" (2018).
    26. 26Bloomberg, "Toys 'R' Us Withdraws Plan for IPO First Filed in 2010" (March 29, 2013).
    27. 27Dovel & Luner, "Toys 'R' Us Bankruptcy Creditor Trust Files Lawsuit Against Former CEO David Brandon and Directors", PR Newswire (2020).

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