Toys"R"Us Announces The Expiration Of And Results For The Previously Announced Private Exchange Offers By TRU Taj LLC
WAYNE, N.J., Aug. 10, 2016 /PRNewswire/ -- Toys"R"Us, Inc. (the "Company") today announced the expiration as of 11:59 p.m., New York City time, on August 9, 2016 (the "Expiration Date") of the previously announced private offers (the "Exchange Offers") by TRU Taj LLC (the "Issuer") to exchange the Company's 10.375% Senior Notes due 2017 (the "2017 Notes") and 7.375% Senior Notes due 2018 (the "2018 Notes" and, collectively with the 2017 Notes, the "Senior Notes") for the Issuer's newly issued 12% Senior Secured Notes due 2021 (the "New Secured Notes") and, in the case of the 2017 Notes, up to $150.0 million in cash.
Based on information provided by D.F. King & Co., Inc., the Information and Exchange Agent, as of the Expiration Date, $344,921,000 in aggregate principal amount (or 76.65% of the outstanding amount) of the 2017 Notes and $191,656,000 in aggregate principal amount (or 47.91% of the outstanding amount) of the 2018 Notes had been validly tendered (and not withdrawn) in the Exchange Offers. Eligible Holders (as defined below) elected the Notes and Cash Option, as opposed to the Notes Only Option (each as defined in the Offering Memorandum), with respect to $209,706,000 in aggregate principal amount of the 2017 Notes that were validly tendered (and not withdrawn).
The Issuer expects to accept for exchange all Senior Notes that were validly tendered (and not withdrawn) in the Exchange Offers. The Issuer will not accept any tender that would result in the issuance of a New Secured Note having a principal amount of less than $2,000. Eligible Holders who have elected the Notes and Cash Option will receive, for each $1,000 principal amount of 2017 Notes validly tendered and accepted for exchange, $475 in principal amount of New Secured Notes and $525 in cash. Eligible Holders who have elected the Notes Only Option will receive, for each $1,000 principal amount of 2017 Notes validly tendered and accepted for exchange, $1,000 principal amount of New Secured Notes. Eligible Holders will receive, for each $1,000 principal amount of 2018 Notes validly tendered and accepted for exchange, $900 in aggregate principal amount of New Secured Notes.
The Exchange Offers were made on the terms set forth in the confidential offering memorandum dated July 13, 2016 (as supplemented by the supplement thereto dated July 21, 2016, the "Offering Memorandum"), the related letter of transmittal (the "Letter of Transmittal") and the press release issued by the Company on July 27, 2016 in connection with the Exchange Offers.
The Settlement Date (as defined in the Offering Memorandum) for the Exchange Offers is currently expected to be August 16, 2016. Consummation of the Exchange Offers is subject to the satisfaction or waiver of the conditions set forth in the Offering Memorandum and the Letter of Transmittal. Such conditions include, among other things, (i) the consummation of certain reorganization transactions, as described in the Offering Memorandum, prior to or substantially concurrently with the consummation of the Exchange Offers, (ii) entry into an intercreditor agreement providing for the collateral and guarantee arrangements described in the Offering Memorandum and (iii) other customary conditions. Subject to the terms set forth in the support agreement entered into with certain holders of the Senior Notes, the Issuer may amend or waive any of these or any other conditions to the consummation of the Exchange Offers.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers are being made and the New Secured Notes are being offered only to "qualified institutional buyers" and holders that are not "U.S. persons," as such terms are defined under the Securities Act of 1933, as amended (the "Securities Act") (such persons, the "Eligible Holders"). The New Secured Notes have not been registered under the Securities Act or under any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Offering Memorandum and the Letter of Transmittal. The Exchange Offers are subject to the terms and conditions set forth in the Offering Memorandum and the Letter of Transmittal.
About Toys"R"Us, Inc.
Toys"R"Us, Inc. is the world's leading dedicated toy and baby products retailer, offering a differentiated shopping experience through its family of brands. Merchandise is sold in 871 Toys"R"Us and Babies"R"Us stores in the United States, Puerto Rico and Guam, and in more than 755 international stores and 250 licensed stores in 37 countries and jurisdictions. With its strong portfolio of e-commerce sites including Toysrus.com and Babiesrus.com, the Company provides shoppers with a broad online selection of distinctive toy and baby products. Toys"R"Us, Inc. is headquartered in Wayne, NJ and has an annual workforce of approximately 62,000 employees worldwide. The Company is committed to serving its communities as a caring and reputable neighbor through programs dedicated to keeping kids safe and helping them in times of need. For more information, visit Toysrusinc.com or follow @ToysRUsNews on Twitter.
Forward-Looking Statements
All statements that are not historical facts in this press release, including statements about our beliefs or expectations, are forward-looking statements. These statements are subject to risks, uncertainties and other factors, including, among others, the seasonality of our business, competition in the retail industry, changes in our product distribution mix and distribution channels, general economic factors in the United States and other countries in which we conduct our business, consumer spending patterns, birth rates, our ability to implement our strategy including implementing initiatives for season, our ability to recognize cost savings, implementation and operation of our new e-commerce platform, marketing strategies, the availability of adequate financing, access to trade credit, changes in consumer preferences, changes in employment legislation, our dependence on key vendors for our merchandise, political and other developments associated with our international operations, costs of goods that we sell, labor costs, transportation costs, domestic and international events affecting the delivery of toys and other products to our stores, product safety issues including product recalls, the existence of adverse litigation, changes in laws that impact our business, our substantial level of indebtedness and related debt-service obligations, restrictions imposed by covenants in our debt agreements and other risks, uncertainties and factors set forth in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this press release). In addition, we typically earn a disproportionate part of our annual operating earnings in the fourth quarter as a result of seasonal buying patterns and these buying patterns are difficult to forecast with certainty. We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments unless required by the Securities and Exchange Commission's rules and regulations. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
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SOURCE Toys"R"Us, Inc.
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