Toys"R"Us Announces Valid Tender Of 76% Of 2017 Notes And 47% Of 2018 Notes By The Early Tender Date For The Previously Announced Private Exchange Offers By TRU Taj LLC
THE COMPANY ALSO ANNOUNCES THE EXTENSION OF EARLY TENDER DATE FOR THE PREVIOUSLY ANNOUNCED PRIVATE EXCHANGE OFFERS BY TRU TAJ LLC FOR OUTSTANDING 10.375% SENIOR NOTES DUE 2017 AND 7.375% SENIOR NOTES DUE 2018
WAYNE, N.J., July 27, 2016 /PRNewswire/ -- Toys"R"Us, Inc. (the "Company") today announced that as of 5:00 p.m., New York City time, on July 26, 2016 (the "Original Early Tender Date"), $341,923,000 in aggregate principal amount (or 75.98% of the outstanding amount) of the Company's 10.375% senior notes due 2017 (the "2017 Notes") and $189,576,000 in aggregate principal amount (or 47.39% of the outstanding amount) of the Company's 7.375% senior notes due 2018 (the "2018 Notes" and, collectively with the 2017 Notes, the "Senior Notes") had been validly tendered (and not withdrawn) in the previously announced private offers (the "Exchange Offers") by TRU Taj LLC (the "Issuer") to exchange Senior Notes for the Issuer's newly issued 12%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. Eligible Holders (as defined below) elected the Notes and Cash Option (as defined in the Offering Memorandum) with respect to $209,097,000 in aggregate principal amount of the 2017 Notes that were validly tendered (and not withdrawn).
The Company also announced that it has extended the Early Tender Date for the Exchange Offers to 11:59 p.m., New York City time, on August 9, 2016 (such time and date, as the same may be further extended, the "Early Tender Date"). As a result of the extension of the Early Tender Date, Eligible Holders who did not previously tender their Senior Notes will have the opportunity to tender their Senior Notes until the Early Tender Date and, to the extent such Senior Notes are accepted for exchange, to receive the "Total Consideration" described in the Offering Memorandum (as defined below). The withdrawal deadline expired at 5:00 p.m., New York City time, on July 26, 2016 (the "Withdrawal Deadline"). The Withdrawal Deadline will not be extended. Accordingly, Eligible Holders may no longer withdraw their tendered Senior Notes. The Exchange Offers will expire at 11:59 p.m., New York City time, on August 9, 2016 (such time and date, as the same may be extended, the "Expiration Date").
Based on the aggregate principal amount of 2017 Notes tendered as of the Original Early Tender Date, unless there are additional tenders of 2017 Notes such that the aggregate principal amount tendered equals or exceeds 85% of the outstanding 2017 Notes, 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, the Total Consideration of $475 in principal amount of New Secured Notes and $525 in cash.
The maximum aggregate principal amount of 2017 Notes that will be accepted for exchange is $400.0 million (the "2017 Cap"). In the event that the aggregate principal amount of such 2017 Notes properly tendered (and not validly withdrawn) exceeds the 2017 Cap, the Issuer will accept for exchange only a portion of the 2017 Notes on a pro rata basis among the participating holders of the 2017 Notes. The maximum aggregate principal amount of New Secured Notes that may be issued as consideration for the Exchange Offers will not exceed $575.0 million minus the aggregate principal amount (which may not exceed $50.0 million) of New Secured Notes issued in a separate private placement as financing for a portion of the cash consideration payable in the Exchange Offers (the "Total Cap"). In the event that the aggregate principal amount of New Secured Notes issuable in exchange for Senior Notes properly tendered (and not validly withdrawn) would exceed the Total Cap, the Issuer will reduce acceptance of the 2018 Notes on a pro rata basis among participating holders of the 2018 Notes to the extent necessary to comply with the Total Cap. As of the date of this announcement, the aggregate amount of 2017 Notes validly tendered does not exceed the 2017 Cap, and the aggregate amount of Senior Notes validly tendered would not result in the issuance of New Secured Notes in excess of the Total Cap.
The Exchange Offers are being 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") and the related letter of transmittal (the "Letter of Transmittal"). Other than the extension of the Early Tender Date as described above, the terms of the Exchange Offers as described in the Offering Memorandum and the Letter of Transmittal remain unchanged.
Consummation of the Exchange Offers is conditioned upon 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 absence of any breach or termination by the Support Parties of their obligation to tender certain of their Senior Notes in the Exchange Offers, (ii) the consummation of certain reorganization transactions, as described in the Offering Memorandum, prior to or substantially concurrently with the consummation of the Exchange Offers, (iii) entry into an intercreditor agreement providing for the collateral and guarantee arrangements described in the Offering Memorandum and (iv) 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.
The Exchange Offers are being made, and the New Secured Notes are being offered and issued, in private transactions only to holders of the Senior Notes who certify they (i) are "qualified institutional buyers," or (ii) not "U.S. persons," as such terms are defined under the Securities Act of 1933, as amended (the "Securities Act") (such eligible holders are referred to herein as "Eligible Holders"). The Exchange Offers are being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the Offering Memorandum and the Letter of Transmittal. Only holders who have certified their status as "qualified institutional buyers" or non-"U.S. persons," each as defined under the Securities Act, may receive copies of the Offering Memorandum and Letter of Transmittal and participate in the Exchange Offers. Holders wishing to certify that they are Eligible Holders and be eligible to receive a copy of the Offering Memorandum and Letter of Transmittal, should go to www.dfking.com/toysrus and complete the eligibility form or contact the Information and Exchange Agent for the Exchange Offers, D.F. King & Co., Inc., at (877) 478-5044 (Toll-Free), (212) 269-5550 (Banks and Brokers) or via email at [email protected].
The Issuer has engaged Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, to act as the joint dealer managers in connection with the Exchange Offers. Questions regarding the terms of the Exchange Offers may be directed to Goldman, Sachs & Co., at (800) 828-3182 (U.S. toll free) and (212) 902-6595 (collect).
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. 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.
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.