The Firm represented Toys “R” Us Property Company II, LLC (“Toys Propco II”) in connection with its Rule 144A and Regulation S offering of $725 million aggregate principal amount of 8.50% Senior Secured Notes due 2017 (“Notes”). Toys Propco II is an indirect wholly-owned property subsidiary of Toys “R” Us, Inc. (“TRU”). The offering involved an operating company/property company structure whereby Toys Propco II leases properties on a long term basis to Toys “R” Us – Delaware, Inc, the operating entity for TRU’s North American businesses. The Notes were secured by first priority security interests in all of the existing and future real estate properties of Toys Propco II and its interest in the lease. The offering of the Notes closed on November 20, 2009.
Toys “R” Us, Inc. is the world's leading dedicated toy and baby products retailer. TRU is owned by an investment group consisting of entities advised by or affiliated with Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co., L.P., Vornado Realty Trust and GB Holdings I, LLC, an affiliate of Gordon Brothers.
The Simpson Thacher team for this transaction included Michael Nathan, Kirsten Davis, Maria Rocha Barros and James Doyle (Capital Markets), Ari Stavsky, Bryan Herzbach and Eric Berry (Real Estate), James Cross, Christopher Bell and Jackie Kahng (Credit), Steven Todrys and Jennifer Klein (Tax), Jeanne Annarumma and Eric Sarabia (Executive Compensation and Employee Benefits), Michael Isby (Environmental), Lori Lesser, Marcela Robledo and Katherine Sholly (Intellectual Property). Paralegal Karla Johnson provided valuable assistance.