UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2009
Toys “R” Us, Inc.
(Exact name of Registrant as Specified in Charter)
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| Delaware
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1-11609
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22-3260693 |
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| (State or other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
| Incorporation or Organization)
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Identification Number) |
One Geoffrey Way, Wayne, New Jersey 07470
(Address of Principal Executive Offices, including Zip Code)
(973) 617-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 1.01 Entry into a Material Definitive Agreement
On
October 15, 2009, Toys “R” Us, Inc.’s
subsidiaries Toys “R” Us Europe, LLC (“Toys
Europe”) and TRU Australia Holdings, LLC (“Toys
Australia”) and certain of their respective subsidiaries (including
Toys “R” Us (UK) Limited and other European and Australian affiliates) entered into a Syndicated
Facility Agreement (the “Credit Facility”) with Deutsche Bank AG New York Branch, as Administrative
Agent and Security Agent, Deutsche Bank AG, London Branch, as Facility Agent, Deutsche Bank AG New
York Branch and Bank of America, N.A., as Co-Collateral Agents, and the other lenders party
thereto, including Goldman Sachs Bank (Europe) PLC and Citibank, N.A. In connection with entering
into the Credit Facility, Toys Europe repaid the entire outstanding balance of approximately
£54 million under its existing £95 million/€145
million multi-currency revolving credit facilities, which were terminated.
The Credit Facility provides for a three-year £112 million senior secured asset-based revolving
credit facility. Borrowings under the Credit Facility are subject, among
other things, to the terms of a borrowing base derived from the value of eligible inventory and
eligible accounts receivable of certain of Toys Europe’s and
Toys Australia’s subsidiaries.
The terms
of the Credit Facility include a customary cash dominion trigger
requiring the cash of certain of Toys Europe’s and Toys
Australia’s subsidiaries to be applied to pay down outstanding
loans if availability falls below
certain thresholds. The Credit Facility also contains a springing fixed charge
coverage ratio of 1.10 to 1.00 based on the EBITDA and fixed charges
of Toys Europe, Toys Australia and their subsidiaries.
Loans under the Credit Facility shall bear interest at a rate based on LIBOR/EURIBOR plus a margin
of 4.00% for the first year and thereafter 3.75%, 4.00% or 4.25% depending on availability. A
commitment fee accrues on any unused portion of the commitments at a rate per annum also based on
usage.
Borrowings under the Credit Facility are guaranteed to the extent legally possible and practicable
by Toys Europe, Toys Australia and certain of their material subsidiaries. Borrowings
are secured by substantially all assets of Toys Europe, Toys Australia and the UK and Australian
Obligors, as well as by share pledges over the shares of (and certain assets of) other material
subsidiaries. The Credit Facility contains covenants that, among other things, restrict the
ability of Toys Europe and Toys Australia and their respective subsidiaries to incur certain
additional indebtedness, create or permit liens on assets, repurchase or pay dividends or make
certain other restricted payments on capital stock, make acquisitions and investments or engage in
mergers or consolidations. If an event of default shall occur and be continuing, the commitments
under the Credit Facility may be terminated and the principal amount outstanding thereunder,
together with all accrued unpaid interest and other amounts owed, may be declared immediately due
and payable.
The foregoing description of the Credit Facility is qualified in its entirety by the Credit
Facility, a copy of which is filed as Exhibit 10.1 to this report and is incorporated into this
Item 1.01 by reference.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
On October 15, 2009, Toys Europe and Toys Australia entered into the Credit Facility, as more fully
described in Item 1.01 of this report.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
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Exhibit 10.1
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Syndicated Facility Agreement, dated as of October 15, 2009,
among Toys “R” Us Europe, LLC, TRU Australia Holdings, LLC,
Toys “R” Us (UK) Limited, Toys “R” Us Limited, Toys “R” Us
(Australia) Pty Ltd, Toys “R” Us GmbH, Toys “R” Us SARL, Toys
“R” Us Iberia, S.A., the other Obligors party thereto from
time to time, the Lenders party thereto from time to time,
Deutsche Bank AG New York Branch, as Administrative Agent and
Security Agent, Deutsche Bank AG, London Branch, as Facility
Agent, and Deutsche Bank AG New York Branch and Bank of
America, N.A., as Co-Collateral Agents. |
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Exhibit 99.1
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Press Release of Toys “R” Us, Inc. dated October 16, 2009. |