Toys “R” Us – Taj Debtors and Tru Inc. Debtors File Third Amended Plan

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December 12, 2018 – The Taj Debtors and the TRU Inc. Debtors filed a Third Amended Joint Chapter 11 Plan and a related blackline  [Docket No. 5940] reflecting substantial, cumulative changes from the Second Amended Plan filed on September 6, 2018 [Docket No. 4547]
 
The following is an amended summary of classes, claims, voting rights and class treatment of the TRU Inc. Debtors (defined terms are as defined in the Plan):
 
  • Class A1 – (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan.
  • Class A2 – (“Other Priority Claims”) is impaired, deemed to reject and not entitled to vote on the Plan.  Holders shall receive their pro rata share of the TRU Inc. Silo Recovery, if any, after paying in full in cash all Senior Claims.
  • Class A3 – (“Taj Senior Notes Guaranty Claims”) is impaired and entitled to vote on the Plan. The claims shall be allowed in the aggregate principal amount of $582,749,000 and, pursuant  to  the  Global  Settlement  Agreement,  each holder shall be  deemed  to  waive  such  Holder’s  right  to 
    receive any recovery from the TRU Inc. Debtors.
  • Class A4 – (“Propco II Mortgage Loan Guaranty Claims”) is impaired and entitled to vote on the Plan. The Propco II Mortgage Loan Guaranty Claims shall be allowed in the aggregate principal amount of $31,035,540.89 and each Holder shall receive its pro rata share of the TRU Inc. Silo Recovery, if any, after paying in full all Senior Claims and on a pari passu basis with other Allowed Class A3- A8 claims to the extent set forth in the Priority Waterfall.
  • Class A5 – (“Giraffe Junior Mezzanine Loan Guaranty Claims”) is impaired and entitled to vote on the Plan.  The Giraffe Junior Mezzanine Loan Guaranty Claims shall be allowed in the aggregate principal amount of $70,295,816.47 (plus allowed interest, fees and other amounts payable under the Giraffe Junior Mezzanine Loan Agreement) and each Holder shall receive its pro rata share of the TRU Inc. Silo Recovery, if any, after paying in full all Senior Claims and on a pari passu basis with other Allowed Class A3- A8 claims to the extent set forth in the Priority Waterfall.
  • Class A6 – (“7.375% Senior Notes Claims”) is impaired and entitled to vote on the Plan.  The 7.375% Senior Notes Claims shall be Allowed in the aggregate principal amount of $208,340,000, plus Allowed interest, fees and other amounts payable under the 7.375% Senior Notes and each Holder shall receive its pro rata share of the TRU Inc. Silo Recovery, if any, after paying in full all Senior Claims and on a pari passu basis with other Allowed Class A3- A8 claims to the extent set forth in the Priority Waterfall. 
  • Class A7 – (“8.75% Unsecured Notes Claim”) is impaired and entitled to vote on the Plan. The 8.75% Unsecured Notes Claims shall be Allowed in the aggregate principal amount of $21,673,000, plus Allowed interest, fees and other amounts payable under the 8.75% Unsecured Notes and each Holder shall receive its pro rata share of the TRU Inc. Silo Recovery, if any, after paying in full all Senior Claims and on a pari passu basis with other Allowed Class A3- A8 claims to the extent set forth in the Priority Waterfall. 
  • Class A8 – (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. Each Holder shall receive its pro rata share of the TRU Inc. Silo Recovery, if any, after paying in cash all Senior Claims and on a pari passu basis with other Allowed Class A3 – A8 Claims to the extent set forth in the Priority Waterfall; provided however that, for the avoidance of doubt, pursuant to section 3.2(k) of the Settlement Agreement, any Allowed Claims (including Intercompany Claims) held by Toys Delaware shall not participate in or receive any distributions from the Non-Released Claims Trust allocated to creditors of TRU Inc. as set forth therein, provided, further, however, that the treatment of Toys Delaware’s Intercompany Claim against TRU Inc. shall be as set forth in the Global Settlement Agreement.  
  • Class A9 – (“TRU Inc. Debtor Intercompany Claims”) is impaired/unimpaired, deemed to accept/reject and not entitled to vote to accept or reject the Plan. Each TRU Inc. Debtor Intercompany Claim against another TRU Inc. Debtor shall be reinstated or canceled and released, subject to the Global Settlement Agreement. 
  • Class A10 – (“TRU Inc. Intercompany Interests.”) is impaired/unimpaired, deemed to accept/reject and not entitled to vote on the Plan. 
  • Class A11 – (“TRU Inc. Interests.”) is impaired and entitled to vote on the Plan. 
 
The following is the amended summary of classes, claims, voting rights and class treatment of the Taj Debtors (defined terms are as defined in the Plan):
 
  • Class B1 – (“Other Secured Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. 
  • Class B2 – (“Other Priority Claims”) is unimpaired, deemed to accept and not entitled to vote on the Plan. 
  • Class B3 – (“Taj Senior Notes Claims”) is impaired and entitled to vote on the Plan. The Taj Senior Notes Claims shall be allowed in the aggregate principal amount of $582,749,000 (plus Allowed interest, fees and other amounts payable under the Taj Senior Notes Indenture). Each Holder shall receive its pro rata share of: (i) the Liquidation Proceeds, if any, after paying in full all Senior Claims, (ii) the Sale Proceeds, if any, after paying in full all Senior Claims and (iii) the Initial Shares and Subscription Rights.
  • Class B4 – (“General Unsecured Claims”) is impaired and entitled to vote on the Plan. Each holder  shall receive its pro rata share of: (i) the Liquidation Proceeds, if any, after paying in full all Senior Claims and (ii) the Sale Proceeds, if any, after paying in full all Senior Claims. 
  • Class B5 – (“Taj Debtor Intercompany Claims”) is impaired/unimpaired, deemed to accept/reject and not entitled to vote to accept or reject the Plan. 
  • Class B6 – (“Taj Debtor Intercompany Interests) is impaired/unimpaired, deemed to accept/reject and not entitled to vote to accept or reject the Plan. 
  • Class B7 – (“Interests in TRU Europe.”) is impaired and entitled to vote on the Plan. Each holder  shall receive its pro rata share of: (i) the Liquidation Proceeds, if any, after paying in full all Senior Claims and (ii) the Sale Proceeds, if any, after paying in full all Senior Claims. 

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