Toys "R" Us, Inc. Announces Offering by a Property Subsidiary of Senior Notes Due 2017

* Reuters is not responsible for the content in this press release.

Mon Nov 9, 2009 7:37am EST

WAYNE, N.J.--(Business Wire)--
Toys "R" Us, Inc. announced today that one of its indirect wholly-owned
subsidiaries, Giraffe Properties, LLC, which is an indirect wholly owned
subsidiary of Toys-Delaware and will be renamed Toys "R" Us Property Company II,
LLC (the "Issuer"), intends to offer, subject to market and other conditions,
$650 million aggregate principal amount of senior secured notes due 2017. The
Issuer intends to use the cash proceeds from the offering of the notes, together
with cash on hand, to repay the Issuer`s existing $600 million senior secured
real estate loan and security agreement and related mezzanine loans. In
addition, in connection with the offering and the related transactions, MPO
Properties, LLC, (MPO), an indirect wholly-owned subsidiary of Toys "R" Us,
Inc., will repay its $200 million senior secured real estate loan and security
agreement and related mezzanine loans. The notes will be secured by first
priority security interests in all of the real estate properties of the Issuer.
The notes are solely the obligation of the Issuer and are not guaranteed by Toys
"R" Us, Inc. or Toys "R" Us - Delaware, Inc. 

The notes will be offered only to qualified institutional buyers in reliance on
the exemption from registration set forth in Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and outside the United States to
non-U.S. persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The notes have not been registered under
the Securities Act, or the securities laws of any state or other jurisdiction,
and may not be offered or sold in the United States without registration or an
applicable exemption from the Securities Act. This release does not constitute
an offer to sell or the solicitation of an offer to buy the notes. 

Forward-Looking Statements

Except for historical information contained herein, the statements in this
release are forward-looking. These statements are subject to risks,
uncertainties, and other factors, including among others, competition in the
retail industry, seasonality in Toys "R" Us, Inc.`s business, changes in
consumer preferences and consumer spending patterns, product safety issues
including product recalls, general economic conditions in the United States and
internationally, the Issuer`s, and Toy "R" Us Inc.`s ability to implement their
strategy, their respective substantial level of indebtedness and related
debt-service obligations, restrictions imposed by covenants in the Issuer`s and
Toys "R" Us Inc.`s respective debt agreements, availability of adequate
financing, changes in laws that impact the business of the Issuer, and Toys "R"
Us Inc., dependence on key vendors for Toys "R" Us, Inc.`s merchandise, domestic
and international events affecting the delivery of toys and other products to
Toys "R" Us, Inc.`s stores, and economic, political and other developments
associated with Toys "R" Us, Inc.`s international operations. Risks associated
with forward-looking statements are more fully described in Toys "R" Us, Inc.`s
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the date they were made, and neither the Issuer nor Toys "R"
Us, Inc. undertake the obligation to update these statements in light of
subsequent events or developments.

Toys"R"Us, Inc.
Kathleen Waugh, 973-617-5888 



Copyright Business Wire 2009

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.