Case KLP Doc 4571 Filed 09/06/18 Entered 09/06/18 16:45:51 Desc Main Document Page 1 of 224

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1 Document Page 1 of 224 Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice) 601 Lexington Avenue KIRKLAND & ELLIS LLP New York, New York KIRKLAND & ELLIS INTERNATIONAL LLP Telephone: (212) North LaSalle Facsimile: (212) Chicago, Illinois Telephone: (312) and- Facsimile: (312) Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia Telephone: (804) Facsimile: (804) Co-Counsel to the Debtors and Debtors in Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) TOYS R US, INC., et al., 1 ) Case No (KLP) ) Debtors. ) (Jointly Administered) ) ORDER (I) APPROVING THE ADEQUACY OF THE DISCLOSURE STATEMENT, (II) APPROVING THE SOLICITATION AND NOTICE PROCEDURES WITH RESPECT TO CONFIRMATION OF THE DEBTORS PROPOSED CHAPTER 11 PLANS, (III) APPROVING THE FORMS OF BALLOTS AND NOTICES IN CONNECTION THEREWITH, (IV) SCHEDULING CERTAIN DATES WITH RESPECT THERETO, AND (V) GRANTING RELATED RELIEF 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket 78]. The location of the Debtors service address is One Geoffrey Way, Wayne, New Jersey

2 Document Page 2 of 224 Upon the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) for entry of an order (this Order ), pursuant to sections 105, 363, 1125, 1126, and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3016, 3017, 3018, 3020 and Rules and of the Bankruptcy Local Rules for the Eastern District of Virginia (the Local Bankruptcy Rules ), approving (a) the adequacy of the Disclosure Statement for the Second Amended Chapter 11 Plans of the Toys Delaware Debtors and Geoffrey Debtors (the Disclosure Statement ), (b) the Solicitation and Voting Procedures, (c) the Voting Record Date, Solicitation Deadline, and Voting Deadline (d) the manner and form of the Solicitation Packages and the materials contained therein, (e) the Plan Supplement Notice, (f) the Non-Voting Status Notices, (g) the forms of notice to counterparties to Executory Contracts and Unexpired Leases that will be assumed or rejected pursuant to the Plan, (h) the Voting and Tabulation Procedures, and (i) the Plan Objection Deadline, the Confirmation Hearing Date, the Confirmation Hearing Notice, and certain dates and deadlines related thereto, all as more fully set forth in the Motion; and upon the First Day Declarations; and this Bankruptcy Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Reference from the United States District Bankruptcy Court for the Eastern District of Virginia, dated July 10, 1984; and this Bankruptcy Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Bankruptcy Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Bankruptcy Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Bankruptcy Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion. 2

3 Document Page 3 of 224 appropriate under the circumstances and that no other notice need be provided; and this Bankruptcy Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Bankruptcy Court (the Hearing ); and this Bankruptcy Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Bankruptcy Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Motion is granted as set forth in this Order. I. Approval of the Disclosure Statement. 2. The Disclosure Statement, attached hereto as Schedule 1, is hereby approved as providing Holders of Claims and Interests entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code. 3. The Disclosure Statement (including all applicable exhibits thereto) provides Holders of Claims and Interests and other parties in interest with sufficient notice of the injunction, exculpation, and release provisions contained in Article VIII of the Plan, in satisfaction of the requirements of Bankruptcy Rule 3016(c). II. Approval of the Solicitation and Voting Procedures. 4. The Debtors are authorized to solicit, receive, and tabulate votes to accept the Plan in accordance with the Solicitation and Voting Procedures attached hereto as Schedule 2, which are hereby approved in their entirety. 3

4 Document Page 4 of 224 III. Approval of the Materials and Timeline for Soliciting Votes and the Procedures for Confirming the Plan. A. Approval of Certain Dates and Deadlines with Respect to the Plan and Disclosure Statement. 5. The following dates are hereby established (subject to modification as necessary) with respect to the solicitation of votes to accept, and voting on, the Plan as well as filing objections to the Plan and confirming the Plan (all times prevailing Eastern Time): Event Date Disclosure Statement Objection Deadline Disclosure Statement Hearing Date September 4, 2018, at 5:00 p.m., prevailing Eastern Time September 6, 2018, at 11:00 a.m., prevailing Eastern Time Voting Record Date September 6, 2018 Solicitation Deadline September 12, 2018 Publication Deadline September 14, 2018 Voting Deadline October 5, 2018, at 5:00 p.m., prevailing Eastern Time Plan Objection Deadline October 5, 2018, at 5:00 p.m., prevailing Eastern Time Deadline to File Confirmation Brief Deadline to File Voting Report Confirmation Hearing Date October 8, 2018, at 5:00 p.m., prevailing Eastern Time October 8, 2018, at 5:00 p.m., prevailing Eastern Time October 10, 2018, at 1:00 p.m., prevailing Eastern Time B. Approval of the Form and Distribution of Solicitation Packages to Parties Entitled to Vote on the Plan. 6. In addition to the Disclosure Statement and exhibits thereto, including the Plan and this Order (without exhibits, except the Solicitation and Voting Procedures), the Solicitation Packages to be transmitted on or before the Solicitation Deadline to those Holders of Claims and 4

5 Document Page 5 of 224 Interests in the Voting Classes entitled to vote on the Plan as of the Voting Record Date, shall include the following, the form of each of which is hereby approved: a. an appropriate form of Ballot attached hereto as Schedule 3; 3 b. the Cover Letter attached hereto as Schedule 7; and c. the Confirmation Hearing Notice attached hereto as Schedule The Solicitation Packages provide the Holders of Claims and Interests entitled to vote on the Plan with adequate information to make informed decisions with respect to voting on the Plan in accordance with Bankruptcy Rules 2002(b) and 3017(d), the Bankruptcy Code, and the Local Bankruptcy Rules. 8. The Debtors shall distribute Solicitation Packages to all Holders of Claims and Interests entitled to vote on the Plan on or before the Solicitation Deadline. Such service shall satisfy the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules. 9. The Debtors are authorized, but not directed or required, to distribute the Plan, the Disclosure Statement, and this Order to Holders of Claims and Interests entitled to vote on the Plan in electronic format (i.e., on a CD-ROM or flash drive). The Ballots as well as the Cover Letter and the Confirmation Hearing Notice will only be provided in paper form. On or before the Solicitation Deadline, the Debtors shall provide (a) complete Solicitation Packages (excluding the Ballots) to the U.S. Trustee and (b) the Disclosure Statement (and exhibits thereto, including the 3 The Debtors will make every reasonable effort to ensure that any Holder of a Claim or Interest who has filed duplicate Claims against the Debtors (whether against the same or multiple Debtors) that are classified under the Plan in the same Voting Class receives no more than one Solicitation Package (and, therefore, one Ballot) on account of such Claim or Interest and with respect to that Class. 5

6 Document Page 6 of 224 Plan) and Order (both in electronic format), as well as Confirmation Hearing Notice to all parties on the 2002 List as of the Voting Record Date. 10. Any party that receives materials in electronic format but would prefer to receive materials in paper format may contact the Notice and Claims Agent and request paper copies of the corresponding materials previously received in electronic format (to be provided at the Debtors expense). 11. The Notice and Claims Agent, Prime Clerk LLC, is authorized to assist the Debtors in (a) distributing the Solicitation Package, (b) receiving, tabulating, and reporting on Ballots cast to accept or reject the Plan by Holders of Claims against the Debtors, (c) responding to inquiries from Holders of Claims and Interests and other parties in interest relating to the Disclosure Statement, the Plan, the Ballots, the Solicitation Packages, and all other related documents and matters related thereto, including the procedures and requirements for voting to accept or reject the Plan and for objecting to the Plan, (d) soliciting votes on the Plan, (e) if necessary, contacting creditors regarding the Plan, and (f) all other tasks reasonably related to fulfilling their duties and the foregoing. 12. Prime Clerk is also authorized to accept Ballots via electronic online transmission solely through a customized online balloting portal on the Debtors case website. The encrypted ballot data and audit trail created by such electronic submission shall become part of the record of any Ballot submitted in this manner and the creditor s electronic signature will be deemed to be immediately legally valid and effective. C. Approval of the Confirmation Hearing Notice. 13. The Confirmation Hearing Notice, in the form attached hereto as Schedule 8 filed by the Debtors and served upon parties in interest in the Chapter 11 Cases on or before September 7, 2018, constitutes adequate and sufficient notice of the hearings to consider approval 6

7 Document Page 7 of 224 of the Plan, the manner in which a copy of the Plan could be obtained, and the time fixed for filing objections thereto, in satisfaction of the requirements of the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules. The Debtors shall publish the Confirmation Hearing Notice (in a format modified for publication) one time within three (3) days following the Solicitation Deadline in the USA Today (national edition), and the Richmond Times-Dispatch. D. Approval of Notice of Filing of the Plan Supplement. 14. The Debtors are authorized to send notice of the filing of the Plan Supplement, which will be filed and served no later than ten (10) business days prior to the Voting Deadline, substantially in the form attached hereto as Schedule 9. E. Approval of the Form of Notices to Non-Voting Classes. 15. Except to the extent the Debtors determine otherwise, the Debtors are not required to provide Solicitation Packages to Holders of Claims or Interests in Non-Voting Classes, as such Holders are not entitled to vote on the Plan. Instead, on or before the Solicitation Deadline, the Notice and Claims Agent shall mail (first-class postage prepaid) a Non-Voting Status Notice, the form of each of which is hereby approved, to those parties, outlined below, who are not entitled to vote on the Plan: Classes Status Treatment A1, A3, and B1 Unimpaired Conclusively Presumed to Accept A2, A6, B2, and B4 Impaired Deemed to Reject Will receive a notice, substantially in the form attached to the Order as Schedule 4 Will receive a notice, substantially in the form attached to the Order as Schedule 5 7

8 Document Page 8 of 224 Classes Status Treatment N/A Disputed Claims Holders of Claims that are subject to a pending objection by the Debtors are not entitled to vote the disputed portion of their Claim, unless such claimant timely files a motion seeking relief to allow such Claim or Interest for voting purposes only, which motion must be filed so as to be heard on or before the Voting Deadline, and the Court does not order otherwise. As such, Holders of such Claims will receive a notice, substantially in the form attached to the Order as Schedule 6 (which notice shall be served together with such objection). 16. The Debtors are not required to mail Solicitation Packages or other solicitation materials to: (a) Holders of Claims that have already been paid in full during the Chapter 11 Cases or that are authorized to be paid in full in the ordinary course of business pursuant to an order previously entered by this Bankruptcy Court; or (b) any party to whom the Disclosure Statement Hearing Notice was sent but was subsequently returned as undeliverable. F. Approval of Notices to Contract and Lease Counterparties. 17. The Debtors are authorized to mail a notice of any Executory Contracts or Unexpired Leases (and any corresponding Cure Obligations) that will be assumed or rejected pursuant to the Plan, in the forms attached hereto as Schedule 10 and Schedule 11 to the applicable counterparties to Executory Contracts and Unexpired Leases that will be assumed or rejected pursuant to the Plan (as the case may be), within the time periods specified in the Plan. G. Approval of the Procedures for Filing Objections to the Plan. 18. Objections to the Plan will not be considered by the Bankruptcy Court unless such objections are timely filed and properly served in accordance with this Order. Specifically, all objections to confirmation of the Plan or requests for modifications to the Plan, if any, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) state, with particularity, 8

9 Document Page 9 of 224 the legal and factual basis for the objection and, if practicable, a proposed modification to the Plan (or related materials) that would resolve such objection; and (d) be filed with the Bankruptcy Court by the Plan Objection Deadline (contemporaneously with a proof of service) and served upon the notice parties identified in the Confirmation Hearing Notice. IV. Miscellaneous. 19. The Debtors reserve the right to alter, amend, and/or modify the Disclosure Statement, Disclosure Statement Hearing Notice, Plan, Confirmation Hearing Notice, Solicitation Packages, Non-Voting Status Notices, Ballots, Publication Notice, Cover Letter, Solicitation and Voting Procedures, Plan Supplement Notice, Assumption and Rejection Notices, Voting and Tabulation Procedures, without further order of the Bankruptcy Court, in accordance with Article IX of the Plan, section 1127 of the Bankruptcy Code, and Bankruptcy Rule 3019, including the right to withdraw the Plan as to an individual Debtor at any time before the Confirmation Date. 20. Notwithstanding anything to the contrary in the Settlement Agreement or prior order of the Bankruptcy Court, the identity of the Non-Released Claims Trust Manager and the members of the Non-Released Claims Trust Oversight Committee shall be identified as part of the Plan Supplement. 21. Nothing in this Order shall be construed as a waiver of the right of the Debtors or any other party in interest, as applicable, to object to a proof of claim after the Voting Record Date. 22. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 23. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b). 24. The requirement under Local Bankruptcy Rule (G) to file a memorandum of law in connection with the Motion is waived. 9

10 Document Page 10 of Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such notice. 26. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. 27. To the extent any of the deadlines set forth in this Order do not comply with the Bankruptcy Rules or the Local Rules, such rules are waived and the terms of this Order shall govern. 28. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 29. This Bankruptcy Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Sep Dated: Richmond, Virginia /s/ Keith L. Phillips UNITED STATES BANKRUPTCY JUDGE Entered on Docket: Sep

11 Document Page 11 of 224 WE ASK FOR THIS: /s/ Jeremy S. Williams Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia Telephone: (804) Facsimile: (804) and - Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) and - James H.M. Sprayregen, P.C. Anup Sathy, P.C. Chad J. Husnick, P.C. (admitted pro hac vice) Emily E. Geier (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) Co-Counsel to the Debtors and Debtors in Possession CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE (C) Pursuant to Local Bankruptcy Rule (C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties. /s/ Jeremy S. Williams

12 Document Page 12 of 224 Schedule 1 Disclosure Statement

13 Document Page 13 of 224 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION ) In re: ) Chapter 11 ) TOYS R US, INC., et al., 1 ) Case No (KLP) ) Debtors. ) (Jointly Administered) ) DISCLOSURE STATEMENT FOR THE SECOND AMENDED CHAPTER 11 PLANS OF THE TOYS DELAWARE DEBTORS AND GEOFFREY DEBTORS THIS IS NOT A SOLICITATION OF AN ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THE COURT HAS APPROVED THIS DISCLOSURE STATEMENT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE COURT. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES. Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP Emily E. Geier (admitted pro hac vice) 601 Lexington Avenue KIRKLAND & ELLIS LLP New York, New York KIRKLAND & ELLIS INTERNATIONAL LLP Telephone: (212) North LaSalle Facsimile: (212) Chicago, Illinois Telephone: (312) and- Facsimile: (312) Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia Telephone: (804) Facsimile: (804) Co-Counsel to Debtors and Debtors in Possession 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The location of the Debtors service address is One Geoffrey Way, Wayne, New Jersey KE

14 Document Page 14 of 224 Steven J. Reisman (admitted pro hac vice) Donald C. Schultz (VA 30531) Shaya Rochester (admitted pro hac vice) David C. Hartnett (VA 80452) KATTEN MUCHIN ROSENMAN LLP CRENSHAW, WARE & MARTIN, PLC 575 Madison Avenue 150 West Main Street, Suite 1500 New York, New York Norfolk, Virginia Telephone: (212) Telephone: (757) Facsimile: (212) Facsimile: (757) Co-counsel to Debtor and Debtor in Possession Toys R Us Delaware, Inc. James L. Bromley (admitted pro hac vice) Paul K. Campsen (VA 18133) Luke A. Barefoot (admitted pro hac vice) Dennis T. Lewandowski (VA 22232) CLEARY GOTTLIEB STEEN & HAMILTON LLP KAUFMAN & CANOLES One Liberty Plaza 150 West Main Street, Suite 2100 New York, New York Norfolk, Virginia Telephone: (212) Telephone: (757) Facsimile: (212) Facsimile: (888) Co-counsel to Debtors and Debtors in Possession Geoffrey LLC and Geoffrey Holdings, LLC Dated: September 5, 2018 KE (i)

15 Document Page 15 of 224 THE DEBTORS ARE PROVIDING THE INFORMATION IN THIS DISCLOSURE STATEMENT TO HOLDERS OF CLAIMS AND INTERESTS FOR THE PURPOSE OF SOLICITING VOTES TO ACCEPT OR REJECT THE SECOND AMENDED CHAPTER 11 PLANS OF THE TOYS DELAWARE DEBTORS AND GEOFFREY DEBTORS (EACH PLAN COLLECTIVELY, THE PLAN ). 2 NOTHING IN THIS DISCLOSURE STATEMENT MAY BE RELIED UPON OR USED BY ANY ENTITY FOR ANY OTHER PURPOSE. EACH HOLDER ENTITLED TO VOTE SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION IN THIS DISCLOSURE STATEMENT, INCLUDING THE RISK FACTORS DESCRIBED IN ARTICLE VII HEREIN, BEFORE DECIDING WHETHER TO VOTE FOR OR AGAINST THE PLAN. THE DEBTORS, THE AD HOC GROUP OF B-4 LENDERS, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (THE CREDITORS COMMITTEE ), THE AD HOC GROUP OF POSTPETITION VENDOR ADMINISTRATIVE CLAIMANTS (THE AD HOC VENDOR GROUP ), NEXBANK SSB (THE TERM DIP FACILITY AGENT ), BANK OF AMERICA, N.A. (THE PREPETITION TERM LOAN AGENT ), AND EACH OF BAIN CAPITAL PRIVATE EQUITY, LP, KOHLBERG KRAVIS ROBERTS & CO. L.P., AND VORNADO REALTY TRUST IN THEIR CAPACITY AS EQUITY OWNERS OF TOYS R US, INC. (COLLECTIVELY, THE SPONSORS ) SUPPORT THE PLAN. ALL SUCH PARTIES URGE HOLDERS OF CLAIMS AND INTERESTS WHOSE VOTES ARE BEING SOLICITED TO ACCEPT THE PLAN. THE DEBTORS URGE EACH HOLDER OF A CLAIM OR INTEREST TO CONSULT WITH ITS OWN ADVISORS WITH RESPECT TO ANY LEGAL, FINANCIAL, SECURITIES, TAX, OR BUSINESS ADVICE IN REVIEWING THIS DISCLOSURE STATEMENT, THE PLAN, AND THE PROPOSED TRANSACTIONS CONTEMPLATED THEREBY. FURTHERMORE, THE BANKRUPTCY COURT S APPROVAL OF THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE THE BANKRUPTCY COURT S APPROVAL OF THE PLAN. THIS DISCLOSURE STATEMENT CONTAINS, AMONG OTHER THINGS, SUMMARIES OF THE PLAN, CERTAIN STATUTORY PROVISIONS, AND CERTAIN EVENTS IN THE DEBTORS CHAPTER 11 CASES, AND ATTACHED HERETO OR INCORPORATED BY REFERENCE HEREIN ARE CERTAIN DOCUMENTS RELATED TO THE PLAN. ALTHOUGH THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE, THESE SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS OR EVERY DETAIL OF SUCH EVENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN OR ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE, THE PLAN OR SUCH OTHER DOCUMENTS WILL GOVERN FOR ALL PURPOSES. FACTUAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS MANAGEMENT EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS DO NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED HEREIN OR ATTACHED HERETO IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH BANKRUPTCY CODE SECTION 1125 AND BANKRUPTCY RULE 3016(B) AND IS NOT NECESSARILY PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER SIMILAR LAWS. THIS DISCLOSURE STATEMENT WAS NOT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE AUTHORITY, AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE AUTHORITY HAVE PASSED UPON THIS DISCLOSURE STATEMENT S ACCURACY OR ADEQUACY OR UPON THE PLAN S MERITS. IN PREPARING THIS DISCLOSURE STATEMENT, THE DEBTORS RELIED ON FINANCIAL DATA 2 Capitalized terms used but not otherwise defined herein shall have the same meaning ascribed to such terms in the Plan. KE (ii)

16 Document Page 16 of 224 DERIVED FROM THE DEBTORS BOOKS AND RECORDS AND ON VARIOUS ASSUMPTIONS REGARDING THE DEBTORS BUSINESSES. WHILE THE DEBTORS BELIEVE THAT SUCH FINANCIAL INFORMATION FAIRLY REFLECTS THE FINANCIAL CONDITION OF THE DEBTORS AS OF THE DATE HEREOF AND THAT THE ASSUMPTIONS REGARDING FUTURE EVENTS REFLECT REASONABLE BUSINESS JUDGMENTS, NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OF THE FINANCIAL INFORMATION CONTAINED HEREIN OR ASSUMPTIONS REGARDING THE DEBTORS BUSINESSES AND THEIR FUTURE RESULTS AND OPERATIONS. THE DEBTORS EXPRESSLY CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD LOOKING STATEMENTS CONTAINED HEREIN. THE DEBTORS MAKE STATEMENTS IN THIS DISCLOSURE STATEMENT THAT ARE CONSIDERED FORWARD-LOOKING STATEMENTS UNDER THE FEDERAL SECURITIES LAWS. THE DEBTORS CONSIDER ALL STATEMENTS REGARDING ANTICIPATED OR FUTURE MATTERS, INCLUDING THE FOLLOWING, TO BE FORWARD-LOOKING STATEMENTS: BUSINESS STRATEGY; FINANCIAL CONDITION, REVENUES, CASH FLOWS, AND EXPENSES; LEVELS OF INDEBTEDNESS, LIQUIDITY, AND COMPLIANCE WITH DEBT COVENANTS; FINANCIAL STRATEGY, BUDGET, AND OPERATING RESULTS; SUCCESSFUL RESULTS FROM THE DEBTORS OPERATIONS; GENERAL ECONOMIC AND BUSINESS CONDITIONS; COUNTERPARTY CREDIT RISK; THE OUTCOME OF PENDING AND FUTURE LITIGATION; UNCERTAINTY REGARDING THE DEBTORS FUTURE OPERATING RESULTS; AND PLANS, OBJECTIVES, AND EXPECTATIONS. STATEMENTS CONCERNING THESE AND OTHER MATTERS ARE NOT GUARANTEES OF THE DEBTORS FUTURE PERFORMANCE. SUCH STATEMENTS REPRESENT THE DEBTORS ESTIMATES AND ASSUMPTIONS ONLY AS OF THE DATE HEREOF, UNLESS OTHERWISE SPECIFICALLY NOTED. THERE ARE RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE DEBTORS ACTUAL PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM THOSE THEY MAY PROJECT. ALTHOUGH THE DEBTORS MAY SUBSEQUENTLY UPDATE THE INFORMATION IN THIS DISCLOSURE STATEMENT, THE DEBTORS HAVE NO AFFIRMATIVE DUTY TO DO SO AND EXPRESSLY DISCLAIM ANY DUTY TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE. HOLDERS OF CLAIMS OR INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER THAT, AT THE TIME OF THEIR REVIEW, THE FACTS SET FORTH HEREIN HAVE NOT CHANGED SINCE THIS DISCLOSURE STATEMENT WAS FILED. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION, MODIFICATION, OR AMENDMENT. THE DEBTORS RESERVE THE RIGHT TO FILE AN AMENDED OR MODIFIED PLAN AND RELATED DISCLOSURE STATEMENT FROM TIME TO TIME, SUBJECT TO THE TERMS OF THE PLAN. KE (iii)

17 Document Page 17 of 224 THE DEBTORS HAVE SOUGHT TO ENSURE THE ACCURACY OF THE FINANCIAL INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT; HOWEVER, THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR INCORPORATED BY REFERENCE HEREIN HAS NOT BEEN AND WILL NOT BE AUDITED OR REVIEWED BY THE DEBTORS INDEPENDENT AUDITORS UNLESS EXPLICITLY PROVIDED OTHERWISE. THE DEBTORS HAVE NOT AUTHORIZED ANY ENTITY TO GIVE ANY INFORMATION ABOUT OR CONCERNING THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. THE DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT. THE PLAN S CONFIRMATION AND EFFECTIVENESS ARE SUBJECT TO CERTAIN MATERIAL CONDITIONS PRECEDENT, WHICH ARE SET FORTH IN ARTICLE VIII OF THE PLAN. THERE IS NO ASSURANCE THAT THE PLAN WILL BE CONFIRMED OR, IF CONFIRMED, THAT THE CONDITIONS REQUIRED TO BE SATISFIED FOR THE PLAN TO GO EFFECTIVE WILL BE SATISFIED OR WAIVED. IF THE COURT CONFIRMS THE PLAN AND THE EFFECTIVE DATE OCCURS, ALL HOLDERS OF CLAIMS AND INTERESTS, INCLUDING THOSE HOLDERS OF CLAIMS WHO DO NOT SUBMIT BALLOTS TO ACCEPT OR REJECT THE PLAN, WHO VOTE TO REJECT THE PLAN, OR WHO ARE NOT ENTITLED TO VOTE ON THE PLAN, WILL BE BOUND BY THE TERMS OF THE PLAN AND THE RESTRUCTURING TRANSACTIONS CONTEMPLATED THEREBY. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN ADMISSION OF FACT, LIABILITY, STIPULATION, OR WAIVER. THE DEBTORS MAY SEEK TO INVESTIGATE, FILE, AND PROSECUTE CLAIMS AND MAY OBJECT TO CLAIMS AFTER THE CONFIRMATION OR EFFECTIVE DATE OF THE PLAN IRRESPECTIVE OF WHETHER THIS DISCLOSURE STATEMENT IDENTIFIES ANY SUCH CLAIMS OR OBJECTIONS TO CLAIMS.. KE (iv)

18 Document Page 18 of 224 TABLE OF CONTENTS ARTICLE I. INTRODUCTION...8 A. Preliminary Statement...8 B. Questions and Answers Regarding this Disclosure Statement and the Plan...10 ARTICLE II. THE DEBTORS BACKGROUND...23 A. The Debtors Business...23 B. Summary of Prepetition Capital Structure...26 C. Events Leading to the Chapter 11 Cases...29 ARTICLE III. EVENTS OF THE CHAPTER 11 CASES...30 A. First Day Pleadings and Other Case Matters...30 B. The Debtors Restructuring Efforts...36 ARTICLE IV. SUMMARY OF THE PLAN...40 A. Administrative Claims...40 B. Accrued Professional Compensation Claims...41 C. Priority Tax Claims...43 D. Classification and Treatment of Claims and Interests Under the Plan...43 E. Means for Implementation of the Plan...44 F. Cancellation of Securities and Agreements...45 G. Settlement...46 H. Transition Services...46 I. Corporate Action...46 J. Section 1145 Exemption...47 K. Wind-Down and Dissolution of the Toys Delaware Debtors...49 L. Settlement, Release, Injunction, and Related Provisions...50 M. Miscellaneous Provisions...54 ARTICLE V. VOTING AND CONFIRMATION...58 A. Class Entitled to Vote on the Plan...58 B. Votes Required for Acceptance by a Class...58 C. Certain Factors to Be Considered Prior to Voting...58 D. Solicitation Procedures...58 E. Voting Procedures...59 ARTICLE VI. STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN...61 A. Confirmation Hearing...61 B. Confirmation Standards...62 C. Acceptance by Impaired Classes...63 D. Alternative Plans...63 E. Acceptance by Impaired Classes...63 F. Confirmation Without Acceptance by All Impaired Classes...64 ARTICLE VII. CERTAIN RISK FACTORS TO BE CONSIDERED PRIOR TO VOTING...65 A. Bankruptcy Law Considerations...65 B. Risk Related to Recoveries Under the Plan...68 C. Disclosure Statement Disclaimer...69 D. Liquidation Under Chapter ARTICLE VIII. IMPORTANT SECURITIES LAW DISCLOSURE...70 A. No Registration or Listing...71 ARTICLE IX. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES...71 KE (v)

19 Document Page 19 of 224 A. Certain U.S. Federal Income Tax Consequences to the Debtors...72 B. Certain U.S. Federal Income Tax Consequences of the Plan to U.S. Holders of Allowed Claims Entitled to Vote...74 C. Liquidating Trust Treatment...75 D. Disputed Ownership Fund Treatment...76 E. Certain U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of Consideration Received Under the Plan F. Certain U.S. Federal Income Tax Consequences of the Plan and Owning or Disposing of Consideration Received Under the Plan to Non-U.S. Holders of Claims Entitled to Vote...78 G. Information Reporting and Backup Withholding...80 H. FATCA...80 ARTICLE X. RECOMMENDATION OF THE DEBTORS...81 KE (vi)

20 Document Page 20 of 224 EXHIBITS EXHIBIT A Second Amended Chapter 11 Plans of the Toys Delaware Debtors and Geoffrey Debtors (vii) KE

21 Document Page 21 of 224 ARTICLE I. INTRODUCTION Toys R Us-Delaware, Inc. ( Toys Delaware ) and certain Toys Delaware affiliates (collectively, Toys Delaware Debtors ) 3 and Geoffrey Holdings, LLC ( Geoffrey ) and Geoffrey s subsidiaries (collectively, the Geoffrey Debtors ), 4 as debtors and debtors in possession, (the Toys Delaware Debtors and Geoffrey Debtors, collectively, the Debtors ) submit this disclosure statement (the Disclosure Statement ) pursuant to section 1125 of the Bankruptcy Code to Holders of Claims and Interests against the Debtors in connection with soliciting votes to accept the amended Plan dated September 5, A copy of the Plan is attached hereto as Exhibit A. The Plan constitutes a separate chapter 11 plan for each Debtor and derives from a settlement agreement that was extensively negotiated in good faith and at arm s-length between the Debtors and certain stakeholders. If consummated, the Plan will distribute the proceeds derived from the wind-down, dissolution, and liquidation of the Debtors Estates after the Effective Date. The Geoffrey Debtors and the Toys Delaware Debtors separately seek to confirm their respective Plans, and the confirmation of one Plan is not contingent on confirmation of the other. THE DEBTORS BELIEVE THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUE DERIVED FROM THE DEBTORS ESTATES, AND PROVIDE THE BEST RECOVERY TO CLAIM AND INTEREST HOLDERS UNDER THE CIRCUMSTANCES. AT THIS TIME, THE DEBTORS BELIEVE THE PLAN IS THE BEST AVAILABLE ALTERNATIVE FOR COMPLETING THESE CHAPTER 11 CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. A. Preliminary Statement Toys R Us, Inc. (together with its subsidiaries, the Company ) started out as a small, local toy store in Washington D.C. in 1948 and eventually grew to approximately 2,000 operated and licensed stores in 38 countries. Accordingly, the Toys R Us enterprise became one of the most widely recognized brands in the world among children. However, recent macroeconomic trends and changing consumer preferences have caused many retail companies to face financial pressures and operational issues. Specifically, online retailers obtained a competitive edge over those with expansive brick-and-mortar footprints, such as Toys R Us. The Company has struggled to compete in the new marketplace and, in addition, faced certain challenges with its supply-chain and online presence. These and other issues eventually led to the Company s inability to procure sufficient liquidity to stabilize its operations leading up to the 2017 holiday season. As a result, Toys Delaware, a direct and wholly-owned subsidiary of Toys R Us, Inc. ( Toys Inc. ), and certain subsidiaries filed voluntarily petitions under title 11 of the United States Code (the Bankruptcy Code ) on September 18, 2017 (the Petition Date ). The Debtors filed for chapter 11 intending to restructure their businesses and continue operating as a going concern. At the outset of these cases, the Debtors secured over $3.1 billion in three separate debtor-in-possession financing facilities (collectively, the DIP Facilities ). This financing allowed the Debtors to begin reopening their global supply chain and positioned the Company to implement its holiday business plan, which historically accounted for approximately 40% of its annual revenue. Ultimately, sales from the holiday season did not meet performance expectations, and the Debtors restructuring efforts were derailed. Several factors contributed to the Debtors performance, including (a) delays and disruptions associated with reopening the supply chain in chapter 11 and during the holiday season, (b) competitors pricing toys at low-margins or as loss-leaders to drive store traffic, which undermined the Company s pricing structure, (c) a greater than expected decline in toy and gift card sales and baby gift registries after the Petition Date, 3 The Toys Delaware Debtors are Toys Delaware, TRU Guam, LLC, Toys Acquisition, LLC, Giraffe Holdings, LLC, TRU of Puerto Rico, Inc., and TRU-SVC, Inc. 4 The Geoffrey Debtors are Geoffrey, Geoffrey LLC, and Geoffrey International, LLC. KE

22 Document Page 22 of 224 and (d) the Company s inability to offer online prices or shipping on more attractive terms than their competitors. As a result, in early 2018, the Debtors defaulted on certain DIP covenants and certain lenders began imposing reserve restrictions after the U.S. businesses failed to meet revenue expectations, further constraining liquidity. The Debtors projected at that time that they would require significant new liquidity to continue operating through the fall. The Debtors were able to obtain certain waivers through early March 2018 while they negotiated for additional liquidity, but their efforts ultimately proved unsuccessful, and further waivers could not be obtained. On March 14, 2018, the Debtors filed a motion seeking authority to wind-down their U.S. operations, setting forth more fully the events leading up to the U.S. Wind-Down [Docket No. 2050] (the Wind-Down Motion ). The Bankruptcy Court entered an order approving the wind-down of U.S. operations (the U.S. Wind-Down ) on May 22, 2018 [Docket No. 2344] (the Wind-Down Order ). At the hearing on the U.S. Wind-Down Motion and subsequent hearings on proposed amendments to the DIP Facilities, certain creditors and other parties-in-interest, including the Creditors Committee, alleged claims related to the U.S. Wind-Down that would have resulted in lengthy, complex, and expensive litigation regarding the myriad of disputed issues among secured, administrative, and unsecured creditors. On June 14, 2018, after engaging in months-long arm s-length negotiations, the Debtors, the Ad Hoc Group of B-4 Lenders, the Creditors Committee, the Ad Hoc Vendor Group, the Term DIP Facility Agent, the Prepetition Term Loan Agent, the Sponsors, and certain other administrative claimants and lender parties reached an agreement on settlement terms that both resolved and preserved certain claims and causes of action related to the U.S. Wind-Down, among other things. The terms of this agreement were documented in a settlement agreement executed on July 17, 2018 (the Settlement Agreement and, the parties thereto, the Settlement Parties ). A motion seeking to approve the Settlement Agreement was filed on July 17, 2018 [Docket No. 3814] (the Settlement Agreement Motion ). The Settlement Agreement is more fully described in the Settlement Agreement Motion and in Article I.B hereof. The Bankruptcy Court entered an order approving the Settlement Agreement Motion on August 8, [Docket No. 4083] As part of the U.S. Wind-Down, the Debtors shut down their U.S. operations, closing stores and distribution centers, assuming and assigning (or rejecting) their unexpired leases, and establishing processes to sell their other assets, including real property, intellectual property, and joint venture interests. Asset sales for Toys Delaware s leases, stores, real estate joint ventures, and distribution centers are expected to generate approximately $380 million. On April 25, 2018, the Bankruptcy Court approved a sale of Toys Delaware s 100% equity interest in Toys R Us (Canada) Ltd./Toys R Us (Canada) Ltee ( Toys Canada ) to Fairfax Financial Holdings Limited for approximately CAD 300 million. In addition, Toys Delaware and Geoffrey are conducting a process to sell or exclusively license certain U.S. and international intellectual property assets in accordance with the procedures that the Bankruptcy Court has approved [Docket No. 3233; 3601]. 5 The auction for such intellectual property assets is currently scheduled for the end of September, subject to further postponement or cancellation. These, among other value-maximizing transactions, are expected to be completed in the coming months as the Debtors near the end of the U.S. Wind-Down. The Debtors and the Settlement Parties believe that the Settlement Agreement, as embodied in the Plan, maximizes stakeholder recoveries, minimizes risk and uncertainty to all parties, and will bring these Chapter 11 Cases to an appropriate resolution in light of the potential alternatives. Accordingly, the Debtors are seeking the Bankruptcy Court s approval of the Plan. All Holders of Claims and Interests entitled to vote are urged to vote in favor of the Plan and are encouraged to return their ballots to Prime Clerk LLC ( Prime Clerk or the Solicitation Agent ) or electronically submit them online so that they are actually received on or before October 5, 2018, at 5:00 p.m., prevailing Eastern Time (the Voting Deadline ). Assuming the Plan receives the requisite acceptance under the Bankruptcy Code, the Debtors will seek the Bankruptcy Court s approval of the Plan at the Confirmation Hearing. 5 The Debtors affiliates are also conducting sale processes for certain of their international assets. KE

23 Document Page 23 of 224 B. Questions and Answers Regarding this Disclosure Statement and the Plan The following are some frequently asked questions and corresponding answers regarding this Disclosure Statement and the Plan. 1. What is chapter 11? Chapter 11 is the principal business reorganization chapter in the Bankruptcy Code. This chapter permits a debtor to maximize the value of its operations and promotes equal treatment for creditors and similarly situated equity interest holders, subject to the priority distribution scheme set forth in the Bankruptcy Code. An estate is created when a chapter 11 case is commenced, and it comprises all of a debtor s legal and equitable interests as of the date the case is filed. The Bankruptcy Code provides that a debtor may continue to operate its business and remain in possession of its property as a debtor in possession. A principle objective of a chapter 11 is to consummate a plan. A confirmed plan will be binding upon the debtor, any person acquiring property under the plan, any creditor or equity interest holder of the debtor, and any other entity as the court may order. Subject to certain limited exceptions, a court s order confirming a plan provides for the treatment of the debtor s liabilities in accordance with the confirmed plan s terms. 2. Why are the Debtors sending me this Disclosure Statement? The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Prior to soliciting acceptances of a proposed plan, section 1125 of the Bankruptcy Code requires a debtor to prepare a disclosure statement containing information of a kind and in sufficient detail to enable a hypothetical reasonable investor to make an informed judgment about accepting a chapter 11 plan and to share such disclosure statement with all holders of claims or interests whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with such requirements. The Disclosure Statement includes, without limitation, the following information: the Debtors corporate history and structure, business operations, and prepetition capital structure and indebtedness (Article II hereof); events leading to the Chapter 11 Cases, including the Debtors restructuring negotiations (Article II hereof); significant events in the Debtors Chapter 11 Cases (Article III hereof); a summary of the Plan, including how certain Claims and Interests are classified and treated under the Plan, the means of implementing the Plan, and certain important effects of Confirmation of the Plan (Article IV hereof); releases contemplated under the Plan that are integral to the overall settlement of Claims and Interests pursuant to the Plan (Article IV hereof); the voting and solicitation process for the Plan (Article V hereof); the statutory requirements for confirming the Plan (Article VI hereof); certain risk factors Holders of Claims should consider before voting to accept or reject the Plan and information regarding alternatives to Confirmation of the Plan (Article VII hereof); certain securities law disclosures (Article VIII hereof); and certain United States federal income tax consequences of the Plan (Article IX hereof). In light of the foregoing, the Debtors believe the Disclosure Statement contains adequate information to enable a hypothetical reasonable investor to make an informed judgment about the Plan and complies with all aspects of section 1125 of the Bankruptcy Code. KE

24 Document Page 24 of Am I entitled to vote on the Plan? Your ability to vote and your distribution, if any, depends on what kind of Claim or Interest you hold. Each category of holders of Claims or Interests set forth in Article III of the Plan, pursuant to section 1122(a) of the Bankruptcy Code, is referred to as a Class. The voting status for each Class is below. The following table is a summary of the classification, impairment status, and voting rights under the Plan. Reference should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and treatment of Claims and Interests. Class Claims and Interests Status Voting Rights Class A1 Class A2 Class A3 Class A4 Class A5 Class A6 Class A7 Classified Claims and Interests against the Toys Delaware Debtors Other Secured Claims against the Toys Delaware Debtors Other Priority Claims against the Toys Delaware Debtors Delaware Secured ABL/FILO Facility Claims against the Toys Delaware Debtors Term B-2 Loan and Term B-3 Loan Claims against the Toys Delaware Debtors Term B-4 Loan Claims against the Toys Delaware Debtors General Unsecured Claims against the Toys Delaware Debtors Toys Delaware Debtor Intercompany Claims against other Toys Delaware Debtors Unimpaired Impaired Unimpaired Impaired Impaired Impaired Unimpaired or Impaired Class A8 Toys Delaware Intercompany Interests Unimpaired or Impaired Deemed to Accept Deemed to Reject Deemed to Accept Entitled to Vote Entitled to Vote Deemed to Reject Deemed to Accept/Reject Deemed to Accept/Reject Class A9 Toys Inc. Intercompany Interests Impaired Deemed to Reject Class B1 Class B2 Class B3 Class B4 Class B5 Classified Claims and Interests against the Geoffrey Debtors Other Secured Claims against the Geoffrey Debtors Other Priority Claims against the Geoffrey Debtors Term B-2 Loan, Term B-3 Loan, and Term B-4 Loan Claims against the Geoffrey Debtors General Unsecured Claims against the Geoffrey Debtors Geoffrey Debtor Intercompany Claims against other Geoffrey Debtors Unimpaired Impaired Impaired Impaired Unimpaired or Impaired Class B6 Geoffrey Debtor Intercompany Interests Unimpaired or Impaired Deemed to Accept Deemed to Reject Entitled to Vote Deemed to Reject Deemed to Accept/Reject Deemed to Accept/Reject Class B7 Interests in Geoffrey Impaired Deemed to Reject KE

25 Document Page 25 of 224 Only Holders of Claims or Interests included in one of the Classes entitled to vote to accept or reject the Plan will receive a Solicitation Package from the Solicitation Agent. For more information about the treatment of Claims and Interests, see Article III of the Plan entitled Classification and Treatment of Claims and Interests and Article IV of this Disclosure Statement entitled Summary of the Plan. 4. What materials will be sent to Holders of Claims who are eligible to vote to accept or reject the Plan? Holders of Claims who are eligible to vote to accept or reject the Plan will receive appropriate solicitation materials (the Solicitation Package ), which include the following: the Disclosure Statement, as approved by the Bankruptcy Court (with all exhibits thereto, including the Plan and the exhibits to the Plan); the Solicitation Procedures; the Confirmation Hearing Notice; an appropriate Ballot with voting instructions with respect thereto, together with a pre-addressed postage prepaid return envelope and directions to an online balloting platform; a letter from the Debtors, substantially in the form attached to the Disclosure Statement Order, recommending that holders of Claims entitled to vote on the Plan vote to accept the Plan; and any supplemental documents the Debtors may file with the Bankruptcy Court or that the Bankruptcy Court orders to be made available. The Solicitation Package may also be obtained (a) from the Debtors Solicitation Agent by (i) visiting (ii) writing to Toys R Us, Inc., c/o Prime Clerk LLC, 830 Third Avenue, New York, New York 10022, or (iii) calling (844) (toll free) or (917) (international) or (b) for a fee via PACER (except for ballots) at 5. When is the deadline to vote on the Plan? The Voting Deadline for the Plan is October 5, 2018, at 5:00 p.m., prevailing Eastern Time. 6. How do I vote to accept or reject the Plan? The Debtors are distributing this Disclosure Statement along with a ballot to be used for voting to accept or reject the Plan to the Holders of Claims entitled to vote on the Plan. Detailed instructions regarding how to vote to accept or reject the Plan are contained on the ballots, return envelope, and other materials contained in the Solicitation Package. If you are a Holder of a Claim in Classes A4, A5, and B3, you may complete and sign the ballot and return it in the envelope provided on or before the Voting Deadline. It is within the Debtors sole and absolute discretion to decide whether to count ballots that the Solicitation Agent receives after the Voting Deadline. Any ballot that a Holder of a Claim properly executes but does not clearly indicate an acceptance or rejection of the Plan or that indicates both an acceptance and a rejection of the Plan will not be counted. Moreover, ballots received by facsimile will not be counted. Each Holder of a Claim entitled to vote to accept or reject the Plan may cast only one ballot for each Claim held by such Holder. By signing and returning a ballot, each Holder of a Claim in Classes A4, A5, and B3 will certify to the Bankruptcy Court and the Debtors that no other ballots with respect to such Claim have been cast or, if any other ballots have been cast with respect to such Claim, such earlier ballots are superseded and revoked. KE