Toys R Us Property Company II, LLC (Exact Name of Registrant as Specified in Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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 24, 2016 Toys R Us Property Company II, LLC (Exact Name of Registrant as Specified in Charter) Delaware (State or other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification Number) One Geoffrey Way, Wayne, New Jersey (Address of Principal Executive Offices, including Zip Code) (973) (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): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 8.01 Other Events On October 24, 2016, in connection with the CMBS financing previously announced by Toys R Us Property Company II, LLC (the Company ), TRU Depositor, LLC, a direct wholly-owned subsidiary of Toys R Us, Inc. ( Toys Inc. ), priced $512,000,000 aggregate principal amount of Commercial Mortgage Pass-Through Certificates, Series 2016-TOYS (the Certificates ), representing beneficial interests in a trust fund consisting of floating-rate first mortgage loan obligations of the Company. The press release of Toys Inc. announcing the pricing of the Certificates is attached hereto as Exhibit 99.1, and is incorporated by reference herein. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offer of securities will be made only by means of a private offering circular. The Certificates have not been registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state laws. Item Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of Toys R Us, Inc. entitled Toys R Us Announces Pricing of CMBS Financing dated October 25, 2016.

3 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Toys R Us Property Company II, LLC (Registrant) Date: October 25, 2016 By: /s/ Michael J. Short Name: Michael J. Short Title: President and Chief Financial Officer

4 Exhibit 99.1 TOYS R US ANNOUNCES PRICING OF CMBS FINANCING WAYNE, NJ (October 25, 2016) In connection with its previously announced CMBS financing, Toys R Us, Inc. (the Company ) today announced that TRU Depositor, LLC (the Depositor ), a direct wholly-owned subsidiary of the Company, has priced $512,000,000 aggregate principal amount of Commercial Mortgage Pass-Through Certificates, Series 2016-TOYS (the Certificates ), representing beneficial interests in a trust fund consisting of floating-rate first mortgage loan obligations of Toys R Us Property Company II, LLC ( Propco II ). The sale of the Certificates is expected to close on November 3, 2016, subject to customary closing conditions. The Certificates will represent interests in and obligations of the issuing trust and will not represent the obligations of the Company, the Depositor, Propco II or any of their affiliates. The Certificates will consist of six classes of floating rate certificates, each with an assumed final distribution date occurring in November 2019 and an assumed extended final distribution date occurring in November The approximate initial weighted average interest rate of all six classes of certificates is one month LIBOR + 487bps. Propco II intends to use the net proceeds of the mortgage loan funded through the CMBS financing, together with the net proceeds of $88 million of mezzanine financing and other available cash, to fund the previously announced redemption of its 8.50% Senior Secured Notes due 2017 (the Notes ). The Notes are expected to be redeemed upon the closing of the sale of the Certificates on November 3, The offer and sale of the Certificates have not and will not be registered under the Securities Act of 1933, as amended (the Securities Act ), or any applicable state or foreign securities laws, and are being offered (A) in the United States only to (1) qualified institutional buyers in reliance on Rule 144A under the Securities Act and (2) other institutions that are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and any entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, or (B) to certain non-u.s. persons in offshore transactions in reliance on Regulation S under the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Certificates or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. About Toys R Us, Inc. Toys R Us, Inc. is the world s leading dedicated toy and baby products retailer, offering a differentiated shopping experience through its family of brands. Merchandise is sold in 871 Toys R Us and Babies R Us stores in the United States, Puerto Rico and Guam, and in more than 755 international stores and 250 licensed stores in 37 countries and jurisdictions. With its strong portfolio of e-commerce sites including Toysrus.com and Babiesrus.com, the Company provides shoppers with a broad online selection of distinctive toy and baby products. Toys R Us, Inc. is headquartered in Wayne, NJ and has an annual workforce of approximately 62,000 employees worldwide. The Company is committed to serving its communities as a caring and reputable neighbor through programs dedicated to keeping kids safe and helping them in times of need. For more information, visit Toysrusinc.com or on Twitter. Forward-Looking Statements All statements that are not historical facts in this press release, including statements about our beliefs or expectations, are forward-looking statements. These statements are subject to risks, uncertainties and other factors, including, among others, the seasonality of our business, competition in the retail industry, changes in our product distribution mix and distribution channels, general economic factors in the United States and other countries in which we conduct our business, consumer spending patterns, birth rates, our ability to implement our strategy including implementing initiatives for season, our ability to recognize cost savings, implementation and operation of our new e-commerce platform, marketing strategies, the availability of adequate financing, access to trade credit, changes in consumer preferences, changes in employment legislation, our dependence on key vendors for our merchandise, political and other developments associated with our international operations, costs of goods that we sell, labor costs, transportation costs, domestic and international events affecting the delivery of toys and other products to our stores, product safety issues including product recalls, the existence of adverse litigation, changes in

5 laws that impact our business, our substantial level of indebtedness and related debt-service obligations, restrictions imposed by covenants in our debt agreements and other risks, uncertainties and factors set forth in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this press release). In addition, we typically earn a disproportionate part of our annual operating earnings in the fourth quarter as a result of seasonal buying patterns and these buying patterns are difficult to forecast with certainty. We believe that all forwardlooking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments unless required by the Securities and Exchange Commission s rules and regulations. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement. For more information, please contact: # # # Lenders and Note Investors: Chetan Bhandari, Senior Vice President, Corporate Finance & Treasurer at or Chetan.Bhandari@toysrus.com Media: Amy von Walter, Executive Vice President, Global Communications & Public Relations at or Amy.vonWalter@toysrus.com