KEL168
DAVID STOWELL
The Toys “R” Us LBO
“I don’t want to grow up, I’m a Toys ‘R’ Us kid” was the famous marketing slogan of Toys
“R” Us (the “Company”), the world’s leading specialty toy retailer for much of the 1980s and
1990s. Private equity industry veterans may have had a similar attitude regarding the maturation of their industry. In its infancy, the industry had consisted of relatively few firms and lucrative investing opportunities that far exceeded capital in the industry. By 2005, however, a record amount of capital had been committed to the industry and aggregate transaction values had reached a new high. The industry had become intensely competitive and the best investing opportunities were being chased by too
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However, as the asset class grew and competition for traditional private equity transactions increased, private equity firms turned to club deals.
A club deal was an acquisition completed by two or more private equity firms that allowed them to acquire companies that were too large for one private equity firm to acquire. Many funds set concentration limits on the percentage of committed capital that could be invested in a single asset. Club deals expanded the universe of potential acquisitions by bringing together the capital of multiple firms, enabling very large acquisitions. By allowing large private equity firms to target companies beyond the reach of smaller private equity firms, club deals reduced competition and increased potential returns.
Although there was competition between consortia—for example, more than one club chasing an asset—this competition was below the level observed in the traditional small/middle private equity market. Chasing bigger assets through club deals allowed the largest funds to more efficiently allocate their time (the industry’s most precious resource) as they put money to work.
Club deals offered the following advantages:
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Limited competition
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Allowed for greater deployment of capital
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Leveraged multiple sources of expertise while conducting due diligence and evaluating an investment
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Spread expenses incurred while evaluating the investment and
the profitability of the industry attracted no significant entry, and the industry continued to become
It is a mature, consolidating, highly competitive industry. Companies operate off of high margins (high 70%). Smaller companies either go bankrupt or bought out by bigger companies.
Toys R Us founder Charles Lazarus opened the first Toys R Us store in Rockville in 1957. The company went public in 1978 and evolved into a powerful international toy vendor, with Kids R Us, Babies R Us and Toyrus.com. It operated 638 stores in the United States and 579 outside the country.
The merger of these two investment groups “created a sizeable investment company of critical mass, with access
saw that these companies were struggling and then pumped money into them to keep them going.
To differentiate itself from other private equity groups, Exxel built on Navarro’s “unique strength: his ability to originate deals, based on his strong ties with local business community [!], and then to add value to these enterprises”. Exxel also put diligent work in their target selection. To maximize the success rates, they first picked the most attractive industries, and then chose the best firms within those industries.
The company hired a law firm named Kirkland and Ellis to handle their case because they have expertise in Chapter 11 bankruptcy proceedings. The company will be reorganizing its $400 million-dollar debt. (Wahba p. 1) Toy R Us was involved in an antitrust settle with attorney generals from 43 different states. The company conspired with a couple of toy manufacturers to restrict the supply of desirable toys to warehouses and price clubs. Toys R Us was aiming to put these other warehouses at a competitive disadvantage (Mikhiber, p. 29). According to the Federal Trade Commission “the company had monopoly power in many local markets and used its dominant position as a toy distributor to extract agreements from and among toy manufactures to stop selling to warehouse clubs the same toys that they sold to other toy distributors” (Investor’s Business Daily, p. 1)
The story of “Red Ryder Nails the Hammond Kid” by Jean Shepard mainly revolves around the main character’s memories of his childhood. Ralphie’s reminiscing of his childhood is provoked when he reads a sign stating, “Disarm the Toy Industry” (473). The simple statement takes Ralphie back to his childhood Christmas when getting a BB gun for his Christmas present is all he could think of. The article, “Target Market: Children as Consumers” by Robin Marwick directly points out how “children are a prime target for marketers” (1). Marketing to children is the easiest selling point, especially, during the holidays. The ebook, Inside Toyland: Working, Shopping, And Social
Once the goal of corporations became maximizing the value of the firm, they attracted wealthy “corporate raiders”, who used this new corporate philosophy to launch many takeover attempts on companies, with the intent on restructuring these companies, as to increase their stock prices, so that they can “refloat” them for a considerable profit. Most of these takeovers were financed with borrowed money, hence the term leveraged buyouts, or LBOs. As the article states, “In a typical LBO, the acquirer would buy out the public stockholders and run the company as a private concern, slashing costs and slimming it down. The ultimate aim was to refloat the company on the stock market at a higher valuation”. Initially this was seen as one of the best remedies for the agency issues that surfaced between shareholders and mangers. However as the economic climate changed, many realized that the LBO was not the answer. “When the economy went into a recession during the early nineteen nineties, many of the firms that had gone private, such as Macy’s and Revco, couldn’t keep up their interest
• • • • • • • Name – Coleco Industries Time – the end of 1980s Industry – toys Market - USA Market share – the fifth-largest manufacturer in the USA Head quarter - West HartFord, Connecticut Production line – Cabbage Patch Kids
* A broader capital base gives the company more access to credit which gives the company an option to venture into new business opportunities
sale in the Arley financing then can be characterized as the sale of a share of common stock plus a
In 1993 Toys "R" Us continued its international expansion before Lazarus stepped aside as CEO in 1994. The company opened its first franchise (in Dubai, United Arab Emirates) in 1995. The toy seller paid $376 million for Baby Superstore in 1997 to strengthen its fledgling Babies "R" Us; by 1998 Babies "R" Us had become the largest US baby store chain.
Internationally, the company operates toy stores under the name Toys R Us. It also sells merchandise through its Internet sites and through mail order catalogues. Its products include:
Conclusion: The entry of Toys “R” Us would shake the traditional Japanese toy business, however the cracks appearing in the retail structure points towards the need for transformation in the Japanese market. Hence Toys “R” Us potentially is a good prospect for the Japanese markets.