Toys R Us goes toe to toe with Asian business partner in court

Published on: 12th September 2018

Toys R Us is openly battling its partner in an Asian joint venture as the bankrupt toy retailer tries to sell the overseas unit in Chapter 11.

As reported by Retail Dive, Toys R Us filed a request for an injunction against Fung Retailing on Monday, which owns about 15% of a Hong Kong-based joint venture comprising Toys R Us’ Asian operations. The injunction would block Fung’s efforts to open arbitration against a Toys R Us subsidiary to resolve disputes around the auction of the joint ventures in bankruptcy.

In court papers, attorneys for Toys R Us alleged that Fung “seeks to create through competing adjudication uncertainty about the status of the Asia JV” and could derail the reorganisation process.

They added: “This uncertainty will drive down bids — benefiting Fung (which can then either exercise its right of first refusal, or bid for the asset at a depressed price), but harming the debtors and their creditors (whose primary basis for recoveries will be the value achieved from the Asia JV sale).”

Toys R Us’ Asian unit, as Fung pointed out in its arbitration request, was one of the few bright spots in the retailer’s operations, which have flagged nearly everywhere else in the world as competition heated up and Toys R Us’ business went neglected under the weight of its debt load.

As of January 2017, Toys R Us had 226 stores across China, Hong Kong, Brunei, Malaysia, Singapore, Taiwan and Thailand — more than double what it had in 2011. Yet, the company’s international same-store sales declined 1.6% last year, a figure that includes declines both in European and Asian sales, according to the retailer’s final 10-K filing.

Fung said in its arbitration complaint that its operating expertise in the region meant that “the performance of the Toys R Us stores owned and operated by the Asia JV and its subsidiaries has differed significantly — operationally and financially — from all of the other Toys R Us stores outside of Asia.” As Fung also noted, the Asian business was not among the debtor subsidiaries in the retailer’s Chapter 11 case.

Reuters reported this spring that Toys R Us’ stake in the Asian operation could fetch $1b, and others reported that Fung was poised to buy up the entire business for itself. In August, Bloomberg reported that senior lenders could make a significantly lower bid, at a total $760m, using their secured notes behind the Asian business. The news service also reported at the time that Toys R Us was looking to “strip” Fung of its right-to-first-refusal option on Toys R Us’ stake in the JV. The retailer made the lending group’s bid the baseline for the Asian unit auction.

The court tussle with Fung has much to do with money, but Toys R Us’ dispute with its Asian partner also casts uncertainty over the ultimate fate of the retailer’s stores in the region. Meanwhile, the company has successfully sold its Canadian business and various European units, while liquidating others, including in the US, United Kingdom and Australia. In the US, an auction of the retailer’s intellectual property could set the stage for a revived Toys R Us in some form.


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