Congress confronts Bain Capital, KKR over Toys R Us liquidation

July 6, 2018 View comments (3)

The Toys R Us bankruptcy has suddenly become political.

After creditors recently liquidated the company's US operations, 19 Democratic members of Congress, including former presidential candidate Bernie Sanders, sent Toys R Us' former private equity backers a letter demanding answers about their business practices and bashing the PE industry's business model, per The Wall Street Journal.

"Leveraged buyouts … often result in mass job loss, closure of profitable businesses and unnecessary financial burdens for local government," the letter read. "Such buyouts harm communities, while investment managers walk away with significant gains."

Bain Capital, KKR and Vornado Realty Trust took Toys R Us private for $6.6 billion in 2005, loading the company with a reported $5 billion in debt. The business ultimately filed for Chapter 11 bankruptcy in September, despite a reported $150 million in annual operating profit (not factoring in the debt payments). Creditors eventually took control, opting to shut down all US stores while some 33,000 workers lost their jobs and were denied $75 million in combined severance.

Bain Capital and KKR have maintained they wanted Toys R Us to emerge from the bankruptcy rather than liquidate. The lawmakers' letter expressed doubt about that sentiment.

"We are concerned that your investment firms have deliberately chosen this path for the company, its workers and its communities," the letter continued. "It is still possible, of course, to assure some measure of recognition for workers and their service, through severance pay and community-impact funds, for example."

The investment group has said it invested a total of $3.5 billion back into Toys R Us during its ownership tenure, but the rise of Amazon and other online retailers ultimately crippled the business. In the meantime, the investors pulled in some $470 million in management fees and interest payments, though the group claims it did not make a profit.

The letter requested that Bain Capital, KKR and Vornado answer four questions about Toys R Us by July 15. Among the inquiries: Asking for justification as to why the consortium changed the business's debt-to-equity ratio, what services were provided for the $470 million in fees and interest payments, and whether the consortium had plans to provide the laid-off employees with any severance pay. Finally, the lawmakers asked if any members of the investor team were involved in the creditors' decision to liquidate.

Since the letter is an informal inquiry, the firms are not legally required to respond. Both KKR and Bain declined to comment to PitchBook last week when asked if they planned to provide the severance owed to the company's former employees, but KKR responded to the Congressional letter with its own letter saying it had reached out to the former employees in hopes of helping them.

"We acknowledge this was not the outcome we wanted for this investment," said Ken Mehlman, the firm's head of global public affairs. "We did not foresee the magnitude of the Amazon disruption. We did not foresee the liquidation, a short-term decision by Toys R Us lenders. We tried for 12 years to build a stronger enterprise. In our 42-plus year history, we have never experienced a situation like this."

KKR also said that it wrote down its entire initial $418 million investment, adding that the firm did not make a profit on the deal and in fact lost "many millions of dollars."

"To be clear, we did not want the US operations to be liquidated," it said. "We wanted the company to restructure, return to health and vitality and stay in business, but the creditors had a different and prevailing view."

Related read: Bain Capital, KKR should pay up for Toys R Us letdown


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