Smyths have filed hundreds of pages of material in recent days giving an insight into the proposed €79m deal, which would add 93 stores in Germany, Austria and Switzerland to Smyths existing 110 stores in its UK and Irish network. The pages revealed that advisers called the deal ‘Project Elf’.
The US parent company of Toys R Us is being liquidated with $5bn of debt. Documents filed in the US bankruptcy court show that Lazard, a financial advisory and asset management firm, contacted around 90 potential investors in its European division in late January.
Of these, 25 have expressed an interest, before serious bidders for some or all of the European assets were whittled down to five, including Smyths.
The documents submitted by Smyths reveal that, as well as 93 stores and four websites, the retailer is bidding for a 17% stake in Network Toys Germany (NTG), a technology joint venture that provides data services to German toy retailers.
The ‘initial purchase price’ to be paid by Smyths is €64.4m, plus performance-related and escrow payments that could add another €15 million.
The deal is expected to close at the end of May according to the documents submitted by Smyths. Included in escrow payments are €2.5m as collateral, in case any disputes arise during the deal. A further €6.44m will be paid in 12 monthly instalments, with the balance paid after 18 months.
According to the documents submitted by Smyths, 69% of the purchase price relates to the German stores, 9% to Austria and 22% to Switzerland.
Toys R Us listed the German unit as a guarantor for certain loan notes, and the US court is being asked by the bankruptcy trustees for it to be released from these commitments.
Bondholders originally sought depositions from deal advisers last week, but this request has since been withdrawn.