Toys R Us Fallout

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Mattel Inc. Reported Dogsh*t Numbers

It sure may seem like we have it out for the big box toy retailer. We don't. We just call it like we see it. Last week we called the company a "dumpster fire" on account of the string of emerging negative news. Subsequently, CNBC reported that "poor holiday sales cast doubt on its future" adding, "The poor holiday numbers may require Toys R Us to renegotiate the terms of its debt with its lenders, sources say. They will hover over Toys R Us as it works with debtholders over the next couple of weeks to draft its plans for moving forward. The lenders will have to determine if the Toys R Us business plan is supportable, said the sources." Is it getting hot in here?

Meanwhile, Toys' closure of 180 locations has reportedly exposed 20 CMBS loans with a combined balance of $500mm. 

Finally, in our "Dumpster Fire" piece, we also threw shade all over Bloomberg's rosy view for Mattel Inc. ($MAT). Rightfully so, it seems. The company reported dogsh*t holiday numbers: net sales were down 11%, gross sales were down 9%, and North America was the biggest disappointment with net and gross sales were down 17%. The company straight-up blamed the Toys bankruptcy for some of the poor performance as the company reportedly accounts for 20% of Mattel's U.S. sales and 11% of its international sales. Consequently, Mattel is suspending its dividend, shedding non-core underperforming brands, and targeting $650mm in cost reductions. Read: job cuts.

Chinese Distress (Short Transparency, Long Process Risk)

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There's been a lot of news surrounding HNA Holding Group Co. of late. The company is a large shareholder of Hilton Worldwide Holdings Inc. ($HLT) and Deutsche Bank AG. Now (a) the US government is seeking more information (video), (b) the ECB is considering a review, (c) ratings agencies are downgrading certain segments of the conglomerate, (d) a bankrupt company is suing HNA, and (e) bond prices are decreasing. The company - maybe best known for its proposed acquisition of Anthony Scarramucci's fund of funds - has made more than $40b of acquisitions since 2016. While it is unclear to what degree the capital structure is in trouble, the company is divesting assets, such as a Sydney building to Blackstone Group for $161mm. 

The company also serves as a warning signal to distressed investors with an eye towards China. This past week, Bill Bishop of Sinocism highlighted that the Chinese media has been told to tone down coverage of the firm's travails. They're concerned that market forces will further compound the company's issues. While we don't endorse opacity ever, we surely appreciate - given the recent trends with Toys R Us - why this might be. Per Bloomberg, the company faces some heavy bond maturities from Q3 2018 through Q3 2019. With pressure on the bonds, there very well could be a distressed opportunity here. Provided, that is, you can get your arms wrapped around all kinds of categories of risk. Including, of course, a government-imposed lack of information. 

Speaking of risk, it appears - thanks, of course, to a lot more transparency - that Chinese investors are comfortable with investing in stressed US-based companies (like Community Health Systems ($CYH)). 

Toys R Us Reported to Consider Closing 100 Stores

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Bloomberg Reports What We've Long Suspected: The Business is Hurting

Color us shocked. Despite millions of dollars worth of bonuses both pre and post-petition, Toys R Us' crack management team cannot figure out a way to stabilize the big box toy retailer. Bloomberg reported earlier today that the company is now considering closing "at least 100 U.S. stores in the face of weak holiday sales." Is this fake news? Anyone who believed management when they previously said they didn't intend a large percentage of stores was clearly smoking something. 100 out of approximately 879 US stores strikes as a meaningful percentage. Basic math. 

Toys R Us & Executive Compensation (Long Anger)

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Last week there was an uproar about Toys R Us' motion seeking approval of a proposed executive incentive plan. Then the Official Committee of Unsecured Creditors (UCC) came in, negotiated down the sweetheart arrangement, and filed a statement in support of the company's motion. We wrote about it all here. Since then, the bankruptcy court held a hearing and despite continued objection by the United States Trustee for the Department of Justice, the court approved the plan. Color us unsurprised. Also color us impressed by the company's sequencing.

There is 100% strategy embedded in the Company's plan, just weeks before Christmas, to get approval of its incentive plan. Note that we also highlighted that the company recently filed its store closure motion and that it only sets forth procedures for closures rather than specifically identifying closures. To date, only UK stores have been identified for closure. We suspect the US number may surprise people; we suspect a lot of employees will be losing their jobs; we suspect people will be pissed and that the incentive plan will reemerge as an issue in that context. On the bright side, at least Toys R Us was able to bring this Xmas's "hot toy" to the market. Oh, wait, that was Walmart($WMT). Womp womp.

All of which brings us, albeit circuitously, to General Electric ($GE). In 2015, former CEO and Chairman Jeff Immelt "earned" $37.25mm which included an 8% bonus increase (to $5.4mm) and a 9% salary hike ($3.8mm). In 2016, Immelt's comp stacked up to a smaller-but-still-impressive $21.3mm. When Immelt retired earlier this year, some figured that he walked away with $211mm. Ironically, by leaving earlier than he originally planned, he presumably got to take advantage of GE's (relatively) higher stock price prior to its utter and disastrous capitulation a few weeks later. 

Then this week, adding insult to injury, GE cut 12,000 jobs in its power equipment division, a 4% reduction of GE's total workforce. Why? Disruption, that's why. The division "has been hit hard by the rise of renewable energy." Notably, the energy business of Alstom - which services coal producers - is part of that division. Immelt, using his infinite "business judgment" (which is to say nothing of the Baker Hughes transaction), purchased Alstom in 2015 for a whopping $10b. Awesome. Timing. Bro. 

What are the ramifications for Immelt? Well, certainly none. He nearly got a new gig as the CEO of the highest valued private company in the world. And once the new tax plan goes into effect he can bequeath his ill-earned wealth to his family free of the shackles of the estate tax. We're sure that seems fair to those 12,000 people looking for jobs on the eve of Christmas. 

Professional Fees (Long Cannibalization)

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$1725/hour = CHA CHING!

What a month ya'll. We can't remember the last time that restructuring fees have gotten so much public and mainstream scrutiny. Last week we noted how The New Yorker took shots at restructuring professional fees in Puerto Rico. This week, Dow Jones Newswires took a look at Seadrill Ltd. and noted that Kirkland & Ellis LLP collected over $47mm in the 12 months prior to the case filing. Shareholders denied an equity committee must love that. Elsewhere, The New York Times gets into the game and asks in a MUST READ "Why Companies Like Toys 'R' Us Love to Go Bust in Richmond, Va." Which, of course, was interesting because they basically took the foundations of our piece here and raised by going "all in," alleging that Virginia is now a favorable venue because of blah ("rocket docket"), blah (debtor-favorable precedent) and BOOM (homies are getting P.A.I.D.). Here's the NYT dropping the bomb: "But perhaps one of the biggest draws, according to bankruptcy lawyers and academics, is the hefty rates lawyers are able to charge there. The New York law firm representing Toys “R” Us, Kirkland & Ellis, told the judge that its lawyers were charging as much as $1,745 an hour. That is 25 percent more than the average highest rate in 10 of the largest bankruptcies this year, according [to] an analysis by The New York Times." Points for creativity: jurisdictional arbitrage is our new favorite form of professional revenue generation. Of course, "the huge fees can eat into the money that is left over for small creditors - typically vendors, suppliers and pensioners." Did someone say "pensioners"? Happy holidays.
 

Retail (Rise of the Retail Suppliers & Their Financiers)

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Factorers Flex Their Muscles

We're getting amped up for Star Wars and so we figured we'd use a SW-like subtitle here. Anyway, Toys R Us'trouble sparked a vendor awakening (see what we did there?) and attendant media speculation, which, combined (with an obnoxious level of PE-placed debt), sparked the behemoth-retailer's surprise bankruptcy filing. Its logical to draw a direct line from that to the circumstances unfolding now in Bon Ton Stores ($BONT) and Charming Charlie, where both retailers reportedly had to get extended access to capital under their credit facilities to make it through the holiday season (after which they'll both probably file for bankruptcy anyway, but whatevs). Likewise, Sears Holdings Corp. ($SHLD) has had to recently tap all available resources to ward off retailers. Notably, it indicated that "[m]erchandise payables were $0.8 billion and $1.6 billion at October 28, 2017 and October 29, 2016, respectively, as we have significantly reduced our dependency on vendor financing." Sure, broheims. Is "significantly reduced our dependency on vendor financing" a euphemism for "nobody will extend us credit anymore"? Anyway, earlier this week, Calypso St. Barth couldn't make it that far as vendors filed an involuntary bankruptcy petition against it in New Jersey. Apparently, vendors don't like it when a company stonewalls them and refuses to pay. Go figure. But, wait:there's more. Unbeknownst to casual observers of the #retailapocalypse, many suppliers rely on specialty lenders called "factorers." Factorers purchase accounts receivable from suppliers so that suppliers have some near-term liquidity - rather than waiting 30-120 days for, say, Toys R Us to pay them (or waiting forever, as the case may be, e.g., Vitamin World, now liquidating). In turn, there are specialty insurers who provide the factorers cover in the event that the receivables are never paid. Which, given the volume of retail bankruptcies today, seems like a pretty likely risk. Apropos, (i) insurers are charging factorers more for insurance, (ii) factorers are seeking more favorable terms from suppliers and (iii) suppliers are therefore seeking tighter payment terms from retailers. Without the ability to satisfy those terms, well, you get it: Toys R Us. It's like a nice big game of dominoes played among one big unhappy family. With Uncle Amazon watching from above with an evil-a$$ grin on his face. 

Rewind I: Wage Increases Squeeze Profits

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Buffalo Wild Wings & Hersha Hospitality Trust Shine a Light on Jobs

When Toys R Us filed for bankruptcy a few weeks ago, we noted that part of its business plan - which, of course, gave JP Morgan ($JPM) and other DIP lenders comfort that the business is viable - included minimum wage increases to compete with Walmart ($WMT). Notably, Walmart subsequently had the opportunity to raise wages again and opted not to. Back in the beginning of the distressed dining wave, we highlighted, prior to the election, that minimum wage increases were increasingly cited as one of the causes for bankruptcy. Notably, in this week's onslaught of earnings reports, a number of firms - from the very successful Buffalo Wild Wings ($BWLD) to the not-so-much Hersha Hospitality Trust ($HT) - noted that wage increases were squeezing profits. We snarked on Twitter that BWLD's "Fiscal Fitness" program must be the new euphemism for "More Work, Fewer Hours" as the company announced hour curtailments to offset wage rate increases. The Philips Curve is finally kicking in, it seems. Maybe that has something to do with 3% GDP growth. 

Charming Charlie = Ghost of Christmas Past?

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The Wall Street Journal reported last week that Charming Charlie LLC is in trouble with a financial advisor out in the market seeking a bridge loan. The news cannot be helping with suppliers in the lead-up to the holidays. Anyone paying attention knows that both Toys R Us and Bon Ton Stores ($BONT) had similar liquidity issues recently which were compounded by suppliers tightening terms. The former ended up filing for bankruptcy. The latter just got a rescue loan to last it through the holidays (after which, if we had to bet, it will disappoint and have to file for bankruptcy). More likely than not, the WSJ story didn't do the company any favors. Remember: Toys R Us blamed a CNBC story, in part, on its accelerated plunge into bankruptcy court.

Toys R Us (Long Trickle-Down Effects): Mattel & Hasbro

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Toy Suppliers Get Hammered by Toys R Us Bankruptcy

Callback to the Toys R Us bankruptcy whereMattel Inc. ($MAT) was listed as one of the toy behemoth's largest unsecured creditors, owed a staggering $135.6mm. Notably, that was a big enough loss for Mattel to agree to sit on the DOJ-appointed official committee of unsecured creditors. For the uninitiated, that's a committee with fiduciary responsibilities to similarly situated unsecured creditors: it's a time commitment. Why do we mention this? Well, Mattel reported earnings this week and...they...were...pretty, pretty, PRETTY brutal. Quick recap: 13% sales decline. 22% domestic sales decline (half of which they directly attributed to Toys R Us). Those creepy-a$$ American Girl dolls? Down 30%. Consequently, the company announced a dividend suspension and a $650mm expense reduction; it also announced that it will explore the capital markets for an asset-based loan and lever up its balance sheet. So, in summary, here is this "disruption" illustrated:

Boatload of LBO-based debt 💰 + "Amazon Effect" = 😱  Toys R Us Bankruptcy 😱  = Mattel Inc. $135mm claim + 22% ⬇️  in domestic sales (American Girl ⬇️ , Barbie ⬇️ , Hot Wheels ⬇️ ) = Mattel stockholder/dividend-seeker 💩 = Mattel employees & supply chain ⬇️❗️= ABL lender💰💰💰❗️ = Kids don't care because video games are 🔥🔥  = Toys R Us & Mattel death spiral❓ 

Suffice it to say, Jefferies is skeptical about the turnaround plan. Finally, we should note that Hasbro Inc. ($HAS) also reported a 5% hit because of Toys R Us; it was the third largest unsecured creditor in bankruptcy to the tune of $59mm. Despite this, the stock went up on revenue and profit beats (thank you, Luke Skywalker, you're they're only hope).

Retail (Short Copycats)

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Bon-Ton Stores is beginning to look a lot like Toys R Us. Meanwhile, we've previously discussed Appear Here here and here. Now Simon Property Group ($SPG) is dedicating pop-up space in certain of its locations. It's a brilliant move, frankly: this plan lets digitally-native-vertical-brands test physical locations; it could also be accretive to SPG as they can generate buzz that couples with the DNVBs' online communities/networks to bring e-commerce shoppers to physical locations; it also gives SPG early looks at potential retail investment opportunities. Meanwhile, the knock against Abercrombie & Fitch and other retailers was that millennials didn't want to be human billboards rocking an A&F sweatshirt with 485-font lettering on the front. That is, unless you show em the paycheck. Now you can get paid for walking around big cities with Ipad-based advertisements on your back. Seems like a nice supplemental income for our friends in NYC.

Walmart Gives Retail a Brief Reprieve

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A number of retailers have cited wage increases as one of the reasons for filing for bankruptcy. John Morberg, the CEO of Garden Fresh Restaurant Intermediate Holdings, made sure to highlight this issue upon that company's bankruptcy filing. On the flip side, Toys R Us includes wage increases in its go-forward business plan. Target recently announced wage increases too. But Walmart, which had previously announced wage increases didn't match Target in its earnings announcement on Tuesday, providing relief to a lot of retailers already squeezed by various macro trends. Speaking of Target and Walmart, they are innovating to compete with Amazon for the "last mile." This could get ugly.

Toys R Us is Getting Desperate

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When in Doubt, Talk Augmented & Virtual Reality

Retail.AR. People are really trying to make virtual reality a thing. Facebook cannot sell the Oculus Rift but, hey, sure, Toys R Us will obviously rebound from bankruptcy thanks to VR and AR. We can't wait for the inevitable press stories about how kids are projectile vomiting in the pop-up Times Square store. Mark our words: it's coming. 

Notable: (Community Health Systems, Fairway Market, Nordstrom, etc.)

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Airlines. Another European airline jumps into administration (the third this year). 

Community Health Systems. This just keeps getting better and better. 

EFH. The Judge continues to perplex people. Sempra Energy jumping through hoops to get the Oncor deal done.

Fairway Market. Perhaps it will avoid its (inevitable) Chapter 22 thanks to John Catsimatidis. 

Family Offices. Long them.

Hedge Funds. Short them. Or...uh, maybe not? Wethinks the hedge fund PR machine is in overdrive. 

Nordstrom. Struggling with its attempts to go private.

Offshore Drilling. Not much of a US focus, but some are bullish. We were surprised by this. 

Payday Lenders. Peace out...if this happens.

Toys R Us. Thanks to advisory fees, perhaps the private equity sponsors didn't fare as poorly as many think.

Notable (Molycorp, PwC, Sears, Toys R Us, Westinghouse)

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Molycorp. Oaktree Capital Group LLC may attempt to IPO Neo Performance Materials Inc., a remnant of the Molycorp bankruptcy.

PwC Law Firm. Yes, you read that right. PwC is launching a law firm in Washington DC to focus on international corporate restructuring. 

Sears. Is it the blueprint for everything Amazon is doing?

Toys "R" Us. This nine-year old kid has a future in marketing. If Toys doesn't figure out some way to market this, they deserve to liquidate. Meanwhile, Walmart smells blood in the water: with Toys' Babys "R" Us also in bankruptcy and NYC Mom-favorite Giggles closing, Walmart is expanding its private baby line. 

Westinghouse. Private equity firms are at the gates. 

Long Influencer Marketing (Despite Ourselves)

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All Hail Gwyneth Paltrow and Kim Kardashian

So, we're not all too impressed with Gwyneth Paltrow or Kanye West: the whole idea that those two vapid degenerates are influencing anything gives us concern for the future of this great nation. And we thought that the utter dumpster fire known as the Fyre Festival would at least temporarily stick a fork into the whole concept of influencer marketing. Alas, we were wrong. Turns out that Adidas' rise and Under Armour ($UA) and Nike's ($NKE) fall is somewhat attributable to this phenomenon. "Experiential" retail is all the rage right now and not a day goes by where we don't hear some tunnel-visioned advisor mention the concept - always in the abstract we might add - as the panacea for ailing retail (see Toys "R" Us). But, maybe part of the issue was Toys' marketing strategy. Maybe, just maybe, Geoffrey the Giraffe isn't influencing much of anything. Beyonce and Serena have babies now: maybe Toys ought to take that $3 billion of new liquidity and hire one or both of them as a spokeswoman. It has worked for Weight Watchers ($WTW); it has an insane 1-year performance. This may buy some time for Toys' execs as they try and figure out what the hell "experiential retail" ACTUALLY means. 

Notable (Cov Lite Loans, Delaware Bankruptcy Filings & More)

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More = Busted Tech, Investment Banks & REITS

Biglaw. Summer Associate satisfaction surveys (firewall). In case anyone actually gives a sh*t.

Busted Tech. A view that recent IPOs will never make money. Meanwhile, Toys R Us is a harbinger of, you guessed it, BUSTED TECH. 

Canadian Retail. Also looking increasingly ugly.

Cov Lite. We're old enough to remember when people said it was dead and would never come back. Memories are short AF. 

Delaware. This article about retail bankruptcy cases avoiding filing in Delaware misses the mark widely. Like, way outside. Any DE practitioners want to opine - without attribution - on this?? Email us here.

Investment Banking. Jefferies can't trade for sh*t but advisory fees baby. Given these advisory fees, it looks like UBS wants to get back into the restructuring advisory game. Again. For, like, the 283th time. 

J.Crew. Investors are pissed.

New York. Is it in danger of becoming Detroit?

Puerto Rico. The hits just keep on coming. Sad, really.

REIT Investments. This is an interesting piece about alternative investments by REITS. Simon Property Group ($SPG) looks particularly active.

Retail (Taxes). When you're industry is in secular decline, fight for scraps. Here, tax changes.

Fallout from Toys R US & More Distressed Retail

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Blah, Blah, Private Equity = Death to Retail?

Courtesy of the New Yorker, some more Toys "R" Us history here. Mattel ($MAT) had to amend its credit agreement, reflecting significant leverage ratio uncertainty after the Toys "R" Us bankruptcy filing. Jakks Pacific Inc. ($JAKK) reported that it now expects a net loss in '17 and then, as if to pour salt on the wound, the ratings agencies unleashed a downgrade. Folks are getting increasingly nervous about the retail fallout amidst conflicting reports about store closures/openings. PETITION NOTE: lost in all the noise around Toys is that their new business plan calls for increased employee wages - implying a belief that Walmart's ($WMT) wage increases have helped Walmart provide a better "experience."  PETITION NOTE II: It appears that the lenders firmly believe that comparisons between Toys "R" Us and (liquidated) Circuit City are misplaced. Toys is THE LAST LARGE free-standing toy seller. Circuit City was generally expendable given that, at the time, the space was considered saturated and uber-competitive. Now, Best Buy ($BBY - up ~26% YTD, which is down after cratering the other day) fills that void. Just like Barnes & Noble ($BKS - down ~37% YTD) fills the (physical) book void (well, at least until Amazon book stores sprout in force - already it's popping up in New York and LA). And Dick's Sporting Goods ($DKS - down ~50% YTD) now has significant sporting goods market share. We're not saying WE would invest on this "LAST" basis because we wouldn't be caught dead with DKS, BKS or BBY in the PETITION 401(K); but, we are saying that the lenders appear to be lending, at least in part, on that basis. And word is that the DIP is over-subscribed (and Reorg Researchcaptures how lenders are clamoring for inclusion). Meanwhile, the list of distressed retailers seems to grow by the day: note: Belk Inc., Fresh Market, Bi-Lo, 99 Cents Only Stores and more (blah blah, private equity). But, to put an exclamation point on this, see, "Private equity drove Toys "R" Us into bankruptcy, sure, but that isn't quite the same thing as destroying it."