I have quite a few very fond memories of Toys R Us.
My Aunt and Uncle would come visit us and part of the ritual was to take my sister and me there and we got one toy each, under a certain budget. I typically got Muscle Men or GI Joe.
I can still smell that store in my mind...38 years later. And I can still visualize the GI Joe Aircraft Carrier that was holy unobtainium for me and my families budget.
All of this to say...I am thankful I never witnessed the fall. I hit an age where we stopped going and I just never went back.
I remember the GI joe aisle, remote control car aisle, and of course the video game isle with the tickets you had to take up to the cage at the front of the store.
Fun fact: The Asian arm of Toys 'R' Us never shut down, and while it's far from the most popular retailer (and, IMHO, broadly overpriced), it's maintained a retail presence in Thailand, Singapore, Malaysia, and more.
There's an interesting tradition of dead American brands getting a second life in Asia. Swenson's, Sizzler, Dean & Deluca, and Mr. Donut in Southeast Asia, Tower Records and Kinko's in Japan, even 7-11's outsized popularity in Asia versus its more moderate presence in the States. Yahoo! Japan almost counts as well.
There's been talk of a bit of a retooling to make the American stores more Japanese, but I haven't lived in a 7-11 region for a while. (Though I thought they'd bought out one of the chains locally and were going to rebrand them, it hasn't happened)
interestingly, 7-11 is doing quite well in Texas, where it operates under the brand Stripes. They also have kitchens in some called “Laredo Taco” that sell primarily Mexican food and are quite beloved, esp. by blue collar workers
No, absolutely, just the concentration in Asia generally and Thailand/Japan specifically makes it a far bigger deal. That was a bad example to include versus Toys R Us.
I think it might be exemplified by a personal example. I went to one near the end to buy a standard, wooden block, JENGA toy for relatives. They didn't have any in stock other than some crummy cardboard sticks version (absolutely unable to stand up to the abuse a child under 12 will dish out). I think I ended up ordering one from Amazon with Prime or hitting up a Target or something...
As for the 'category killer' thing, that's probably an example of Market Failure (regulation failure). For a fungible commodity product, there probably should be a requirement to provide access to the same price to all players in the market. That might mean that the price at a generic warehouse in one of the major shipping ports is that price. Stores / groups of stores would still need to leverage shipping and distribution networks, but it'd at least give places a _chance_ to compete.
> they didn't have any in stock other than some crummy cardboard sticks version
Private Equity hates inventory. Their first trick in buying a retail business is slashing in-store inventory. They also treat suppliers like dogshit, playing games with payment terms, etc. End result: stores don't have the products customers want and quality suppliers fire them as customers.
So, some PEs do try to run businesses sustainably. But we mostly hear about the PEs that turn a business that's slowly dying to one that will operate "as normal" until it suddenly dies, usually somewhere around 5-7 years later.
The first thing is that, if at all possible, the PE wants to do a leveraged buyout where the acquired company itself has borrowed most of the funds to buy itself. This cashes out the previous investors, but leaves most of the risk with lenders rather than the PE firm. Sometimes the PE may get a cut of the financing revenue. Most of the loan will be sold on the bond market, typically as junk bonds. Junk bonds have high interest rates, because there's a good chance the loan won't be repaid, but maybe you'll collect enough between interest and the bankruptcy settlement.
While the company operates under the PE's management, it's getting paid management fees.
It's also likely to move valuable assets out of the company; for real estate, sale and leaseback is common; when the company implodes, the PE keeps the land and can sell or lease it to someone else. The sale price was probably under market and the lease over market, so the PE earns money here. Having a high lease payment helps the PE finance the purchase, and may help it finance similar property as well.
The interest rates are high, and the lenders likely will sell off the loans in a few years. If the company sticks around for a few years and looks ok, they might even be able to sell the loan for more than they lent out. Especially if the corporate numbers look good because of short-term changes, they may be able to get out.
When the company goes bankrupt, the lenders have first priority for remaining assets, sometimes lenders will takeover a business and run it away from the shore and earn a profit that way, too.
They got 13 years of payments which might have been enough to make it worth it for the lenders depending on the premium they were getting on loaning the money. Sears and Joann's also took about 13 years from buyout to bankruptcy. Party City only took 6 years.
1) Buy a company from the stockholders by having the company take out loans (secured by future earnings) to pay for the stock. Do not pay for it with more than a token amount of your own money.
2) Slash company expenses in a way that generates short-term returns (but which normal companies don't do because it causes long term problems) like:
- don't buy new inventory to replace items sold (mentioned above)
- stop doing maintenance (saves money for a while, until everything breaks)
- delay paying outside vendors (works for a few months, until they stop shipping you stuff unless they get their money and/or sue you)
- sell physical assets (like the stores themselves) to an outside holding company (possibly owned by you) and rent them back, getting short term income for the company from the sale (but collecting the rent yourself, and also retaining the right to sell the real estate later).
3) pay yourself huge bonuses on the basis of your cost savings.
4) When the company is no longer viable, leave the empty husk behind. The company has a bunch of loans it will never be able to pay off (sucks for the lenders) but you keep your paychecks, bonuses and any assets you sold to yourself at below-market prices.
5) move on to the next company.
(basically, "the bust out" sequence from Goodfellas)
GP is repeating the PE as corporate raiders story, but leaving out that these are often struggling, mismanaged companies, and that those loans have a sophisticated counterparty. The lenders might eat the losses, but after a few rounds, they'll demand higher interest rates once they see PE's turnaround track record. This is actually an example of where markets work; it's just ugly to see a beloved band go out like this.
I'm aware that some private equity actually does plan to make money by applying good management to a fundamentally sound company which is currently struggling (or "cheap") because of fixable mismanagement. Warren Buffet got rich by doing this repeatedly.
But that's not what happened to Toys'R'Us.
"Raider" PE doesn't care about the high interest rates because they don't intend to pay them for long enough to matter, and - as mentioned in other replies - usually the sophisticated counterparty to the loans has identified a less-sophisticated other counterparty to sell the loans to and sees this as a risk-free deal that nets them origination fees. Suckers exist. Banks make it their job to find them.
Warren Buffet is interested only in solid businesses, not in buying distressed assets in a fire-sale. One of his maxims: "is better to buy a wonderful business at a fair price, then to buy a fair business at a wonderful price"
> Warren Buffet got rich by doing this repeatedly.
Warren Buffet would insist that he's not in private equity because Berkshire's stock is publicly traded and there's no lockup. He has publicly stated that he thinks being a PE LP is financial malpractice.
Banks want to keep working with PE because banks have a lot of M&A business, and PE firms are the high-dealflow clients of their M&A arm. If Elliot (to pick a vulture at random) hires you to do mergers they're going to expect you to also help with the financing.
The banks don't end up being the bag-holders in any case, because they securitize the loans.
PE firms mostly make money on the management fees they charge the company, and by stripping assets, so they're often OK if they lose money on the ownership stake. In any case, the PE principals make money from their LPs with fat fees on assets under management so even if the entire investment goes south, it's the LPs who ultimately take the hit (5-10 years later) and not the principals.
Commonly, the bank that undewrites the loans will essentially do the same thing - they collect a commission but sell the underlying debt to someone else as (high-yield, because they are high-risk) bonds.
If you've heard of "Junk Bonds", this is (one source) of where they come from.
It's like a financial game of "hot potato" - you can make money as long as you're not the last person to hold the debt. So the answer to "who lends the money?" is "anyone who thinks they can sell the debt to someone else before it explodes".
In the end, a lot of it goes to "unsophisticated" individual investors, who will buy it based on "Sears (or whoever) is a great company, why wouldn't I buy their bonds" without realizing the full extend of what's happening.
> In the end, a lot of it goes to "unsophisticated" individual investors, who will buy it based on "Sears (or whoever) is a great company, why wouldn't I buy their bonds" without realizing the full extend of what's happening.
Unfortunately, a lot of these and similar financial schemes end with the phrase "...eventually retail investors end up holding the bag and taking the losses." LBOs, collateralized mortgages, crypto, every equity that gets pumped and dumped. When every layer in the banking industry has skimmed its profit and did their own renaming/reselling/repackaging of these "products" finally there's some individual investor chump who takes the loss, making the numbers add up.
Ultimately it falls on the taxpayer. The existence of the FDIC not only incentivizes but almost forces banks to be risky with their investments. It doesn’t matter if their lending fails because the government has to come in and clean it all up and those expenses are passed on to the public.
Banks aren't defaulting because they held bad PE loans. The recent memorable case was SVB, but it held quality paper, just with a duration risk. Banks aren't investing depositor funds in loans to Toys R Us.
Fractional reserve banking means the bank only has a small percentage of the money its customers deposit on hand (currently 0% since 2020). What do they do with the rest of that money? They invest it. They take on risky investments because it will either pay off or they will be bailed out by the taxpayer through FDIC. There is zero risk on the banks part.
TLDR: you know how people will by crypto that has absolutely no backing of anything? Well these bonds at least back to the company. There's always another sucker there to unload your debt to after you make a profit in fees and interest.
I've personally seen this script played out a couple times in my career similar to what you describe. But the piece I don't understand is the banks. The loans usually end up worthless since the future earnings evaporate, so why do bankers go along with it?
The banks know this is likely to happen, but believe (usually correctly) that they can sell the debt to someone else before it becomes worthless.
I.e. the deal for the bank is not "we're going to issue this loan and collect payments for it over the next 20 years", it's "we're going to issue $20M loans and simultaneously sell $21M of bonds backed by that loan. We skim the $1M difference for ourselves at basically no risk, and if the bonds default, they default. Not our problem."
Why do people buy the bonds?
- they think they can do the same thing - repackage the bonds as CDOs (collateralized debt obligations), skim a percentage and dump the risk on someone else. This possibly includes hiding the risk by combining multiple different kinds of debt, and then issuing different 'tranches' with different risk/reward levels. (this is what happened to a lot of mortgages in the 2008 financial crisis)
- they only plan to hold the bonds for a short time (the company will probably make the first few loan, and hence bond payments) and sell them to someone who's further removed from the original sale (who may have not done their due diligence) before things go badly
- they believe the private equity propaganda (propaganda works! at least sometimes) and actually think the bonds will be paid off.
The bank doesn't keep the loan, they sell it off to someone else. This happens all the time with mortgages. The banks are constantly adjusting their portfolios to ensure a desired level of risk and leverage. If nothing else, they've collected the origination fee already, so even if they don't get much in the way of payments they still come out ahead.
How does that work exactly though? Loans from whom? Lenders watch Goodfellas too. They know the game here. Oh, a private equity firm wants to take out loans on the future earnings of this company they just bought. That sounds like it must be very profitable! Let's call off our due diligence.
A loan at an 11% interest rate pays for itself in around six and a half years. The general concept is that even if the PE firm runs the company into the ground, it only needs to exist (and make loan payments) for 6.5 years to get your money back.
For a company like Toys R Us, there is still value in that brand name. You can reduce the quality of the store and coast on that recognition for a little while before people change their shopping habits. Put another way, how many bad meals would you have to have at your favorite restaurant before you stopped going? I bet it's more than one or two, as long as the experience isn't super terrible.
So for a lender, the questions you ask yourself are:
1. With cost cutting and other measures, how long do I think this business can last?
2. Once this business reaches bankruptcy, how much am I likely to recover on my loan? This involves figuring out how much in assets the company has.
3. What are the chances this business is able to be turned around?
There are situations where even if the company goes bankrupt, the lenders still made money.
Lenders aren't dumb. They know the reputation of the PE performing the buyout. If that particular firm has a terrible track record money to lenders, the lender will want to be compensated for that risk.
Ultimately, the people that "pay" for this are shareholders (who get zeroed out in bankruptcy) and consumers (who get degraded product/service quality for the same price; that's how the company stays afloat in the short term).
In this case the PE firm would have been better off not getting a loan to begin with - it would have kept the interest payments to itself.
This looks a lot like selling some bad assets to some sucker investors. But the question a lot of people seem to ask in this thread is: when will the world run out of suckers? (Maybe this question shows how naive I am? Maybe some people know how to find these suckers one after the other?)
>> Lenders aren't dumb. They know the reputation of the PE performing the buyout. If that particular firm has a terrible track record money to lenders, the lender will want to be compensated for that risk.
That's not a bust out then. If the lenders get compensated for their risk it's just a business decision.
The accusation was "The company has a bunch of loans it will never be able to pay off (sucks for the lenders)".
The accusation was that the lenders were in fact dumb.
Compare this to the other trend I noticed the other day, JIT delivery beyond excess.
Was in Walgreens, and a woman was restocking the shelves. She had a series of reusable plastic boxes, but they were all labelled by isle. So she'd take the box to isle 5 or whatnot, and there'd be 5 products in it. Literally the products sold the day before. EG, one box of toothpaste, one brush, that sort of thing.
Asked her about it, and she loved it. Said before, she had to walk all over the store to restock, but not now. Later that week, I was in again and noticed a van unloading about 10 of the same reusable boxes.
Definitely a powerful way to keep stock levels down, even if not working towards a squeeze to close-out path. I wonder on the comparative on daily van delivery costs vs say.. a larger truck once a week, along with stock levels. Some very interesting math there, including regional supply depots stock levels, maintenance costs of larger trucks versus a van, and so on.
In my case it redirects me to https://history.de, where I learned that, if I turn on my TV, I could be watching the highly-regarded documentary series "Ancient Aliens". I think the website redirects you to your "local" version of the site, content be damned.
In college I had the opportunity to ask the CEO how the company intended to compete with online retailers and he responded dispassionately, “with loyalty cards.”
Worked there for several years in the 80's -- prime time Coleco Adam, VIC-20, TI-99, Atari 800, Vectrex, Star Wars action figures, Strawberry Shortcake dolls, Cabbage Patch Kids -- none of these I could afford making $3 an hour, although we made 1.5x on Sundays. Still have the orange vest with Geoffrey Giraffe on the back. Fun times!
Wikipedia says the Canadian company was owned by the US company until its bankruptcy, when the Canadian company was sold. Very likely, it had operated with separate finances from the US parent, and didn't have the same sort of loans and extraction activities. So when the US firm went bankrupt, there was interest from multiple bidders for the Canadian assets.
They used to be connected; it was split in ~2017(ish) with the Canadian division having been bought while the US stores closed all locations. Doug Putman bought it in 2021 and I saw an article about 3 or 4 months ago that Putman took on ~$120M in debt financing to scale out the org.
do you think that had PE not been involved, Toys would be the same as it was in 1991 [1]? Glass cases with RC cars and hovercraft? Glue-together models, Hot Wheels? The times change, even though I agree with you that PE sucks. Besides, if it were merely PE then wouldn't that create new opportunity for people to start their own local toystores? If it were merely PE then the market to buy toys would remain unchanged, wouldn't it?
Kids know absolutely nothing when they are born but they generally have a strong instinct to play with certain kinds of toys regardless of their short life experience. There is not much reason to force innovation in this sector.
It's not toys that need innovation but the Toys R Us business model. I loved going there as a kid too but it had been surpassed by WalMart in toy sales volume long before it went private. Target was probably close if not surpassed it, and video game sales were taken over by more convenient (and way more fun) GameStops. TOY stock had dropped a ton, and really was only hanging in there due to Babies R Us. All of this before Amazon was a serious retailer of anything besides books (meanwhile toysrus.com was a disaster that they took offline). It's a fun place to remember but I'm pretty sure if you walked into a replica Toys R Us from 1998 today you'd immediately be overwhelmed by suckiness - the horrible fluorescent lighting, zero customer service, lack of furnishings (Costco stores look nicer), nothing to actually try or play with, prices that weren't too competitive.
Problem is PE stresses a company out such that they don't have runway to adapt. In the end, the consumer is still less well served by fewer choices and higher prices.
> I'm saying the market for what TRU provided had disappeared
The market still exists, doesn't it?
Kids still exist, kids still play with toys.
People simply buy toys from Amazon now, not TRU.
Just like people buy electronics from Amazon, not Best Buy/Circuit City.
And shoes from Amazon/Zappos, not Payless.
Seems like most retail markets still exist, they've just been cornered by the giant "Everything Store".
IMO, physical toy stores should be competitive to e-commerce with the right strategy. Simply going to the store could be an exciting adventure into itself, with higher fidelity discovery than a screen provides. Esp. post-COVID where people are opting more for analog/offline options after online/lockdown burnout.
Claiming TRU's market disappeared feels similar to claiming the bookstore market disappeared, yet Barnes and Noble had a well documented and surprising comeback by shifting strategy:
As a parent, I can assure you that the market for Toys 'R' Us still exists. The problem is that to become a TRU requires a lot of capital. More than anyone is likely to risk in 2025.
It's sad. I would love to take my kids to a 90s TRU.
PE isn't trying to turn the company around in these cases, or at least only trying to do that; when the company is truly doomed PE is trying to maximize the value obtained before it expires. They're serving a useful role in the capitalist ecosystem.
You're factually wrong, as described in the linked case study and a million other similar ones - whether they're about Toys R Us specifically or otherwise.
Toys R Us still exists where I live (Canada). I admit I don't go in often outside of holiday shopping, but it's still the same Toys R Us it's always been, natural shifts in toy inventory notwithstanding, of course.
I'm not sure why you're riding for the predatory PE firms, here. "That's why they don't exist"? My brother in Christ, they still do - and still would if it weren't for this aggressive bullshit.
How is he "riding for PE firms"? The writing was on the wall for Toys R Us (in the US at least) long before they went private. It had been surpassed by WalMart, speciality stores like GameStop were increasingly stealing valuable segments, the company's online presence failed, and online competition from Amazon and other retailers was just getting started. Meanwhile physical Toys R Us stores were the exact opposite of "comfortable" or "welcoming" - think Staples for toys. Nothing is impossible but their survival was really only feasible with a "burn it all down and start over again" strategy, not just small tweaks to the legacy Toys R Us model.
PE is a crude tool for crude extraction. Honestly, the last time I found myself in a TRU, I had to leave because the off gassing was overwhelming. So no, not 1991, but likely something very 2025. If they still sell sugar water and cereal boxes at the grocery store, there's a market for TRU. pew pew.
I’d honestly love a meta commentary on Toys ‘R’ Us articles. It seems something important happened, but I can’t piece it together beyond the fury at a short list of totems.
That 1996 picture brings huge nostalgia for me. I still remember being an excited 11-year-old carrying my Pokémon badge book on Saturday, ready to compete in the TCG championship.
Worth I guess mentioning that ToysRUs (and also BabyRUs) are still very much operational and present in Japan (In most large shopping malls).
I assume the company split at some point from the US part.
I have quite a few very fond memories of Toys R Us.
My Aunt and Uncle would come visit us and part of the ritual was to take my sister and me there and we got one toy each, under a certain budget. I typically got Muscle Men or GI Joe.
I can still smell that store in my mind...38 years later. And I can still visualize the GI Joe Aircraft Carrier that was holy unobtainium for me and my families budget.
All of this to say...I am thankful I never witnessed the fall. I hit an age where we stopped going and I just never went back.
> GI Joe Aircraft Carrier
Amazing toys like this just don't exist anymore. It's really sad. The 90s was peak toys for boys.
The one you're talking about is from the late 80s.
I remember the GI joe aisle, remote control car aisle, and of course the video game isle with the tickets you had to take up to the cage at the front of the store.
Fun fact: The Asian arm of Toys 'R' Us never shut down, and while it's far from the most popular retailer (and, IMHO, broadly overpriced), it's maintained a retail presence in Thailand, Singapore, Malaysia, and more.
There's an interesting tradition of dead American brands getting a second life in Asia. Swenson's, Sizzler, Dean & Deluca, and Mr. Donut in Southeast Asia, Tower Records and Kinko's in Japan, even 7-11's outsized popularity in Asia versus its more moderate presence in the States. Yahoo! Japan almost counts as well.
Toy's R Us 'R' still in most the big malls in South Africa. Was dragged around just the other day. Haven't changed much since the 80s/90s
I'm pretty sure 7-11 is actually owned by a Japanese company these days.
According to the wiki, it's been majority Japanese owned since 1991. The North American stores rely too heavily on terrible stuff tho
There's been talk of a bit of a retooling to make the American stores more Japanese, but I haven't lived in a 7-11 region for a while. (Though I thought they'd bought out one of the chains locally and were going to rebrand them, it hasn't happened)
https://www.businessinsider.com/7-eleven-japan-convenience-s...
That it is, though recently with a Canadian company trying to acquire a controlling interest.
interestingly, 7-11 is doing quite well in Texas, where it operates under the brand Stripes. They also have kitchens in some called “Laredo Taco” that sell primarily Mexican food and are quite beloved, esp. by blue collar workers
This isn't entirely true. 7-11 bought and maintained the Stripes brand, but they still operate 7-11 branded stores in Texas.
Sizzler is still around in the US, and emerged from bankruptcy in 2023.
I thought they were down to a single branch; TIL!
7-11 has ~12k locations in the US so it's not exactly dead?
No, absolutely, just the concentration in Asia generally and Thailand/Japan specifically makes it a far bigger deal. That was a bad example to include versus Toys R Us.
The fall isn't covered in very much detail.
I think it might be exemplified by a personal example. I went to one near the end to buy a standard, wooden block, JENGA toy for relatives. They didn't have any in stock other than some crummy cardboard sticks version (absolutely unable to stand up to the abuse a child under 12 will dish out). I think I ended up ordering one from Amazon with Prime or hitting up a Target or something...
As for the 'category killer' thing, that's probably an example of Market Failure (regulation failure). For a fungible commodity product, there probably should be a requirement to provide access to the same price to all players in the market. That might mean that the price at a generic warehouse in one of the major shipping ports is that price. Stores / groups of stores would still need to leverage shipping and distribution networks, but it'd at least give places a _chance_ to compete.
> they didn't have any in stock other than some crummy cardboard sticks version
Private Equity hates inventory. Their first trick in buying a retail business is slashing in-store inventory. They also treat suppliers like dogshit, playing games with payment terms, etc. End result: stores don't have the products customers want and quality suppliers fire them as customers.
How do PEs earn money in this scenario? I don't think it can spin off the brand easily? Or by real estate?
So, some PEs do try to run businesses sustainably. But we mostly hear about the PEs that turn a business that's slowly dying to one that will operate "as normal" until it suddenly dies, usually somewhere around 5-7 years later.
The first thing is that, if at all possible, the PE wants to do a leveraged buyout where the acquired company itself has borrowed most of the funds to buy itself. This cashes out the previous investors, but leaves most of the risk with lenders rather than the PE firm. Sometimes the PE may get a cut of the financing revenue. Most of the loan will be sold on the bond market, typically as junk bonds. Junk bonds have high interest rates, because there's a good chance the loan won't be repaid, but maybe you'll collect enough between interest and the bankruptcy settlement.
While the company operates under the PE's management, it's getting paid management fees.
It's also likely to move valuable assets out of the company; for real estate, sale and leaseback is common; when the company implodes, the PE keeps the land and can sell or lease it to someone else. The sale price was probably under market and the lease over market, so the PE earns money here. Having a high lease payment helps the PE finance the purchase, and may help it finance similar property as well.
Question is, why do lenders lend money to them? Maybe they can get the principles back somehow?
The interest rates are high, and the lenders likely will sell off the loans in a few years. If the company sticks around for a few years and looks ok, they might even be able to sell the loan for more than they lent out. Especially if the corporate numbers look good because of short-term changes, they may be able to get out.
When the company goes bankrupt, the lenders have first priority for remaining assets, sometimes lenders will takeover a business and run it away from the shore and earn a profit that way, too.
Thanks, looks like interesting cases to study.
They got 13 years of payments which might have been enough to make it worth it for the lenders depending on the premium they were getting on loaning the money. Sears and Joann's also took about 13 years from buyout to bankruptcy. Party City only took 6 years.
Stick the junk bonds in. With solid bonds and hide that they exist. Sell to a greater fool.
Thanks, I remember reading about those LBOs many years ago when they were kinda new to the public. Should have thought about that.
Guess the key is:
1) Find a suitable monetary situation
2) Find companies that still have long term value but are struggling
3) Find a loan
4) Execute
Private Equity playbook:
1) Buy a company from the stockholders by having the company take out loans (secured by future earnings) to pay for the stock. Do not pay for it with more than a token amount of your own money.
2) Slash company expenses in a way that generates short-term returns (but which normal companies don't do because it causes long term problems) like:
- don't buy new inventory to replace items sold (mentioned above)
- stop doing maintenance (saves money for a while, until everything breaks)
- delay paying outside vendors (works for a few months, until they stop shipping you stuff unless they get their money and/or sue you)
- sell physical assets (like the stores themselves) to an outside holding company (possibly owned by you) and rent them back, getting short term income for the company from the sale (but collecting the rent yourself, and also retaining the right to sell the real estate later).
3) pay yourself huge bonuses on the basis of your cost savings.
4) When the company is no longer viable, leave the empty husk behind. The company has a bunch of loans it will never be able to pay off (sucks for the lenders) but you keep your paychecks, bonuses and any assets you sold to yourself at below-market prices.
5) move on to the next company.
(basically, "the bust out" sequence from Goodfellas)
Who are the lenders and why do they keep lending when their is a history of default from the PE-owners?
GP is repeating the PE as corporate raiders story, but leaving out that these are often struggling, mismanaged companies, and that those loans have a sophisticated counterparty. The lenders might eat the losses, but after a few rounds, they'll demand higher interest rates once they see PE's turnaround track record. This is actually an example of where markets work; it's just ugly to see a beloved band go out like this.
I'm aware that some private equity actually does plan to make money by applying good management to a fundamentally sound company which is currently struggling (or "cheap") because of fixable mismanagement. Warren Buffet got rich by doing this repeatedly.
But that's not what happened to Toys'R'Us.
"Raider" PE doesn't care about the high interest rates because they don't intend to pay them for long enough to matter, and - as mentioned in other replies - usually the sophisticated counterparty to the loans has identified a less-sophisticated other counterparty to sell the loans to and sees this as a risk-free deal that nets them origination fees. Suckers exist. Banks make it their job to find them.
Warren Buffet is interested only in solid businesses, not in buying distressed assets in a fire-sale. One of his maxims: "is better to buy a wonderful business at a fair price, then to buy a fair business at a wonderful price"
> Warren Buffet got rich by doing this repeatedly.
Warren Buffet would insist that he's not in private equity because Berkshire's stock is publicly traded and there's no lockup. He has publicly stated that he thinks being a PE LP is financial malpractice.
Banks want to keep working with PE because banks have a lot of M&A business, and PE firms are the high-dealflow clients of their M&A arm. If Elliot (to pick a vulture at random) hires you to do mergers they're going to expect you to also help with the financing.
The banks don't end up being the bag-holders in any case, because they securitize the loans.
PE firms mostly make money on the management fees they charge the company, and by stripping assets, so they're often OK if they lose money on the ownership stake. In any case, the PE principals make money from their LPs with fat fees on assets under management so even if the entire investment goes south, it's the LPs who ultimately take the hit (5-10 years later) and not the principals.
Commonly, the bank that undewrites the loans will essentially do the same thing - they collect a commission but sell the underlying debt to someone else as (high-yield, because they are high-risk) bonds.
If you've heard of "Junk Bonds", this is (one source) of where they come from.
It's like a financial game of "hot potato" - you can make money as long as you're not the last person to hold the debt. So the answer to "who lends the money?" is "anyone who thinks they can sell the debt to someone else before it explodes".
In the end, a lot of it goes to "unsophisticated" individual investors, who will buy it based on "Sears (or whoever) is a great company, why wouldn't I buy their bonds" without realizing the full extend of what's happening.
> In the end, a lot of it goes to "unsophisticated" individual investors, who will buy it based on "Sears (or whoever) is a great company, why wouldn't I buy their bonds" without realizing the full extend of what's happening.
Unfortunately, a lot of these and similar financial schemes end with the phrase "...eventually retail investors end up holding the bag and taking the losses." LBOs, collateralized mortgages, crypto, every equity that gets pumped and dumped. When every layer in the banking industry has skimmed its profit and did their own renaming/reselling/repackaging of these "products" finally there's some individual investor chump who takes the loss, making the numbers add up.
Bankers who want to secure a deal that looks good on paper. When the loan defaults it would be someone else’s problem.
Ultimately it falls on the taxpayer. The existence of the FDIC not only incentivizes but almost forces banks to be risky with their investments. It doesn’t matter if their lending fails because the government has to come in and clean it all up and those expenses are passed on to the public.
Banks aren't defaulting because they held bad PE loans. The recent memorable case was SVB, but it held quality paper, just with a duration risk. Banks aren't investing depositor funds in loans to Toys R Us.
It’s not entirely about defaults.
FDIC has exactly 0 to do with this.
Fractional reserve banking means the bank only has a small percentage of the money its customers deposit on hand (currently 0% since 2020). What do they do with the rest of that money? They invest it. They take on risky investments because it will either pay off or they will be bailed out by the taxpayer through FDIC. There is zero risk on the banks part.
TLDR: you know how people will by crypto that has absolutely no backing of anything? Well these bonds at least back to the company. There's always another sucker there to unload your debt to after you make a profit in fees and interest.
I've personally seen this script played out a couple times in my career similar to what you describe. But the piece I don't understand is the banks. The loans usually end up worthless since the future earnings evaporate, so why do bankers go along with it?
The banks know this is likely to happen, but believe (usually correctly) that they can sell the debt to someone else before it becomes worthless.
I.e. the deal for the bank is not "we're going to issue this loan and collect payments for it over the next 20 years", it's "we're going to issue $20M loans and simultaneously sell $21M of bonds backed by that loan. We skim the $1M difference for ourselves at basically no risk, and if the bonds default, they default. Not our problem."
Why do people buy the bonds?
- they think they can do the same thing - repackage the bonds as CDOs (collateralized debt obligations), skim a percentage and dump the risk on someone else. This possibly includes hiding the risk by combining multiple different kinds of debt, and then issuing different 'tranches' with different risk/reward levels. (this is what happened to a lot of mortgages in the 2008 financial crisis)
- they only plan to hold the bonds for a short time (the company will probably make the first few loan, and hence bond payments) and sell them to someone who's further removed from the original sale (who may have not done their due diligence) before things go badly
- they believe the private equity propaganda (propaganda works! at least sometimes) and actually think the bonds will be paid off.
Maybe the bankers are thinking the same thing -- it's the bank that loses, not me who bagged huge bonus.
But then how does it pass banks's audit?
The bank doesn't keep the loan, they sell it off to someone else. This happens all the time with mortgages. The banks are constantly adjusting their portfolios to ensure a desired level of risk and leverage. If nothing else, they've collected the origination fee already, so even if they don't get much in the way of payments they still come out ahead.
Ah thanks, this makes a lot of sense now.
I vaguely recall they did a few rounds of this at bed, bath and beyond.
Also Sears
>> by having the company take out loans
How does that work exactly though? Loans from whom? Lenders watch Goodfellas too. They know the game here. Oh, a private equity firm wants to take out loans on the future earnings of this company they just bought. That sounds like it must be very profitable! Let's call off our due diligence.
Said no lender ever.
A loan at an 11% interest rate pays for itself in around six and a half years. The general concept is that even if the PE firm runs the company into the ground, it only needs to exist (and make loan payments) for 6.5 years to get your money back.
For a company like Toys R Us, there is still value in that brand name. You can reduce the quality of the store and coast on that recognition for a little while before people change their shopping habits. Put another way, how many bad meals would you have to have at your favorite restaurant before you stopped going? I bet it's more than one or two, as long as the experience isn't super terrible.
So for a lender, the questions you ask yourself are:
1. With cost cutting and other measures, how long do I think this business can last?
2. Once this business reaches bankruptcy, how much am I likely to recover on my loan? This involves figuring out how much in assets the company has.
3. What are the chances this business is able to be turned around?
There are situations where even if the company goes bankrupt, the lenders still made money.
Lenders aren't dumb. They know the reputation of the PE performing the buyout. If that particular firm has a terrible track record money to lenders, the lender will want to be compensated for that risk.
Ultimately, the people that "pay" for this are shareholders (who get zeroed out in bankruptcy) and consumers (who get degraded product/service quality for the same price; that's how the company stays afloat in the short term).
In this case the PE firm would have been better off not getting a loan to begin with - it would have kept the interest payments to itself.
This looks a lot like selling some bad assets to some sucker investors. But the question a lot of people seem to ask in this thread is: when will the world run out of suckers? (Maybe this question shows how naive I am? Maybe some people know how to find these suckers one after the other?)
>> Lenders aren't dumb. They know the reputation of the PE performing the buyout. If that particular firm has a terrible track record money to lenders, the lender will want to be compensated for that risk.
That's not a bust out then. If the lenders get compensated for their risk it's just a business decision.
The accusation was "The company has a bunch of loans it will never be able to pay off (sucks for the lenders)".
The accusation was that the lenders were in fact dumb.
So which is it?
It's lenders all the way down, and the ones on the bottom are the ones who lose.
Debt
Compare this to the other trend I noticed the other day, JIT delivery beyond excess.
Was in Walgreens, and a woman was restocking the shelves. She had a series of reusable plastic boxes, but they were all labelled by isle. So she'd take the box to isle 5 or whatnot, and there'd be 5 products in it. Literally the products sold the day before. EG, one box of toothpaste, one brush, that sort of thing.
Asked her about it, and she loved it. Said before, she had to walk all over the store to restock, but not now. Later that week, I was in again and noticed a van unloading about 10 of the same reusable boxes.
Definitely a powerful way to keep stock levels down, even if not working towards a squeeze to close-out path. I wonder on the comparative on daily van delivery costs vs say.. a larger truck once a week, along with stock levels. Some very interesting math there, including regional supply depots stock levels, maintenance costs of larger trucks versus a van, and so on.
I'm mildly confused, the link redirects to https://www.hearstnetworks.com/ which is some kind of TV broadcaster's homepage?
Same for me, I can't go to history.com. Might be an European thing, I see they own the history channel: https://www.hearstnetworks.com/brands/cee/history
In my case it redirects me to https://history.de, where I learned that, if I turn on my TV, I could be watching the highly-regarded documentary series "Ancient Aliens". I think the website redirects you to your "local" version of the site, content be damned.
In college I had the opportunity to ask the CEO how the company intended to compete with online retailers and he responded dispassionately, “with loyalty cards.”
Worked there for several years in the 80's -- prime time Coleco Adam, VIC-20, TI-99, Atari 800, Vectrex, Star Wars action figures, Strawberry Shortcake dolls, Cabbage Patch Kids -- none of these I could afford making $3 an hour, although we made 1.5x on Sundays. Still have the orange vest with Geoffrey Giraffe on the back. Fun times!
we still have these stores in Canada, where they not the same business? https://www.toysrus.ca
Wikipedia says the Canadian company was owned by the US company until its bankruptcy, when the Canadian company was sold. Very likely, it had operated with separate finances from the US parent, and didn't have the same sort of loans and extraction activities. So when the US firm went bankrupt, there was interest from multiple bidders for the Canadian assets.
oh that makes sense
They used to be connected; it was split in ~2017(ish) with the Canadian division having been bought while the US stores closed all locations. Doug Putman bought it in 2021 and I saw an article about 3 or 4 months ago that Putman took on ~$120M in debt financing to scale out the org.
There’s a special place in hell reserved for private equity firms. I hear it’s for sale.
do you think that had PE not been involved, Toys would be the same as it was in 1991 [1]? Glass cases with RC cars and hovercraft? Glue-together models, Hot Wheels? The times change, even though I agree with you that PE sucks. Besides, if it were merely PE then wouldn't that create new opportunity for people to start their own local toystores? If it were merely PE then the market to buy toys would remain unchanged, wouldn't it?
1. https://youtu.be/KsebX5Gd2Ao?si=YPbNBW_Xw3dHmcQw
Kids know absolutely nothing when they are born but they generally have a strong instinct to play with certain kinds of toys regardless of their short life experience. There is not much reason to force innovation in this sector.
It's not toys that need innovation but the Toys R Us business model. I loved going there as a kid too but it had been surpassed by WalMart in toy sales volume long before it went private. Target was probably close if not surpassed it, and video game sales were taken over by more convenient (and way more fun) GameStops. TOY stock had dropped a ton, and really was only hanging in there due to Babies R Us. All of this before Amazon was a serious retailer of anything besides books (meanwhile toysrus.com was a disaster that they took offline). It's a fun place to remember but I'm pretty sure if you walked into a replica Toys R Us from 1998 today you'd immediately be overwhelmed by suckiness - the horrible fluorescent lighting, zero customer service, lack of furnishings (Costco stores look nicer), nothing to actually try or play with, prices that weren't too competitive.
Problem is PE stresses a company out such that they don't have runway to adapt. In the end, the consumer is still less well served by fewer choices and higher prices.
if the market existed, then a new toy store would appear. I'm saying the market for what TRU provided had disappeared.
> I'm saying the market for what TRU provided had disappeared
The market still exists, doesn't it?
Kids still exist, kids still play with toys.
People simply buy toys from Amazon now, not TRU.
Just like people buy electronics from Amazon, not Best Buy/Circuit City.
And shoes from Amazon/Zappos, not Payless.
Seems like most retail markets still exist, they've just been cornered by the giant "Everything Store".
IMO, physical toy stores should be competitive to e-commerce with the right strategy. Simply going to the store could be an exciting adventure into itself, with higher fidelity discovery than a screen provides. Esp. post-COVID where people are opting more for analog/offline options after online/lockdown burnout.
Claiming TRU's market disappeared feels similar to claiming the bookstore market disappeared, yet Barnes and Noble had a well documented and surprising comeback by shifting strategy:
https://news.ycombinator.com/item?id=34165960
As a parent, I can assure you that the market for Toys 'R' Us still exists. The problem is that to become a TRU requires a lot of capital. More than anyone is likely to risk in 2025.
It's sad. I would love to take my kids to a 90s TRU.
Small mom and pop toy stores have replaced the big box toy stores of yesteryear, quite successfully I would say (at least in our area)
PE isn't trying to turn the company around in these cases, or at least only trying to do that; when the company is truly doomed PE is trying to maximize the value obtained before it expires. They're serving a useful role in the capitalist ecosystem.
They had electronics and legos, not just models and hot wheels. I think they’d have adapted like most businesses have.
I think they didn't adapt and thats why they no longer exist
You're factually wrong, as described in the linked case study and a million other similar ones - whether they're about Toys R Us specifically or otherwise.
Toys R Us still exists where I live (Canada). I admit I don't go in often outside of holiday shopping, but it's still the same Toys R Us it's always been, natural shifts in toy inventory notwithstanding, of course.
I'm not sure why you're riding for the predatory PE firms, here. "That's why they don't exist"? My brother in Christ, they still do - and still would if it weren't for this aggressive bullshit.
How is he "riding for PE firms"? The writing was on the wall for Toys R Us (in the US at least) long before they went private. It had been surpassed by WalMart, speciality stores like GameStop were increasingly stealing valuable segments, the company's online presence failed, and online competition from Amazon and other retailers was just getting started. Meanwhile physical Toys R Us stores were the exact opposite of "comfortable" or "welcoming" - think Staples for toys. Nothing is impossible but their survival was really only feasible with a "burn it all down and start over again" strategy, not just small tweaks to the legacy Toys R Us model.
PE is a crude tool for crude extraction. Honestly, the last time I found myself in a TRU, I had to leave because the off gassing was overwhelming. So no, not 1991, but likely something very 2025. If they still sell sugar water and cereal boxes at the grocery store, there's a market for TRU. pew pew.
Or they could have been Barnes & Noble.
I feel like Company Man on Youtube covered this well back in 2017: https://youtu.be/4JYUo9WKkao
And then he did a follow up at the same time this article was published: https://www.youtube.com/watch?v=A8OPvx1nhSM
The only thing I ever bought from Toys R Us is a ROM cartridge for the C64 with an assembler and debugger. This must have been it: https://www.cbmstuff.com/downloads/hesmon64.pdf
I’d honestly love a meta commentary on Toys ‘R’ Us articles. It seems something important happened, but I can’t piece it together beyond the fury at a short list of totems.
That 1996 picture brings huge nostalgia for me. I still remember being an excited 11-year-old carrying my Pokémon badge book on Saturday, ready to compete in the TCG championship.
Worth I guess mentioning that ToysRUs (and also BabyRUs) are still very much operational and present in Japan (In most large shopping malls). I assume the company split at some point from the US part.
I personally stopped shopping with them because they stopped selling toys and sold only crappy expensive garbage.