Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. 

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654 

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

Co-Counsel to the TRU Inc. Trust 

 IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

NOTICE OF THE TRU INC. TRUST’S SIXTY-THIRD 

OMNIBUS OBJECTION TO CERTAIN (A) NO LIABILITY CLAIMS 

AND (B) EXACT DUPLICATE CLAIM

PLEASE TAKE NOTICE THAT on April 17, 2019, TRU Inc. Trust (collectively, the 

“Trust”)2 filed the TRU Inc. Trust’s Sixty-Third Omnibus Objection to Certain (A) No Liability 

Claims and (B) Exact Duplicate Claim (the “Omnibus Objection”) with the Bankruptcy Court. 

The Omnibus Objection is available at https://cases.primeclerk.com/toysrus/ by searching “SixtySecond Omnibus Objection” in the “Search Docket” field. By the Omnibus Objection, the Trust 

is seeking to disallow claims, including your claim(s), as set forth on Exhibit A attached hereto, 

because the Trust alleges your claim(s) either: (i) is a claim for which the Debtors do not reflect 

any liability or (ii) constitutes a duplicate of another filed claim. 

PLEASE TAKE FURTHER NOTICE THAT on August 8, 2018, the Bankruptcy Court 

entered the Order Establishing Omnibus Objection Procedures and Approving the Form and 

Manner of the Notice of Omnibus Objections [Docket No. 4080] (the “Order”), approving 

procedures for filing omnibus objections to proofs of claim and requests for allowance and 

payment of administrative expenses and/or cure claims (collectively, the “Claims” and each 

1

 The debtors in these chapter 11 cases, Toys “R” Us, Inc. and its debtor affiliates (collectively, the “Debtors”) 

along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Order (I) 

Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The 

location of the Debtors’ service address is One Geoffrey Way, Wayne, New Jersey 07470. 

2

 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Objection. 

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2 

individually, a “Claim”) in connection with the above-captioned chapter 11 cases (the “Omnibus 

Objection Procedures”). 

YOU ARE RECEIVING THIS NOTICE BECAUSE ALL CLAIMS LISTED HEREIN 

THAT YOU FILED AGAINST ONE OR MORE OF THE DEBTORS IN THE 

ABOVE-CAPTIONED CHAPTER 11 CASES ARE SUBJECT TO THE OMIBUS OBJECTION. 

YOUR RIGHTS MAY BE AFFECTED BY THE OBJECTION. THEREFORE, YOU SHOULD 

READ THIS NOTICE (INCLUDING THE OMIBUS OBJECTION AND OTHER 

ATTACHMENTS) CAREFULLY AND DISCUSS THEM WITH YOUR ATTORNEY. IF YOU 

DO NOT HAVE AN ATTORNEY, YOU MAY WISH TO CONSULT ONE. 

MOREOVER, UNDER THE OMNIBUS OBJECTION PROCEDURES, UNLESS A 

WRITTEN RESPONSE AND A REQUEST FOR A HEARING ARE FILED WITH THE CLERK 

OF THE COURT WITHIN 21 CALENDAR DAYS OF THE MAILING OF THIS OBJECTION 

(THE “RESPONSE DEADLINE”) AND SERVED ON THE OBJECTING PARTY, THE 

COURT MAY DEEM ANY OPPOSITION WAIVED, TREAT THE OMNIBUS OBJECTION 

AS CONCEDED, AND ENTER AN ORDER GRANTING THE RELIEF REQUESTED 

WITHOUT A HEARING. 

Critical Information for Claimants 

Choosing to File a Response to the Omnibus Objection 

Who Needs to File a Response: If you oppose the modification or disallowance of your 

Claim(s) listed below and if you are unable to resolve the Omnibus Objection with the Trust before 

the deadline to object, then you must file and serve a written response (the “Response”) to the 

Omnibus Objection in accordance with this Notice. 

If you do not oppose the modification or disallowance and expungement of your Claim(s) 

listed below, then you do not need to file a written Response to the Omnibus Objection and you 

do not need to appear at the hearing. 

Response Deadline: The Response Deadline is 4:00 p.m. prevailing Eastern Time on 

May 8, 2019 (the “Response Deadline”). 

THE BANKRUPTCY COURT WILL ONLY CONSIDER YOUR RESPONSE IF YOUR 

RESPONSE IS FILED BY THE RESPONSE DEADLINE. 

Your Response will be deemed timely filed only if the Response is actually received on 

or before the Response Deadline by the Bankruptcy Court via CM/ECF or at the following address: 

Clerk of the Bankruptcy Court 

United States Bankruptcy Court 

701 East Broad Street 

Richmond, Virginia 23219 

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3 

If the Omnibus Objection is filed by the Trust, the automatic ECF notification for a timely 

and properly filed Response will satisfy service requirements, and the Response may also be served 

on counsel for the Trust at the following addresses: 

Kirkland & Ellis LLP 

Attn: Brett Newman 

300 North LaSalle 

Chicago, Illinois 60654 

Kirkland & Ellis LLP 

Attn: Emily E. Geier 

601 Lexington Avenue 

New York, New York 10022

Unless otherwise adjourned by the Bankruptcy Court or the Trust pursuant to the Omnibus 

Objection Procedures, the hearing on the Omnibus Objection and your Response will be held at 

1:00 p.m. prevailing Eastern Time on May 15, 2019, at: 

United States Bankruptcy Court 

701 East Broad Street – Courtroom 5100 

Richmond, Virginia 23219 

Procedures for Filing a Timely Response 

and Information Regarding the Hearing on the Omnibus Objection 

Contents. Each Response must contain the following (at a minimum): 

1. a caption setting forth the name of the Bankruptcy Court, the name of the Debtors, 

and the case number and the title of the Omnibus Objection to which the Response 

is directed; 

2. the claimant’s name and an explanation for the amount of the Claim; 

3. a concise statement setting forth the reasons why the Bankruptcy Court should not 

sustain the Omnibus Objection with respect to your Claim(s), including, without 

limitation, the specific factual and legal bases upon which the claimant will rely in 

opposing the Omnibus Objection; 

4. a copy of any other documentation or other evidence of the Claim, to the extent not 

already included with the Claim, upon which the claimant will rely in opposing the 

Omnibus Objection at the hearing; and 

5. your name, address, telephone number and email address and/or the name, address, 

telephone number and email address of your attorney and/or designated 

representative to whom the attorneys for the Trust should serve a reply to the 

Response, if any (collectively, the “Notice Addresses”). If a Response contains 

Notice Addresses that are different from the name and/or address listed on the 

Claim, the Notice Addresses will control and will become the service address for 

future service of papers with respect to all of your Claims listed in the Omnibus 

Objection (including all Claims to be disallowed and expunged and the surviving 

claims) and only for those Claims in the Omnibus Objection. 

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4 

Additional Information. To facilitate a resolution of the Omnibus Objection, your 

Response should also include the name, address, telephone number, and email address of the party 

with authority to reconcile, settle or otherwise resolve the Omnibus Objection on the claimant’s 

behalf (the “Additional Addresses”). Unless the Additional Addresses are the same as the Notice 

Addresses, the Additional Addresses will not become the service address for future service of 

papers. 

Failure to File Your Timely Response. If you fail to file your Response on or before the 

Response Deadline in compliance with the procedures set forth in this Notice and timely serve it 

on the Trust’s attorneys, the Trust will present to the Bankruptcy Court an appropriate order 

granting the relief requested in the Omnibus Objection without further notice to you. 

Hearing Attendance. If you file a Response to the Omnibus Objection, then you should 

plan to appear at the hearing on the Omnibus Objection. The Trust, however, reserves the right to 

continue the hearing with respect to the Omnibus Objection and the Response. 

Rescheduling the Hearing. If the Bankruptcy Court determines that the hearing on the 

Omnibus Objection will require substantial time for the presentation of argument and/or evidence, 

then the Bankruptcy Court, in its discretion, may reschedule the hearing. 

Each Objection Is a Contested Matter. Each Claim subject to an Omnibus Objection and 

the Response thereto shall constitute a separate contested matter as contemplated by Bankruptcy 

Rule 9014, and any order entered by the Bankruptcy Court will be deemed a separate order with 

respect to such Claim. 

Additional Information 

Reply of the Trust. The Trust may file a reply to your Response or reply in oral argument 

at the hearing. In such event, the Trust is permitted to file its reply no later than one calendar day 

before the hearing on the Omnibus Objection and the Response. 

Additional Discovery. Upon receipt of your Response, the Trust may determine that 

discovery is necessary in advance of the hearing on the Omnibus Objection and your Response. 

In such event, the Trust will serve separate notice to the Notice Addresses that the scheduled 

hearing will be treated as a status conference during which the parties will request that the 

Bankruptcy Court issue a scheduling order to facilitate resolution of the Response. 

Notwithstanding the foregoing, nothing herein modifies any parties’ right to seek discovery or 

request that the scheduled hearing be treated as a status conference. 

Requests for Information. If you have any questions regarding the Omnibus Objection 

and/or if you wish to obtain a copy of the Omnibus Objection or related documents, you may call 

the Debtors’ restructuring hotline at (844) 794-3476. You may also obtain a copy of the Omnibus 

Objection or related documents by visiting the Debtors’ restructuring website at 

https://cases.primeclerk.com/toysrus/. 

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5 

Reservation of Rights. Nothing in this Notice or the Omnibus Objection constitutes a 

waiver of the Trust’s right to assert any claims, counterclaims, rights of offset or recoupment, 

preference actions, fraudulent-transfer actions, or any other claims against the claimant of the 

Debtors. Unless the Bankruptcy Court allows your Claims or specifically orders otherwise, the 

Trust has the right to object on any grounds to the Claims (or to any other Claims or causes of 

action you may have filed or that have been scheduled by the Trust) at a later date. In such event, 

you will receive a separate notice of any such objections. 

[Remainder of page intentionally left blank]

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Richmond, Virginia 

Dated: April 17, 2019

/s/ Chad J. Husnick

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP

Edward O. Sassower, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) 

Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue 

New York, New York 10022

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Email: edward.sassower@kirkland.com 

joshua.sussberg@kirkland.com 

emily.geier@kirkland.com 

-andJames H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice) 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

 anup.sathy@kirkland.com 

 chad.husnick@kirkland.com 

Co-Counsel to the TRU Inc. Trust 

Filed by: /s/ Jeremy S. Williams _____________

Jeremy S. Williams (VSB No. 77469) 

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Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. 

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654 

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

Co-Counsel to the TRU Inc. Trust 

 IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

TRU INC. TRUST’S SIXTY-THIRD OMNIBUS OBJECTION TO 

CERTAIN (A) NO LIABILITY CLAIMS AND (B) EXACT DUPLICATE CLAIM

THIS OBJECTION SEEKS TO DISALLOW AND EXPUNGE CERTAIN FILED PROOFS OF 

CLAIM. CLAIMANTS RECEIVING THIS OBJECTION SHOULD LOCATE THEIR NAMES 

AND CLAIMS ON SCHEDULES 1-2 TO EXHIBIT A ATTACHED TO THIS OBJECTION. 

The TRU Inc. Trust (the “Trust”) files this omnibus objection (this “Objection”) and seeks 

entry of an order, substantially in the form attached hereto as Exhibit A (the “Order”): 

• disallowing and expunging the claims identified on Schedule 1 to the Order 

(collectively, the “No Liability Claims”) in their entirety because based on the 

Debtors’ books and records, the Debtors have no liability for such claims; and 

• disallowing and expunging the claim identified on Schedule 2 to the Order 

(collectively, the “Exact Duplicate Claims” and together with the No Liability 

Claims, the “Disputed Claims”) in its entirety because such claim constitutes an 

exact duplicate of another filed claim. 

1

 The debtors in these chapter 11 cases, Toys “R” Us, Inc. and its debtor affiliates (collectively, the “Debtors”), 

along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Order (I) 

Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The 

location of the Debtors’ service address is One Geoffrey Way, Wayne, New Jersey 07470. 

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2 

In support of this Objection, the Trust submits the Declaration of Thomas Behnke in 

Support of the TRU Inc. Trust’s Sixty-Third Omnibus Objection to Certain (A) No Liability Claims 

and (B) Exact Duplicate Claim (the “Omnibus Objection”) with the Bankruptcy Court. The 

Omnibus Objection is available (the “Behnke Declaration”), attached to this Objection as Exhibit 

B, and respectfully state as follows. 

Jurisdiction 

1. The United States Bankruptcy Court for the Eastern District of Virginia 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the 

Standing Order of Reference from the United States District Court for the Eastern District of 

Virginia, dated July 10, 1984. The Trust confirms its consent, pursuant to Rule 7008 of the Federal 

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court 

in connection with this Motion to the extent that it is later determined that the Court, absent consent 

of the parties, cannot enter final orders or judgments in connection herewith consistent with Article 

III of the United States Constitution. 

2. The bases for the relief requested herein are sections 502 and 1106(a)(1) of title 11 

of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Bankruptcy 

Rules 3007 and 9014, and Rule 3007–1 of the Local Bankruptcy Rules for the United States 

Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”). 

Relief Requested 

3. By this Objection, the Trust respectfully requests entry of an order (a) disallowing 

and expunging the Disputed Claims identified on Schedules 1-2 to the Order and (b) granting 

related relief. 

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3 

Background 

4. On September 19, 2017 (the “Petition Date”), the Debtors each filed a voluntary 

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors were previously 

operating their businesses and managing their properties as debtors in possession pursuant to 

sections 1107(a) and 1108 of the Bankruptcy Code. A detailed description surrounding the facts 

and circumstances of these chapter 11 cases is set forth in the Declaration of David A. Brandon, 

Chairman of the Board and Chief Executive Officer of Toys R Us, Inc., In Support of Chapter 11 

Petitions and First Day Motions [Docket No. 20] and the Declaration of Michael J. Short, Chief 

Financial Officer of Toys “R” Us, Inc., in Support of Debtors’ First Day Motions [Docket No. 30]. 

On November 16, 2017, the Debtors filed their schedules of assets and liabilities and statements 

of financial affairs [Docket Nos. 1015-1016] (collectively, the “Schedules”). 

The Claims Reconciliation Process 

5. On December 21, 2017, the Court entered the Amended Order (I) Setting Bar Dates 

for Filing Proofs of Claim, Including Requests for Payment Under Section 503(b)(9), 

(II) Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (III) Approving 

the Form of and Manner for Filing Proofs of Claim, Including Section 503(b)(9) Requests, 

(IV) Approving Notice of Bar Dates, and (V) Granting Related Relief [Docket No. 1332] 

(the “General Bar Date Order”), which, among other things, established the following deadline for 

filing proofs of claim (collectively, the “General Bar Dates”): (a) April 6, 2018, as the deadline 

for all persons and entities holding or wishing to assert a “claim” (as defined in section 101(5) of 

the Bankruptcy Code) against any of the Debtors that arose before the Petition Date (each, a 

“Claim”), including any claim arising under section 503(b)(9) of the Bankruptcy Code, to file 

proof of such Claim in writing; (b) June 18, 2018, as the deadline for all governmental units 

holding or wishing to assert a Claim against any of the Debtors that arose before the Petition Date 

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4 

to file proof of such Claim in writing; and (c) the later of (i) the General Claims Bar Date or the 

Governmental Bar Date (each as defined in the General Bar Date Order), as applicable, or 

(ii) 5:00 p.m., prevailing Eastern time, on the date that is 30 days following entry of an order 

approving the rejection of any executory contract or unexpired lease of the Debtors, as the deadline 

for all entities holding claims against the Debtors arising from the rejection of executory contracts 

and unexpired leases of the Debtors, to file proof of such Claim in writing. 

6. On March 22, 2018, the Bankruptcy Court entered the Order (I) Authorizing the 

Debtors to Wind-Down U.S. Operations, (II) Authorizing the Debtors to Conduct U.S. Store 

Closings, (III) Establishing Administrative Claims Procedures, and (IV) Granting Related Relief

[Docket No. 2344] pursuant to which the Court authorized the Debtors to begin to wind down their 

U.S. operations. 

7. On May 25, 2018, the Court entered the Amended Order (I) Setting a Bar Date for 

Filing Proofs of Administrative Claims Against Certain Debtors, (II) Establishing Administrative 

Claims Procedures, (III) Approving the Form and Manner of Filing Proofs of Administrative 

Claims, (IV) Approving Notice of the Administrative Claims Bar Date, and (V) Granting Related 

Relief [Docket No. 3260] (the “Admin Claims Bar Date Order” and together with the General Bar 

Date Order, the “Bar Date Orders”), which, among other things, established: (a) July 16, 2018, as 

the deadline to file proof of such claim in writing for all persons and entities holding or wishing to 

assert a claim entitled to administrative priority under 11 U.S.C. § 503 (other than § 503(b)(9)) 

(each, an “Administrative Claim”) against any of the Debtors that arose between the Petition Date 

and on or prior to June 30, 2018; and (b) the earlier of: (i) the 15th day of the month at 5:00 p.m., 

prevailing Eastern Time following the month in which the claim arose; or (ii) 14 days following 

any hearing on a plan of liquidation, structured settlement, or other proposed resolution to the 

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5 

Debtors’ chapter 11 cases, at 5:00 p.m., prevailing Eastern Time, for any Administrative Claim 

arising after June 30, 2018 (collectively, the “Admin Bar Dates” and together with the General Bar 

Dates, the “Bar Dates”) as the deadline to file proof of such Administrative Claim in writing. 

8. Written notice of the Bar Dates was mailed to, among others, all known creditors 

and other known holders of claims against the Debtors, identified as of the date of entry of the Bar 

Date Orders, including all entities listed in the Schedules as holding claims against the Debtors, 

and to all parties who had filed requests for notices under Bankruptcy Rule 2002 as of the date of 

the Bar Date Orders. In addition to mailing such actual notice, the Debtors also published notice 

of the Bar Dates in USA Today (national edition) (with respect to the Bar Dates) and the Wall Street 

Journal (national edition) (with respect to the General Bar Dates).

9. On August 8, 2018, the Court entered the Order (I) Approving Procedures for 

Filing Omnibus Objections to Claims, (II) Approving the Form and Manner of the Notice of 

Omnibus Objections, and (III) Granting Related Relief [Docket No. 4080] approving the Debtors’ 

proposed objection procedures (the “Objection Procedures”). This Objection is filed in accordance 

with the Objection Procedures. 

10. To date, entities have filed approximately 25,000 proofs of claim and requests for 

allowance and payment of administrative expenses and/or cure claims against the Debtors on an 

aggregate basis (collectively, the “Proofs of Claim”), collectively asserting more than 

$116.2 billion in aggregate liabilities, of which 5,200 assert administrative priority in the collective 

amount of approximately $103.2 billion. The Trust and its advisors are in the process of reviewing 

the Proofs of Claim, including supporting documentation, if any, filed with the Proofs of Claim, 

and reconciling the Proofs of Claim with the Debtors’ books and records to determine the validity 

of the Proofs of Claim. For the reasons set forth in more detail below, and based on their review 

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6 

to date, the Trust has determined that the Disputed Claims are objectionable on the grounds set 

forth below. 

Objection 

I. No Liability Claims 

11. The Trust objects to the No Liability Claims set forth on Schedule 1 to the Order. 

Based on its review of the Proofs of Claim and a thorough analysis of the Debtors’ books and 

records, the Trust has determined that the No Liability Claims, as filed, do not accurately reflect 

amounts owed by the Debtors according to their books and records. Instead, the Trust asserts that 

the Debtors have no liability for such Proofs of Claim. 

12. For the reasons set forth above, the Trust is seeking an order expunging and 

disallowing the No Liability Claims, as identified on Schedule 1 to the Order. Failure to disallow 

and expunge the No Liability Claims could result in the applicable claimants receiving multiple 

recoveries against the Debtors’ estates, to the detriment of other similarly situated creditors. 

Moreover, elimination of the No Liability Claims will enable the Trust to maintain a more accurate 

claims register. Accordingly, the Trust requests that the Court enter the Order, disallowing and 

expunging the No Liability Claims identified on Schedule 1 to the Order. 

II. Exact Duplicate Claim

13. The Trust objects to the Exact Duplicate Claim. Based on its review of the Proof 

of Claim and a thorough analysis of the Debtors’ books and records, the Trust has determined that 

the Exact Duplicate Claim identified on the “Claims to Be Disallowed” column on Schedule 2 to 

the Order, duplicates an amount requested in the subsequently filed Proof of Claim identified in 

the “Remaining Claims” column on Schedule 2 to the Order. Failure to disallow and expunge the 

Exact Duplicate Claim could result in the applicable claimant receiving multiple recoveries against 

the Debtors’ estates, to the detriment of other similarly situated creditors. Moreover, elimination 

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7 

of the Exact Duplicate Claim will enable the Trust to maintain a more accurate claims register. 

Accordingly, the Trust requests that the Court enter the Order, disallowing and expunging the 

Exact Duplicate Claim identified on Schedule 2 to the Order. This Objection does not affect the 

Proof of Claim labeled as a “Remaining Claim” identified on Schedule 2 to the Order. 

Basis for Relief 

14. Section 502(a) of the Bankruptcy Code provides that “[a] claim or interest, proof 

of which is filed under section 501 of this title, is deemed allowed, unless a party in interest . . . 

objects.” A debtor in possession has the duty to object to the allowance of any claim that is 

improper. See 11 U.S.C. § 1106(a)(1). 

15. As set forth in Bankruptcy Rule 3001(f), a properly executed and filed proof of 

claim constitutes prima facie evidence of the validity and the amount of the claim under 

section 502(a) of the Bankruptcy Code. See In re Allegheny Int’l, Inc., 954 F.2d 167, 173 (3d Cir. 

1992). Bankruptcy courts have generally held that in order to receive the benefit of prima facie

validity, however, the claimant must set forth facts necessary to support the claim. See In re 

McCarthy, No. 04-10493, 2004 WL 5683383, at *5 (Bankr. E.D. Va. July 14, 2004). Additionally, 

a claimant’s proof of claim is entitled to the presumption of prima facie validity under Bankruptcy 

Rule 3001(f) only until an objecting party shows that there exists a “true dispute” as to the validity 

and amount of the claim. See In re Computer Learning Ctrs., Inc., 298 B.R. 569, 578 (Bankr. E.D. 

Va. 2003) (quoting Collier on Bankruptcy ¶ 3001.09[2] (15th ed. revised 2003)). Once the 

objecting party refutes an allegation critical to the claim, the burden reverts to the claimant to prove 

the validity of the claim by a preponderance of the evidence. Allegheny, 954 F.2d at 173. In other 

words, once the prima facie validity of a claim is rebutted, “it is for the claimant to prove his claim, 

not for the objector to disprove it.” In re Kahn, 114 B.R. 40, 44 (Bankr. S.D.N.Y. 1990) (citations 

omitted). 

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8 

16. For the reasons set forth in this Objection and in the Behnke Declaration, the Court 

should disallow and expunge the Disputed Claims as requested in herein. If the Disputed Claims 

are not formally modified or disallowed and expunged, the potential exists for the applicable 

claimants to receive recoveries to which they are not entitled, to the detriment of the Debtors’ other 

stakeholders and the process of claims administration and reconciliation will be unnecessarily 

burdensome. Thus, the relief requested in this Objection is necessary to prevent any inappropriate 

distribution of estate funds and to facilitate the administration of the claims-allowance process. 

Separate Contested Matter 

17. Each of the above objections to the proofs of claim constitutes a separate contested 

matter as contemplated by Bankruptcy Rule 9014. The Trust requests that any order entered by 

the Court with respect to an objection asserted herein will be deemed a separate order with respect 

to each Claim. 

Responses to Omnibus Objections 

18. To contest this Objection, a claimant must file and serve a written response to this 

Objection in accordance with the Objection Procedures. If a claimant fails to file and serve a 

response in accordance with the Objection Procedures, the Trust may present to the Court an 

appropriate order disallowing the Disputed Claim, without further notice to the claimant or a 

hearing. 

Reservation of Rights 

19. Nothing contained herein is intended or shall be construed as: (a) an admission as 

to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code 

or other applicable non-bankruptcy law; (b) a waiver of the Trust’s or any other party in interest’s 

right to dispute any claim; (c) a promise or requirement to pay any particular claim; (d) an 

implication or admission that any particular claim is of a type specified or defined in this motion; 

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9 

(e) an admission as to the validity, priority, enforceability, or perfection of any lien on, security 

interest in, or other encumbrance on property of the Debtors’ estates; or (f) a waiver of any claims 

or causes of action which may exist against any entity under the Bankruptcy Code or any other 

applicable law. 

Notice 

20. The Trust will provide notice of this Motion via first class mail or email (where 

available) to the Core Group as defined in the Order (I) Establishing Certain Notice, Case 

Management, and Administrative Procedures and (II) Granting Related Relief [Docket No. 129] 

and to holders of the Disputed Claims identified on Schedules 1-2 to the Order. The Trust submits 

that, in light of the nature of the relief requested, no other or further notice need be given. 

No Prior Request 

21. No prior request for the relief sought in this Objection has been made to this or any 

other court. 

WHEREFORE, the Trust respectfully requests that the Court enter the Order granting the 

relief requested herein and such other relief as the Court deems appropriate under the 

circumstances. 

Richmond, Virginia 

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10 

Dated: April 17, 2019

/s/ Chad J. Husnick

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP

Edward O. Sassower, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) 

Emily E. Geier (admitted pro hac vice)

601 Lexington Avenue 

New York, New York 10022

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Email: edward.sassower@kirkland.com 

joshua.sussberg@kirkland.com 

emily.geier@kirkland.com 

-andJames H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice) 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

 anup.sathy@kirkland.com 

 chad.husnick@kirkland.com 

Co-Counsel to the TRU Inc. Trust 

Filed by: /s/ Jeremy S. Williams _____________

Jeremy S. Williams (VSB No. 77469) 

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Exhibit A 

Proposed Form of Order

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Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. 

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654 

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

Co-Counsel to the TRU Inc. Trust 

 IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

ORDER GRANTING THE TRU INC. TRUST’S SIXTY-THIRD OMNIBUS OBJECTION 

TO CERTAIN (A) NO LIABILITY CLAIMS AND (B) EXACT DUPLICATE CLAIM 

Upon the omnibus objection (the “Objection”)2of the Trust for entry of an order (this 

“Order”): (a) disallowing and expunging the Disputed Claims identified on Schedules 1-2

attached hereto, in accordance with section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, 

and Local Rule 3007–1; and (b) granting related relief, all as more fully set forth in the Objection; 

and it appearing that the relief requested is in the best interests of the Debtors’ estates, their 

creditors and other parties in interest; and the Court having jurisdiction to consider the Objection 

and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the 

Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); 

1

 The debtors in these chapter 11 cases, Toys “R” Us, Inc. and its debtor affiliates (collectively, the “Debtors”), 

along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Order (I) 

Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The 

location of the Debtors’ service address is One Geoffrey Way, Wayne, New Jersey 07470. 

2 Capitalized terms used but not otherwise defined in this Order have the meanings given to them in the Objection. 

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2 

and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and notice of 

the Objection having been adequate and appropriate under the circumstances; and after due 

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED:

1. The Objection is granted as set forth in this Order. 

2. Any response to the Objection not otherwise withdrawn, resolved, or adjourned is 

hereby overruled on its merits. 

3. Each No Liability Claim, as identified on Schedule 1 to this Order, is expunged 

and disallowed in its entirety. 

4. The Exact Duplicate Claim in the “Claims to Be Disallowed” column identified on 

Schedule 2 attached to this Order is disallowed and expunged in its entirety; provided that nothing 

in this Order will affect the Proof of Claim listed in the “Remaining Claims” column on Schedule 

2; provided, further, that the Trust maintains the right to object to the Proof of Claim identified in 

the “Remaining Claims” column on Schedule 2 on any applicable grounds. 

5. Prime Clerk LLC, the Debtors’ notice and claims agent, is directed to update the 

claims register to reflect the relief granted in this Order. 

6. Except as provided in this Order, nothing in this Order will be deemed (a) an 

admission or finding as to the validity of any Proof of Claim against a Debtor entity, (b) a waiver 

of the right of the Trust to dispute any Proof of Claim against any Debtor on any grounds 

whatsoever, at a later date, (c) a promise by or requirement on any Debtor to pay any Proof of 

Claim, (d) an implication or admission that any particular Proof of Claim is of a type specified or 

defined in this Order, or (e) a waiver of the rights of the Trust under the Bankruptcy Code or any 

other applicable law. 

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3 

7. Each of the Disputed Claims and the objections by the Trust to each of the Disputed 

Claims, as addressed in the Objection and set forth on Schedules 1-2, each attached to this Order, 

constitute a separate contested matter as contemplated by Bankruptcy Rule 9014. This Order will 

be deemed a separate Order with respect to each Disputed Claim. Any stay of this Order pending 

appeal by any claimants whose Proofs of Clam are subject to this Order will only apply to the 

contested matter that involves such claimant and will not act to stay the applicability or finality of 

this Order with respect to the other contested matters identified in the Objection or this Order. 

8. The Trust is authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Order in accordance with the Objection. 

9. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation of this Order. 

Dated: ______________ 

Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS 

UNITED STATES BANKRUPTCY JUDGE 

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WE ASK FOR THIS: 

Richmond, Virginia 

Dated: April 17, 2019

/s/ Chad J. Husnick__________

KIRKLAND & ELLIS LLP 

KIRKLAND & ELLIS INTERNATIONAL LLP

Edward O. Sassower, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) 

Emily E. Geier (admitted pro hac vice) 

601 Lexington Avenue 

New York, New York 10022 

Telephone: (212) 446-4800 

Facsimile: (212) 446-4900 

Email: edward.sassower@kirkland.com 

joshua.sussberg@kirkland.com 

emily.geier@kirkland.com 

-andJames H.M. Sprayregen, P.C. 

Anup Sathy, P.C. 

Chad J. Husnick, P.C. (admitted pro hac vice) 

300 North LaSalle 

Chicago, Illinois 60654 

Telephone: (312) 862-2000 

Facsimile: (312) 862-2200

Email: james.sprayregen@kirkland.com

 anup.sathy@kirkland.com 

 chad.husnick@kirkland.com 

Co-Counsel to the TRU Inc. Trust 

Submitted by: /s/ Jeremy S. Williams _____________ 

Jeremy S. Williams (VSB No. 77469) 

CERTIFICATION OF ENDORSEMENT 

UNDER LOCAL BANKRUPTCY RULE 9022-1(C) 

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has 

been endorsed by or served upon all necessary parties. 

 /s/ Jeremy S. Williams

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Schedule 1 

No Liability Claims 

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NAME DATE FILED CASE NUMBER DEBTOR CLAIM #

ASSERTED CLAIM 

AMOUNT

1 MONTGOMERY COUNTY

JOHN P. DILLMAN

LINEBARGER GOGGAN BLAIR & SAMPSON, LLP

PO BOX 3064

HOUSTON, TX 77253-3064

10/31/2018 17-34665 (KLP) Toys "R" Us, Inc. 22637 $ 101,390.82*

Reason: According to the Debtors’ books and records, Debtors are not liable for the asserted claim per a review of the claimant's Proof of Claim, the documents attached thereto, and a reasonable 

review of the Debtors' books and records.

2 MONTGOMERY COUNTY

LINEBARGER GOGGAN BLAIR & SAMPSON, LLP

JOHN P. DILLMAN

PO BOX 3064

HOUSTON, TX 77253-3064

1/29/2019 17-34665 (KLP) Toys "R" Us, Inc. 22861 $ 405,563.28*

Reason: According to the Debtors’ books and records, Debtors are not liable for the asserted claim per a review of the claimant's Proof of Claim, the documents attached thereto, and a reasonable 

review of the Debtors' books and records.

3 ZURICH SERVICES CORPORATION

FOX SWIBEL LEVIN & CARROLL LLP

MARGARET M. ANDERSON

200 WEST MADISON

SUITE 3000

CHICAGO, IL 60606

9/5/2018 17-34665 (KLP) Toys "R" Us, Inc. 22333 Undetermined*

Reason: According to the Debtors’ books and records, Debtors are not liable for the asserted claim per a review of the claimant's Proof of Claim, the documents attached thereto, and a reasonable 

review of the Debtors' books and records.

TOTAL $ 506,954.10*

* Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 1

Toys "R" Us, Inc. 17-34665 (KLP)

Sixty-Third Omnibus Objection

Schedule 1 - Conflicts - No Liability

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Schedule 2 

Exact Duplicate Claim

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CLAIMS TO BE DISALLOWED REMAINING CLAIMS

NAME

DATE 

FILED

CASE NUMBER / 

DEBTOR CLAIM # CLASSES

CLAIM 

AMOUNTS NAME

DATE 

FILED

CASE NUMBER / 

DEBTOR CLAIM # CLASSES

CLAIM 

AMOUNTS

1 THE BANK OF NEW 

YORK MELLON

EMMET, MARVIN & 

MARTIN, LLP

ATTN: THOMAS A. 

PITTA, ESQ.

120 BROADWAY, 32ND 

FLOOR

NEW YORK, NY 10271

03/30/18 17-34665 (KLP)

Toys "R" Us, Inc.

3597 Unsecured $21,762,551.63

*

THE BANK OF NEW 

YORK MELLON

EMMET, MARVIN & 

MARTIN, LLP

ATTN: THOMAS A. 

PITTA, ESQ.

120 BROADWAY, 32ND 

FLOOR

NEW YORK, NY 10271

03/30/18 17-34665 (KLP)

Toys "R" Us, Inc.

3585 Unsecured $21,762,551.63*

* Indicates claim contains unliquidated and/or undetermined amounts Page 1 of 1

Toys "R" Us, Inc. 17-34665 (KLP) 

Sixty-Third Omnibus Objection

Schedule 3 - Conflicts - Exact Duplicate

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Exhibit B 

Behnke Declaration 

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Edward O. Sassower, P.C. James H.M. Sprayregen, P.C. 

Joshua A. Sussberg, P.C. (admitted pro hac vice) Anup Sathy, P.C. 

Emily E. Geier (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) 

KIRKLAND & ELLIS LLP KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS INTERNATIONAL LLP 

601 Lexington Avenue 300 North LaSalle

New York, New York 10022 Chicago, Illinois 60654 

Telephone: (212) 446-4800 Telephone: (312) 862-2000 

Facsimile: (212) 446-4900 Facsimile: (312) 862-2200 

Co-Counsel to the TRU Inc. Trust 

 IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE EASTERN DISTRICT OF VIRGINIA 

RICHMOND DIVISION 

) 

In re: ) Chapter 11 

) 

TOYS “R” US, INC., et al.,

1

) Case No. 17-34665 (KLP) 

) 

Debtors. ) (Jointly Administered) 

) 

DECLARATION OF THOMAS BEHNKE 

IN SUPPORT OF THE TRU INC. TRUST’S SIXTY-THIRD OMNIBUS OBJECTION 

TO CERTAIN (A) NO LIABILITY CLAIMS AND (B) EXACT DUPLICATE CLAIM 

I, Thomas Behnke, hereby declare under penalty of perjury: 

1. I am a Managing Director with Alvarez & Marsal North America, LLC, (“A&M”), 

a restructuring advisory services firm with numerous offices throughout the country.2 I, along 

with my colleagues at A&M, have been engaged by the Trust to provide claims reconciliation 

services. In my current position with the Trust, I am responsible for all claims management related 

matters. I am generally familiar with the Debtors’ day-to-day operations, financing arrangements, 

business affairs, and books and records that reflect, among other things, the Debtors’ liabilities and 

1

 The debtors in these chapter 11 cases, Toys “R” Us, Inc. and its debtor affiliates (collectively, the “Debtors”), 

along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Order (I) 

Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 78]. The 

location of the Debtors’ service address is One Geoffrey Way, Wayne, New Jersey 07470. 

2

 Capitalized terms used but not otherwise defined in this Declaration have the meanings given to them in the 

Objection. 

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2 

the amount thereof owed to their creditors as of the Petition Date. I am above 18 years of age, and 

I am competent to testify. 

2. I submit this declaration (this “Declaration”) in support of the TRU Inc. Trust’s 

Sixty-Third Omnibus Objection to Certain (A) No Liability Claims and (B) Exact Duplicate Claim

(the “Objection”) and am directly, or by and through the Trust’s advisors and personnel, familiar 

with the information contained therein and the exhibits and schedules attached thereto. I am 

authorized to submit this declaration on the Trust’s behalf. Except as otherwise indicated, all facts 

set forth in this Declaration are based upon my personal knowledge of the Debtors’ operations and 

finances, information learned from my review of relevant documents, and information I have 

received from other members of the Debtors’ management, the Debtors’ employees or the Debtors’ 

advisors. As to matters regarding state and federal law, including bankruptcy law, I have relied 

on the advice of counsel. If I were called upon to testify, I could and would testify competently to 

the facts set forth in this Declaration on that basis. 

3. To the best of my knowledge, information, and belief, insofar as I have been able 

to ascertain after reasonable inquiry, considerable time and resources have been expended to 

ensure a high level of diligence in reviewing and reconciling the proofs of claim filed against the 

Debtors in the chapter 11 cases. In evaluating the Disputed Claims, the Trust and/or its advisors 

have thoroughly reviewed the Debtors’ books and records and the relevant proofs of claim, as well 

as the supporting documentation provided by each claimant, if any, and have determined that each 

Disputed Claim should be modified or disallowed and expunged as set forth in the Objection. As 

such, I believe that the modification or expungement and disallowance of the Disputed Claims on 

the terms set forth in the Objection is appropriate. 

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3 

I. No Liability Claims 

10. To the best of my knowledge, information, and belief, the Trust and/or its advisors 

have determined that the Proofs of Claim listed on Schedule 1 to the Order do not accurately 

reflect amounts owed by the Debtors according to a thorough analysis of the Debtors’ books and 

records, and, therefore, do not represent valid Proofs of Claim against the Debtors’ estates. Failure 

to disallow and expunge the No Liability Claims could result in the relevant claimants receiving 

an unwarranted recovery against the Debtors to the detriment of other similarly situated creditors. 

As such, I believe the disallowance and expungement of the No Liability Claims on the terms set 

forth in the Objection is appropriate. 

II. Exact Duplicate Claims.

11. To the best of my knowledge, information, and belief, the Trust and/or its advisors 

have determined that, based on its review of the Proof of Claim and a thorough analysis of the 

Debtors’ books and records, the Substantive Duplicate Claim identified on the “Claims to Be 

Disallowed” column on Schedule 2 to the Order, duplicate an amount requested in the 

subsequently filed Proof of Claim identified in the “Remaining Claims” column on Schedule 2 to 

the Order. Failure to disallow and expunge the Substantive Duplicate Claim could result in the 

applicable claimant receiving multiple recoveries against the Debtors’ estates, to the detriment of 

other similarly situated creditors. Moreover, elimination of the Substantive Duplicate Claim will 

enable the Trusts to maintain a more accurate claims register. As such, I believe the disallowance 

and expungement of the Substantive Duplicate Claim on the terms set forth in the Objection is 

appropriate. 

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4 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing 

statements are true and correct to the best of my knowledge, information, and belief. 

Dated: April 17, 2019 Respectfully submitted, 

/s/ Thomas Behnke 

Thomas Behnke, Managing Director 

Alvarez & Marsal North America, LLC 

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