Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

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 DEBTORS’ THIRTIETH OMNIBUS 

OBJECTION TO CERTAIN NO LIABILITY CLAIMS

PLEASE TAKE NOTICE THAT on October 18, 2018, Toys “R” Us, Inc. and its debtor 

affiliates (collectively, the “Debtors”)2filed the Debtors’ Thirtieth Omnibus Objection to Certain

No Liability Claims (the “Omnibus Objection”) with the Bankruptcy Court. The Omnibus 

Objection is available at https://cases.primeclerk.com/toysrus/ by searching “Thirtieth Omnibus 

Objection” in the “Search Docket” field. By the Omnibus Objection, the Debtors are seeking to 

expunge claims, including your claim(s), as set forth on Exhibit A attached hereto, because the 

Debtors allege your claim(s) is a claim for which the subject Debtor does not have any liability. 

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 

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

Objection Procedures”).

 

1 The Debtors in these chapter 11 cases, 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

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 OBJECTION. YOUR 

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

THIS NOTICE (INCLUDING THE 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 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 Debtors 

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 

January 17, 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

If the Omnibus Objection is filed by the Debtors, 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 Debtors at the following addresses: 

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3

Kutak Rock LLP

Attn: Jeremy S. Williams 

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219

Unless otherwise adjourned by the Bankruptcy Court or the Debtors 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 January 24, 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 Debtors 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.

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 

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4

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 Debtors’ attorneys, the Debtors 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 Debtors, however, reserve 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 Debtors. The Debtors may file a reply to your Response or reply in oral 

argument at the hearing. In such event, the Debtors are permitted to file their 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 Debtors may determine that 

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

In such event, the Debtors 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/.

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

waiver of the Debtors’ 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 

Debtors have the right to object on any grounds to the Claims (or to any other Claims or causes of 

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5

action you may have filed or that have been scheduled by the Debtors) 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: December 27, 2018

/s/ Jeremy S. Williams

KUTAK ROCK LLP

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com

Peter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com

Co-Counsel to the Debtors

and Debtors in Possession

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Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

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)

)

DEBTORS’ THIRTIETH OMNIBUS 

OBJECTION TO CERTAIN NO LIABILITY CLAIMS

THIS OBJECTION SEEKS TO DISALLOW AND EXPUNGE CERTAIN FILED PROOFS OF 

CLAIM. CLAIMANTS RECEIVING THIS OBJECTION SHOULD LOCATE THEIR NAMES 

AND CLAIMS ON SCHEDULE 1 TO EXHIBIT A ATTACHED TO THIS OBJECTION.

Toys “R” Us, Inc. and its debtor affiliates (collectively, the “Debtors”) file this omnibus 

objection (this “Objection”) and seek 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 (the “Disputed Claims”) in their entirety because the Debtors have no liability for such 

claims. 

 

1 The Debtors in these chapter 11 cases, 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 Debtors submit the Declaration of Thomas Behnke in 

Support of the Debtors’ Thirtieth Omnibus Objection to Certain No Liability Claims (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 Debtors confirm their 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 Debtors respectfully request entry of an order (a) disallowing 

and expunging the Disputed Claims identified on Schedule 1 to the Order and (b) granting related 

relief.

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 are operating their 

businesses and managing their properties as debtors in possession pursuant to sections 1107(a) 

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3

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 

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 

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4

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 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] (the “Wind-Down Order”), pursuant to which the Court authorized the Debtors 

to begin to wind-down their U.S. operations.

8. 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 

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5

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

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. 

9. 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).

10. 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.

11. 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 Debtors and their 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 

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6

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

their review to date, the Debtors have determined that the Disputed Claims are objectionable on 

the grounds set forth below.

Objection

12. The Debtors object to the Disputed Claims set forth on Schedule 1 to the Order. 

Based on their review of the Proofs of Claim and the Wind-Down Order, together with a review 

and analysis of the Debtors’ books and records, the Debtors have determined that the Disputed 

Claims, as filed, do not accurately reflect amounts owed by the Debtors. Instead, the Debtors assert 

that they have no liability for such Proofs of Claim.

13. With respect to those claims premised on gift cards, there Debtors also assert there 

is no liability. Specifically, in the Wind-Down Order, the Court ordered that parties may use their 

validly issued gift certificates and gift cards for 30 days after entry of the Wind-Down Order, but 

that “[a]fter 30 days following the entry of this U.S. Wind-Down Order, any such validly-issued 

gift certificates and gift cards will no longer be accepted by the Debtors and deemed to have no 

remaining value.” Wind-Down Order at ¶ 18 (emphasis added). In addition, gift cards are not 

issued by Wayne Real Estate Parent Company, LLC, the entity against which the Disputed Claims 

were filed.

14. Accordingly, the Debtors assert that they have no liability for such Proofs of Claim. 

As a result, the Debtors are seeking an order expunging and disallowing the Disputed Claims, as 

identified on Schedule 1 to the Order. Failure to disallow and expunge the Disputed Claims could 

result in the applicable claimants receiving recoveries against the Debtors’ estates, to which they 

are not entitled and to the detriment of other similarly situated creditors. Moreover, elimination 

of the Disputed Claims will enable the Debtors to maintain a more accurate claims register. 

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7

Accordingly, the Debtors request that the Court enter the Order, disallowing and expunging the

Disputed Claims identified on Schedule 1 of the Order.

Basis for Relief

15. 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).

16. 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). 

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

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

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8

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

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

matter as contemplated by Bankruptcy Rule 9014. The Debtors request 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

19. 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 Debtors may present to the Court an 

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

claimant or a hearing.

Reservation of Rights

20. 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 Debtors’ 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; 

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

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9

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

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

available) to: (a) the Office of the United States Trustee for the Eastern District of Virginia, Attn: 

Robert B. Van Arsdale and Lynn A. Kohen; (b) counsel to the committee of unsecured creditors; 

(c) DIP Delaware Term Loan Agent and the advisors and counsel thereto; (d) the administrative 

agent for the prepetition Secured Term Loan B Facility and the advisors and counsel thereto; (e) 

the agent for the Giraffe Junior Mezzanine Loan and the advisors and counsel thereto; (f) the 

administrative agent for the Senior Unsecured Term Loan Facility and the advisors and counsel 

thereto; (g) the indenture trustee for the Debtors’ 7.375% Senior Notes and the advisors and 

counsel thereto; (h) the indenture trustee for the Debtors’ 8.75% Unsecured Notes and the advisors 

and counsel thereto; (i) counsel to the ad hoc group of the Term B-4 Holders; (j) the Internal 

Revenue Service; (k) the office of the attorneys general for the states in which the Debtors operate; 

(l) the Securities and Exchange Commission; (m) any party that has requested notice pursuant to 

Bankruptcy Rule 2002; and (n) holders of the Disputed Claims identified on Schedule 1 to the 

Order. The Debtors submit that, in light of the nature of the relief requested, no other or further 

notice need be given. 

No Prior Request

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

other court.

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10

WHEREFORE, the Debtors respectfully request 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

Dated: December 27, 2018

/s/ Jeremy S. Williams

KUTAK ROCK LLP

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Email: Michael.Condyles@KutakRock.com

Peter.Barrett@KutakRock.com

Jeremy.Williams@KutakRock.com

Co-Counsel to the Debtors

and Debtors in Possession

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Exhibit A

Proposed Form of Order

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Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

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 DEBTORS’ 

THIRTIETH OMNIBUS OBJECTION TO CERTAIN NO LIABILITY CLAIMS

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

“Order”): (a) disallowing and expunging the Disputed Claims identified on Schedule 1 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); and venue 

 

1 The Debtors in these chapter 11 cases, 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

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 Disputed Claim identified on Schedule 1 attached to this Order is disallowed 

and expunged in its entirety.

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

claims register to reflect the relief granted in this Order.

5. 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 Debtors 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 Debtors under the Bankruptcy Code or 

any other applicable law.

6. Each of the Disputed Claims and the objections by the Debtors to each of the 

Disputed Claims, as addressed in the Objection and set forth on Schedule 1, 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 

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3

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

this Order.

7. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted pursuant to this Order in accordance with the Objection.

8. 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:

/s/ Jeremy S. Williams 

Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

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 No. Asserted Claim Amount

Ayad, Rami

18 Hardwicke Dr.

Voorhees, NJ 08043

5/22/2018 17-34683 (KLP) Wayne Real Estate 

Parent Company, LLC

14924 $53.00

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.

Claire’s Boutiques, Inc.

c/o Stephen Sernett

2400 West Central Rd.

Hoffman Estates, IL 60192

4/6/2018 17-34683 (KLP) Wayne Real Estate 

Parent Company, LLC

4577 $0.00

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.

Jenkins, Sam

1910 400 Rd.

Dundee, MS 38626

6/8/2018 17-34683 (KLP) Wayne Real Estate 

Parent Company, LLC

19581 $25.00

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.

State of Arkansas Unclaimed Property 

Division

Arkansas Auditor of State

1401 West Capitol Ave., Suite 325

Little Rock, AK 72201

1/29/2018 17-34683 (KLP) Wayne Real Estate 

Parent Company, LLC

1904 $0.00

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.

State of New Jersey

P.O. Box 214

Trenton, NJ 08625

2/5/2018 17-34683 (KLP) Wayne Real Estate 

Parent Company, LLC

2148 $0.00

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.

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Exhibit B

Behnke Declaration

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Michael A. Condyles (VA 27807)

Peter J. Barrett (VA 46179)

Jeremy S. Williams (VA 77469)

KUTAK ROCK LLP

901 East Byrd Street, Suite 1000

Richmond, Virginia 23219-4071

Telephone: (804) 644-1700

Facsimile: (804) 783-6192

Co-Counsel to the Debtors and Debtors in Possession

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 DEBTORS’ THIRTIETH 

OMNIBUS OBJECTION TO CERTAIN NO LIABILITY CLAIMS

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 Debtors to provide various restructuring 

and financial services. In my current position with the Debtors, 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, 

 

1 The Debtors in these chapter 11 cases, 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 Debtors’ liabilities and 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 Debtors’ Debtors’ 

Thirtieth Omnibus Objection to Certain No Liability Claims (the “Objection”) and am directly, or 

by and through the Debtors’ 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 Debtors’ 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 Debtors and/or their 

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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4. To the best of my knowledge, information, and belief, the Debtors and/or their 

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 Disputed 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 Disputed Claims on the 

terms set forth in the Objection is appropriate.

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: December 27, 2018 Respectfully submitted,

/s/ Thomas Behnke

Thomas Behnke, Managing Director

Alvarez & Marsal North America, LLC

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