KE 50756419.13

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

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

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Robert A. Britton (admitted pro hac vice)

601 Lexington Avenue Emily E. Geier (admitted pro hac vice)

New York, New York 10022 KIRKLAND & ELLIS LLP

Telephone: (212) 446-4800 KIRKLAND & ELLIS INTERNATIONAL LLP

Facsimile: (212) 446-4900 300 North LaSalle

Chicago, Illinois 60654

-and- Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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’ APPLICATION FOR 

ENTRY OF AN ORDER, PURSUANT TO

SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY

CODE, (I) AUTHORIZING EMPLOYMENT AND RETENTION 

OF MALFITANO ADVISORS, LLC AS THE DEBTORS’ ASSET 

DISPOSITION ADVISOR AND CONSULTANT, NUNC PRO TUNC 

TO DECEMBER 11, 2017 AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2

 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 A detailed description of the Debtors and their business, and the facts and circumstances supporting the 

Debtors’ chapter 11 cases, are set forth in greater detail in (i) the Declaration of David A. Brandon, Chief 

Executive Officer of Toys “R” Us, Inc., in Support of Chapter 11 Petitions and First Day Motions

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 1 of 60
2

hereby submit this application (this “Application”) for entry of an order (the “Proposed Order”), 

substantially in the form attached hereto as Exhibit A, pursuant to sections 327(a) and 328(a) of 

title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 

of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia

(the “Local Bankruptcy Rules”): (i) authorizing the Debtors to retain and employ Malfitano 

Advisors, LLC (“Malfitano”) as their asset disposition advisor and consultant, nunc pro tunc to 

December 11, 2017, in accordance with the terms and conditions set forth in the Services 

Agreement (as defined below); (ii) approving under section 328(a) of the Bankruptcy Code the 

provisions of the Services Agreement, including, but not limited to, the proposed compensation 

arrangement and indemnification provision; and (iii) granting related relief. In support of this 

Application, the Debtors rely upon and incorporate by reference the declaration of Joseph 

Malfitano, attached hereto as Exhibit B (the “Malfitano Declaration”). In further support of this 

Application, the Debtors respectfully represent:

Relief Requested

1. The Debtors seek entry of an order: (a) authorizing the employment and retention 

of Malfitano as the Debtors’ asset disposition advisor and consultant, nunc pro tunc to 

December 11 2017, on the terms and conditions set forth in the engagement agreement between 

Malfitano and the Debtors, dated December 11, 2017, a copy of which is attached hereto as 

Exhibit C and incorporated by reference herein (the “Services Agreement”); (b) approving the 

 (the “Brandon Declaration”) and (ii) the Declaration of Michael J. Short, Chief Financial Officer of 

Toys “R” Us, Inc., in Support of First Day Motions (the “Short Declaration” and together with the Brandon 

Declaration, the “First Day Declarations”), filed contemporaneously with the Debtors’ voluntary petitions for 

relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on September 18, 

2017 (the “Petition Date”). Capitalized terms used, but not otherwise defined in this Motion shall have the 

meanings ascribed to them in the First Day Declarations.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 2 of 60
3

provisions of the Services Agreement, including, but not limited to, the proposed compensation 

arrangement and indemnification provisions; and (c) granting related relief, as more fully 

described below.

Jurisdiction and Venue

2. 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.

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The bases for the relief requested herein are sections 327(a) and 328(a) of the 

Bankruptcy Code, Rules 2014(a) and 2016 of the Bankruptcy Rules, and Local Bankruptcy 

Rules 2014-1 and 2016-1.

Retention of Malfitano

5. The Debtors seek approval of the retention and employment of Malfitano as their 

asset disposition advisor and consultant pursuant to sections 327(a) and 328(a) of the Bankruptcy 

Code. Section 327(a) of the Bankruptcy Code provides that a debtor in possession “may employ 

one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do 

not hold or represent an interest adverse to the estate, and that are disinterested persons, to 

represent or assist” the debtor in possession in carrying out its duties. 11 U.S.C.§ 327(a).

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 3 of 60
4

6. The Debtors seek approval of the Services Agreement (including its compensation 

structure and the Indemnification Provision, (as defined below) pursuant to section 328(a) of the 

Bankruptcy Code, which provides, in relevant part, that the Debtors “with the court’s approval, 

may employ or authorize the employment of a professional person under section 327 . . . on any 

reasonable terms and conditions of employment, including on retainer, on an hourly basis, on a 

fixed or percentage fee basis, or on a contingent fee basis” subject to later re-evaluation by the 

Court. See 11 U.S.C. § 328(a).

7. As detailed below, the Debtors submit that the employment and retention of 

Malfitano, nunc pro tunc to December 11, 2017 and on the terms and conditions set forth herein 

and in the Services Agreement, is in the best interest of the Debtors, their estates, their creditors, 

their stakeholders, and other parties in interest, and therefore, should be approved.

Malfitano’s Qualifications

8. Malfitano is well-qualified to provide asset disposition advice and consulting 

services to the Debtors. Malfitano is a boutique firm that provides clients around the globe with 

asset acquisition and disposition advice. Malfitano helps formulate asset disposition plans for a 

range of assets, such as retail inventory, real estate, accounts receivable, furniture, fixtures and 

equipment, and industrial machinery and equipment. Leveraging almost two decades of 

experience structuring complex asset acquisition and disposition transactions, both from the sell 

and buy side, Malfitano assists clients by (a) identifying non-core assets, (b) formulating a 

program to dispose of those assets in order to maximize the assets’ value, including the 

preparation of due diligence and related offering materials, (c) implementing the agreed upon 

program and assisting in the solicitation and evaluation of disposition proposals, and (d) 

monitoring the disposition process to its conclusion. Malfitano’s expertise will be critical in 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 4 of 60
5

ensuring that any disposition of the Debtors’ assets is done in a fashion that maximizes the value 

of such assets and thereby preserves and maximizes, to the fullest extent possible, the value of 

the Debtors’ estates.

9. As set forth in the Malfitano Declaration, Joseph Malfitano, the principal leading 

this engagement, has principally been involved, either as a lawyer or as a business executive, in 

some of the largest retail bankruptcies in this country’s history and is intimately familiar with the 

structure and metrics that drive a successful retail liquidation. Here, and as further detailed 

below, Malfitano has assisted the Debtors with soliciting and evaluating proposals to liquidate 

the inventory and furniture, fixtures, and equipment in certain store locations that the Debtors 

have identified for closing. Malfitano will be primarily responsible for all negotiations and other 

matters related to these stores. 

Services to be Rendered and Compensation 

10. Upon the Court’s authorization, Malfitano will perform the services set forth in 

the Services Agreement (the “Services”), including, but not limited to, the following:3

(a) Advising the Debtors regarding the disposition of selected business assets,

including designated inventory, furniture, fixtures, and equipment.

(b) Reviewing and advising with respect to issues associated with any planned 

closures, including timing and coordination.

(c) Identifying and contacting proposed purchasers of select business operations or 

assets, including stores selected for closure:

(i) assist in the preparation of an appropriate information package for 

distribution to potential bidders;

(ii) review bid proposals and assist in negotiations with the various parties to 

ensure recoveries are maximized;

 3 Any description of the terms of the Services Agreement contained in this Application is provided for convenience 

purposes only. In the event of any inconsistency between this Application and the Services Agreement, the 

Services Agreement shall control.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 5 of 60
6

(iii) assist in the documentation of any transaction involving the liquidation of 

inventory and review the pleadings that may need to be filed with a court 

in order to effectuate the same;

(iv) monitor the conduct and results of any third party selected to liquidate any 

inventory and fixed assets; and

(v) advise the Debtors with respect to the reconciliation of any inventory 

counts and/or sales and assist the Debtors as it relates to any negotiations 

with respect thereto.

(d) Reviewing and inspecting the Debtors’ assets as may be requested by the Debtors, 

including, but not limited to inventory and fixed assets.

(e) Attending meetings, as requested, with the Debtors, their lenders, any official or 

unofficial committee of creditors that may be appointed (including the official 

committee of unsecured creditors in these cases), potential investors, and other 

parties in interest.

11. Subject to the Court’s approval, the Debtors will compensate Malfitano in 

accordance with the terms and conditions set forth in the Services Agreement. As described more 

fully in the Services Agreement, the Debtors have agreed to pay the following hourly rates for 

Malfitano’s services:

Joseph Malfitano (Principal)

Senior Consultants

Junior Consultants

Support Staff

$725.00/hr

$475.00-550.00/hr

$225.00-450.00/hr

$100.00-200.00/hr

12. In addition to these hourly fees, Malfitano may request additional compensation 

in the nature of a “success fee,” in an amount to be agreed upon by the Debtors and Malfitano; 

provided, however, that the amount and payment of such “success fee” shall be in the sole 

discretion of the Debtors and shall be subject to the filing of a fee application, and payment 

thereof shall be subject to Court approval.

13. Furthermore, in addition to Malfitano’s fees, the Debtors will reimburse Malfitano 

for its reasonable and documented out-of-pocket expenses related to Malfitano’s retention. 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 6 of 60
7

Malfitano will invoice the Debtors on a monthly basis and payment shall be made promptly upon 

submission of an invoice therefor.

14. Malfitano records its time with complete and detailed descriptions of its activity 

in one-tenth of an hour intervals. Furthermore, Malfitano will submit monthly fee statements 

and interim fee applications for compensation for Services rendered and reimbursement of 

expenses incurred in connection with these Cases.

15. The Debtors believe that the compensation structure described above and set forth 

in the Services Agreement is comparable to compensation generally charged by asset disposition 

advisors of similar stature and similar engagements, both in and out of bankruptcy. Furthermore, 

the Debtors understand that the compensation structure is consistent with Malfitano’s normal and 

customary billing practices for cases of comparable size and complexity that require the level 

and scope of services to be provided in these chapter 11 cases.

Indemnification

16. As part of the overall compensation payable to Malfitano under the Services 

Agreement, the Services Agreement provides Malfitano certain indemnification rights 

(the “Indemnification Provision”). The Indemnification Provision was negotiated between the 

Debtors and Malfitano at arm’s length and in good faith. 

17. Under the terms of the Indemnification Provision, the Debtors have agreed to 

indemnify, defend, and hold harmless Malfitano from any and all losses, expenses, damages, 

penalties, costs, or claims of any kind of nature whatsoever that may be imposed on, incurred by,

or asserted against Malfitano as a result of its services provided pursuant to the Services 

Agreement; provided, however, that the Debtors shall have no obligation to indemnify Malfitano

for any claim or expense to the extent such claim or expense arises from Malfitano’s gross 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 7 of 60
8

negligence, bad faith, breach of fiduciary duty, self-dealing, fraud, or willful misconduct. 

Accordingly, the Debtors believe that the Indemnification Provision is reasonable and in the best 

interests of the Debtors, their estates, and their creditors.

Efforts to Avoid Duplication of Services

18. The Debtors believe that Malfitano’s services will be complementary, rather than 

duplicative, of the services to be performed by other professionals retained in these Cases. The 

Debtors and Malfitano will coordinate with the Debtors’ other professionals to minimize 

unnecessary duplication of efforts among the Debtors’ professionals.

Malfitano’s Disinterestedness

19. To the best of the Debtors’ knowledge, information, and belief, and except to the 

extent disclosed herein and in the Malfitano Declaration, Malfitano (a) does not hold any interest 

materially adverse to the Debtors’ estates, (b) has no connection with the Debtors, their creditors, 

equity security holders, or related parties, and (c) is a “disinterested person” within the meaning 

of section 101(14) of the Bankruptcy Code (as modified by section 1107(b) of the Bankruptcy 

Code). The Debtors’ knowledge, information, and belief regarding the matters set forth herein 

are based, and made in reliance, upon the Malfitano Declaration.

20. Malfitano is conducting further inquiries regarding its retention by any creditors 

of the Debtors, and upon conclusion of that inquiry, or at any time during the period of 

Malfitano’s engagement, if Malfitano should discover any facts bearing on the matters described 

herein, Malfitano will supplement the information provided in the Malfitano Declaration.

21. In light of the foregoing, and given that implementing and executing an optimal 

asset disposition plan is critical to the Debtors’ ability to preserve the value of their estates, the 

Debtors believe that the terms and conditions of the Services Agreement are fair, reasonable, and 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 8 of 60
9

market-based and should be approved under the standards set forth in section 328(a) of the 

Bankruptcy Code.

Basis for Relief

22. The Debtors submit that the retention of Malfitano under the terms described 

herein is appropriate under sections 327(a) and 328 of the Bankruptcy Code. Section 327(a) of 

the Bankruptcy Code empowers the trustee, with the Court’ s approval, to employ professionals 

“that do not hold or represent an interest adverse to the estate, and that are disinterested persons, 

to represent or assist the trustee in carrying out the trustee’s duties under this title.” 11 U.S.C. 

§ 327(a). Section 101(14) of the Bankruptcy Code defines a “disinterested person” as a person 

that:

a. is not a creditor, an equity security holder, or an insider;

b. is not and was not, within 2 years before the date of the filing of the 

petition, a director, officer, or employee of the debtor; and 

c. does not have an interest materially adverse to the interest of the estate or 

of any class of creditors or equity security holders, by reason of any direct 

or indirect relationship to, connection with, or interest in, the debtor, or for 

any other reason.

11 U.S.C. § 101(14).

23. In addition, section 328(a) of the Bankruptcy Code authorizes the employment of 

a professional person “on any reasonable terms and conditions of employment, including on a 

retainer . . .” 11 U.S.C. § 328(a). The Debtors submit that the terms and conditions of 

Malfitano’s retention as described herein, including the proposed compensation and 

indemnification terms, are reasonable and in keeping with the terms and conditions typical for 

engagements of this size and character. Since the Debtors will require substantial assistance with 

the store-closing process, it is reasonable for the Debtors to seek to employ and retain Malfitano 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 9 of 60
10

to serve as their asset disposition advisor and consultant on the terms and conditions set forth 

herein.

Waiver of Separate Memorandum of Points and Authorities

24. The Debtors respectfully request that the Court regard any argument and citations 

set forth herein as a written memorandum of facts, reasons and authorities that has been 

combined with the relief requested herein, as permitted by Local Bankruptcy Rule 9013-1(G)(1). 

Alternatively, the Debtors respectfully request that the Court waive any requirement set forth in 

Local Bankruptcy Rule 9013-1(G)(1) that this Application be accompanied by such a written 

memorandum.

Notice

25. The Debtors will provide notice of this application via first class mail and email 

(where available) to the: (a) 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 official committee 

of unsecured creditors; (c) DIP ABL Agent and the advisors and counsel thereto; (d) DIP Taj 

Term Loan Agent and the advisors and counsel thereto; (e) DIP Delaware Term Loan Agent and 

the advisors and counsel thereto; (f) indenture trustee for the TRU Taj 12.00% Senior Notes and 

the advisors and counsel thereto; (g) administrative agent for the prepetition Secured Revolving 

Credit Facility and the advisors and counsel thereto; (h) administrative agent for the prepetition 

Secured Term Loan B Facility and the advisors and counsel thereto; (i) prepetition administrative 

agent for the Propco I Unsecured Term Loan Facility and the advisors and counsel thereto; 

(j) agent for the Propco II Mortgage Loan and the advisors and counsel thereto; (k) agent for the 

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

the prepetition European and Australian Asset-Based Revolving Credit Facility and the advisors 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 10 of 60
11

and counsel thereto; (m) administrative agent for the Senior Unsecured Term Loan Facility and 

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

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

and the advisors and counsel thereto; (p) counsel to the ad hoc group of the Term B-4 Holders; 

(q) counsel to the Ad Hoc Committee of Taj Noteholders; (r) monitor in the CCAA proceeding 

and counsel thereto; (s) Debtors’ Canadian Counsel; (t) Internal Revenue Service; (u) office of 

the attorneys general for the states in which the Debtors operate; (v) Securities and Exchange 

Commission; and (w) other parties that have requested notice pursuant to Bankruptcy Rule 2002 

(collectively, the “Notice Parties”). The Debtors submit that, in light of the nature of the relief 

requested, no other or further notice need be given.

No Prior Request

26. No prior request for the relief sought in this application has been made to this or 

any other court.

[Remainder of page intentionally left blank]

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 11 of 60
Dated: January 2, 2018 /s/ James Young

James Young

General Counsel - Toys “R” Us, Inc.

Submitted by:

/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

- and -

Edward O. Sassower, P.C.

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

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

James H.M. Sprayregen, P.C.

Anup Sathy, P.C. 

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

Robert A. Britton (admitted pro hac vice)

Emily E. Geier (admitted pro hac vice)

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

300 North LaSalle

Chicago, Illinois 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 12 of 60
Exhibit A

Proposed Order

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 13 of 60
Edward O. Sassower, P.C. James H.M. Sprayregen, P.C.

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

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Robert A. Britton (admitted pro hac vice)

601 Lexington Avenue Emily E. Geier (admitted pro hac vice)

New York, New York 10022 KIRKLAND & ELLIS LLP

Telephone: (212) 446-4800 KIRKLAND & ELLIS INTERNATIONAL LLP

Facsimile: (212) 446-4900 300 North LaSalle

Chicago, Illinois 60654

-and- Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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, PURSUANT TO SECTIONS 327(a) 

AND 328(a) OF THE BANKRUPTCY CODE,

(I) AUTHORIZING EMPLOYMENT AND RETENTION 

OF MALFITANO ADVISORS, LLC AS THE DEBTORS’

ASSET DISPOSITION ADVISOR AND CONSULTANT, NUNC

PRO TUNC TO DECEMBER 11, 2017, AND (II) GRANTING RELATED RELIEF

Upon the application (the “Application”)2 of the above-captioned Debtors for entry of an 

order (this “Order”) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy 

 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 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 Application. 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 14 of 60
2

Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1: (i) authorizing the 

employment and retention of Malfitano Advisors, LLC (“Malfitano”) to serve as the Debtors’ 

asset dispositions advisor and consultant, nunc pro tunc to December 11, 2017, in accordance 

with the terms and conditions set forth in the Services Agreement, a copy of which is attached to 

the Application as Exhibit C; (ii) approving the terms of Malfitano’s employment and retention, 

including the fee and expense structure and the indemnification, reimbursement, and related 

provisions set forth in the Services Agreement; and (iii) granting certain related relief; and upon 

consideration of the declaration of Joseph Malfitano in support of the Application 

(the “Malfitano Declaration”); and having found that: (i) Malfitano does not hold or represent an 

interest adverse to the Debtors’ estates; and (ii) Malfitano is a “disinterested person” within the 

meaning of section 101(14) of the Bankruptcy Code and as required by section 327(a) of the 

Bankruptcy Code; and this Court having 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; and this Court having found that it may enter a 

final order consistent with Article III of the United States Constitution; and this Court having 

found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 

§§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the 

best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court 

having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion 

were appropriate under the circumstances and that no other notice need be provided; and this 

Court having reviewed the Motion and having heard the statements in support of the relief 

requested therein at a hearing before this Court (the “Hearing”); and this Court having 

determined that the legal and factual bases set forth in the Motion and at the Hearing establish 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 15 of 60
3

just cause for the relief granted herein; and upon all of the proceedings had before this Court; and 

after due deliberation and sufficient cause appearing therefor, it is HEREBY:

ORDERED, ADJUDGED, AND DECREED THAT:

1. The Application is GRANTED to the extent set forth herein.

2. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy 

Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, the Debtors are 

authorized to retain and employ Malfitano as their asset disposition advisor and consultant, nunc 

pro tunc to December 11, 2017, on the terms and conditions set forth in the Application and the 

Services Agreement.

3. The terms of the Services Agreement, including the Indemnification Provision, 

are reasonable terms and conditions of employment and are approved.

4. Malfitano shall file fee applications for monthly, interim, and final allowance of 

compensation and reimbursement of expenses pursuant to the procedures set forth in Bankruptcy 

Code sections 330 and 331, the Bankruptcy Rules, the Local Rules, and any other applicable 

procedures and orders of the Court; provided, however, that Malfitano shall be compensated and 

reimbursed pursuant to Bankruptcy Code section 328(a) and that Malfitano’s fees and expenses 

shall not be evaluated under the standard set forth in Bankruptcy Code section 330.

5. Any success fee earned by Malfitano shall be payable solely pursuant to a final 

order entered by this Court.

6. Notwithstanding any provision to the contrary in this Order, the Application, or 

the Services Agreement, the United States Trustee for the Eastern District of Virginia shall have 

the right to object to Malfitano’s request for compensation and reimbursement based on the 

reasonableness standard provided in section 330 of the Bankruptcy Code, and not section 328(a) 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 16 of 60
4

of the Bankruptcy Code. This Order and the record relating to the Court’s consideration of the 

Application shall not prejudice the U.S. Trustee to challenge the reasonableness of Malfitano’s 

fees under section 330 of the Bankruptcy Code. Accordingly, nothing in this Order or the record 

relating to this Court’s consideration of the Application shall constitute a finding of fact or 

conclusion of law binding on the U.S. Trustee with respect to the reasonableness of Malfitano’s 

fees.

7. In the event of any inconsistency between the Services Agreement, the 

Application, and this Order, this Order shall govern.

8. Notice of the Application as provided therein is deemed good and sufficient 

notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the local rules 

of this Court are satisfied by such notice.

9. The relief granted herein shall be binding upon any chapter 11 trustee appointed 

in any of these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a 

subsequent conversion of any of these chapter 11 cases to cases under chapter 7.

10. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry.

11. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum 

of law in connection with the Application is waived.

12. The Debtors and Malfitano are authorized to take all actions necessary to 

effectuate the relief granted pursuant to this Order in accordance with the Application.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 17 of 60
5

13. This Court retains jurisdiction with respect to all matters arising from or related to 

the implementation of this Order.

Dated: __________, 2018

Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS

UNITED STATES BANKRUPTCY JUDGE

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 18 of 60
Exhibit B

Malfitano Declaration

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 19 of 60
Edward O. Sassower, P.C. James H.M. Sprayregen, P.C.

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

KIRKLAND & ELLIS LLP Chad J. Husnick, P.C. (admitted pro hac vice)

KIRKLAND & ELLIS INTERNATIONAL LLP Robert A. Britton (admitted pro hac vice)

601 Lexington Avenue Emily E. Geier (admitted pro hac vice)

New York, New York 10022 KIRKLAND & ELLIS LLP

Telephone: (212) 446-4800 KIRKLAND & ELLIS INTERNATIONAL LLP

Facsimile: (212) 446-4900 300 North LaSalle

Chicago, Illinois 60654

-and- Telephone: (312) 862-2000

Facsimile: (312) 862-2200

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 JOSEPH A. MALFITANO 

IN SUPPORT OF DEBTORS’ APPLICATION FOR 

ENTRY OF ORDER, PURSUANT TO SECTIONS 327(a) 

AND 328(a) OF THE BANKRUPTCY CODE, (I) AUTHORIZING 

EMPLOYMENT AND RETENTION OF MALFITANO ADVISORS, LLC 

AS THE DEBTORS’ ASSET DISPOSITION ADVISOR AND CONSULTANT,

NUNC PRO TUNC TO DECEMBER 11, 2017 AND (II) GRANTING RELATED RELIEF

I, Joseph A. Malfitano, hereby declare under penalty of perjury and pursuant to 28 U.S.C.

§ 746 that the following is true and correct to the best of my knowledge, information, and belief:

 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.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 20 of 60
2

1. I am the Founder and Managing Member of Malfitano Advisors, LLC 

(“Malfitano”).

2. I am duly authorized to make and submit this declaration (this “Declaration”) on 

behalf of Malfitano in support of the Debtors’ Application for Entry of Order, Pursuant to 

Sections 327(a) and 328(a) of the Bankruptcy Code, (I) Authorizing Employment and Retention 

of Malfitano Advisors, LLC as the Debtors’ Asset Disposition Advisor and Consultant, Nunc Pro 

Tunc to December 11, 2017, and (II) Granting Related Relief (the “Application”).2 Except as 

otherwise noted, I have personal knowledge of the matters set forth herein.

Malfitano’s Qualifications

3. Malfitano is well-qualified to provide asset disposition and consulting services to 

the Debtors. Malfitano is a boutique firm that provides clients around the globe with asset 

acquisition and disposition advice. Malfitano helps formulate asset disposition plans for a range 

of assets, such as retail inventory, real estate, accounts receivable, furniture, fixtures and 

equipment, and industrial machinery and equipment. Leveraging almost two decades of 

experience structuring complex asset acquisition and disposition transactions, both from the sell 

and buy side, Malfitano assists clients by (i) identifying non-core assets, (ii) formulating a 

program to dispose of those assets in order to maximize the assets’ value, including the 

preparation of due diligence and related offering materials, (iii) implementing the agreed upon 

program and assisting in the solicitation and evaluation of disposition proposals, and (iv) 

monitoring the disposition process to its conclusion. 

4. I personally have been involved, either as a lawyer or as a business executive, in 

some of the largest retail bankruptcies in this country’s history including, but not limited to, 

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

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 21 of 60
3

Linens ‘n Things, Borders Group, The Sharper Image, hhgregg, Eastern Outfitters, Boater’s 

World, Goody’s Family Clothing, and Golfsmith International. I am intimately familiar with the 

structure and metrics that drive a successful retail liquidation and have been involved in the 

creation and evolution of retail liquidation agreements since 2007.

5. Consistent with the turnaround industry practice, as well as consulting practices in 

general, Malfitano augments its full-time professional staff from time to time with qualified 

professionals as independent contractors who assist Malfitano in the performance of the services 

to be provided to its clients. Financial advisory firms, such as Malfitano, hire independent 

contractors for various reasons ranging from the need for specialized industry and functional 

expertise to the manpower needs of a particular engagement.

6. With respect to any independent contractor used by Malfitano in connection with 

a client engagement, Malfitano bears complete responsibility for both (a) the performance of the 

independent contractor and (b) payment of all amounts due to the independent contractor, 

regardless of whether Malfitano is paid by the ultimate client. Any independent contractor is 

directly supervised by employees of Malfitano and is restricted from working on any matter that 

would deemed adverse to the client. 

7. Accordingly, I believe Malfitano is well-qualified to perform all services 

contemplated by the Services Agreement, and to represent the Debtors’ interests in these Cases 

in a cost-effective, efficient, and timely manner.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 22 of 60
4

Services to be Rendered and Compensation

8. The scope of services to be performed by Malfitano is accurately set forth in the 

Application and Services Agreement.

9. Subject to this Court’s approval, the Debtors will compensate Malfitano in 

accordance with the terms set forth in the Services Agreement.

10. Malfitano records its time with complete and detailed descriptions of its activity 

in one-tenth of an hour intervals. Furthermore, Malfitano will submit monthly fee statements 

and interim fee applications for compensation for Services rendered and reimbursement of 

expenses incurred in connection with these Cases.

11. I believe that the compensation structure described above and set forth in the 

Services Agreement is comparable to compensation generally charged by asset disposition 

advisors of similar stature and similar engagements, both in and out of bankruptcy. Furthermore, 

I believe that the compensation structure is consistent with Malfitano’s normal and customary 

billing practices for cases of comparable size and complexity that require the level and scope of 

services to be provided in these Cases.

Disclosures Concerning Connections with the Debtors and Parties in Interest

12. In the ordinary course of its business, Malfitano and its affiliates maintain a 

database for purposes of performing “conflicts checks.” The database contains information 

regarding its present and past representations and transactions. 

13. I obtained a list of the Debtors, certain of the Debtors’ creditors, and other parties 

in interest in the above-captioned cases from Debtors’ counsel for purposes of searching the 

aforementioned database and determining the connection(s) which Malfitano or its affiliates has 

with such entities, which list is attached hereto as Schedule 1.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 23 of 60
5

14. Malfitano’s search of the aforementioned database identified the connections 

listed on the attached Schedule 2.

15. Except as set forth herein, neither I, Malfitano, nor any principal, partner, director, 

officer, or employee thereof, nor any professional retained by Malfitano has agreed to share or 

will share any portion of the compensation to be received from the Debtors by Malfitano with 

any other person other than members, partners, or regular associates of Malfitano.

16. To the best of my knowledge, neither I, Malfitano, nor any principal, partner, 

director, officer, or employee thereof, nor any professional retained by Malfitano, insofar as I 

have been able to ascertain, holds or represents any interest adverse to the Debtors or their 

estates with respect to the matter(s) upon which Malfitano is engaged.

17. Neither I, Malfitano, nor any principal, partner, director, officer, or employee 

thereof, nor professional retained by Malfitano, insofar as I have been able to ascertain, is (or 

within two (2) years before the date the Debtors filed these chapter 11 cases) a director or officer 

of the Debtors.

18. To the best of my knowledge, Malfitano is a “disinterested person” within the 

meaning of section 101(14) of the Bankruptcy Code.

19. Malfitano is conducting further inquiries regarding its retention by any creditors 

of the Debtors, and upon conclusion of that inquiry, or at any time during the period of 

Malfitano’s engagement, if Malfitano should discover any facts bearing on the matters described 

herein, Malfitano will supplement the information contained in this Declaration.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 24 of 60
6

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

and correct to the best of my knowledge and belief. 

Dated: January 2, 2018

MALFITANO ADVISORS, LLC

Joseph A. Malfitano__________________

Joseph A. Malfitano Founder & Managing 

Member

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 25 of 60
SCHEDULE 1

List of Schedules

Schedule Category

1(a) Debtors and Debtor Affiliates

1(b) Current and Former Directors, Officers, Members, and Managers

1(c) 5% or More Equity Holders

1(d) Banking Relationships

1(e) Bankruptcy Professionals

1(f) Contract Counterparties

1(g) Insurers

1(h) Landlords

1(i) Taxing Authorities

1(j) U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of 

Virginia

1(k) Utilities

1(l) Vendors

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 26 of 60
SCHEDULE 1(a)

Debtors and Debtor Affiliates

Babies “R” Us (Australia) Pty Ltd. 

Geoffrey Funds, Inc.

Geoffrey Holdings, LLC

Geoffrey International, LLC

Geoffrey, LLC

Giraffe Holdings, LLC

Giraffe Junior Holdings, LLC

Magic Group Investments Ltd.

MAP 2005 Real Estate, LLC

MAP Real Estate, LLC

SALITRU Associates JV

Toys "R" Us Inc.

Toys (Labuan) Holding Ltd.

Toys (Labuan) Holding Ltd. (BVI)

Toys (Labuan) Ltd.

Toys ‘R’ Us Holdings (UK) Ltd.

Toys ‘R’ Us Holdings (UK) Ltd. (UK)

Toys “R” Us - Delaware, Inc.

Toys “R” Us – Japan Ltd.

Toys “R” Us - Value Inc.

Toys “R” Us (Asia) Ltd.

Toys “R” Us (Australia) Pty Ltd.

Toys “R” Us (Canada) Ltd.

Toys “R” Us (Canada) Ltee

Toys “R” Us (China) Limited dba Fan Dou 

Cheng Commercial Consulting 

(Shenzhen) Co. Ltd.

Toys “R” Us (Hong Kong) Ltd.

Toys “R” Us (Ireland) Unlimited (Ireland)

Toys “R” Us (Taiwan) Trading Ltd.

Toys “R” Us (UK) Ltd.

Toys “R” Us AG

Toys “R” Us Children’s Fund

Toys “R” Us Europe, LLC

Toys “R” Us Financial Services Ltd.

Toys “R” Us France Real Estate SAS

Toys “R” Us GmbH

Toys “R” Us Handelsgesellschaft mbH

Toys “R” Us Holdings (China) Ltd.

Toys “R” Us Holdings Ltd.

Toys “R” Us Inc. Sucursal en Espaῆa

Toys “R” Us Ltd.

Toys “R” Us Poland sp. ZOO

Toys “R” Us Properties (UK) Ltd.

Toys “R” Us Properties Ltd.

Toys “R” Us Property Company I, LLC

Toys “R” Us Property Company II, LLC

Toys “R” Us Retailing (China) Ltd.

Toys “R” Us SARL

Toys Acquisition, LLC

Toys R Us Iberia Real Estate SLU

Toys R Us Iberia SAU

Toys R Us Madrid SLU

Toys R Us Portugal Brinquedos e Artigos 

Juvenis Lda.

Toys Retailing (Thailand) Ltd.

Toys‘R’Us (Malaysia) Sdn. Bhd.

Toys‘R’Us (Singapore) Pte. Ltd.

Toys”R”Us Sklep Internetowy Sp. ZOO

Toys”R”Us Sklep Internetowy Sp. ZOO 

SpK

TRU – SVC Inc.

TRU (BVI) Asia 1 Ltd.

TRU (BVI) Asia 2 Ltd.

TRU (BVI) Finance I Ltd.

TRU (BVI) Finance II Ltd.

TRU (France) Finance Ltd.

TRU (France) Holdings Ltd.

TRU (HK) Ltd. (Hong Kong)

TRU (Holdings) Ltd.

TRU (Ireland) Holdings Unlimited

TRU (Japan) Holdings Parent Ltd.

TRU (UK) Asia Ltd.

TRU (UK) H4 Ltd.

TRU (UK) H5 Ltd.

TRU (UK) H6, LLC

TRU (UK) H7 Ltd.

TRU (UK) H8 Ltd.

TRU (UK) H9 Ltd.

TRU (UK) Holdings Limited (UK)

TRU (UK) Holdings Ltd.

TRU (UK) Noteholder Ltd.

TRU (Vermont) Inc.

TRU 2005 RE I, LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 27 of 60
TRU 2005 RE II Trust

TRU 2016-1 Depositor, LLC

TRU Asia, LLC

TRU Australia Holdings, LLC

TRU BVI Ltd.

TRU Capital, LLC1

TRU China Holdings, LLC

TRU China Retail Holdings, LLC

TRU Europe Ltd.

TRU Global Imports BV

TRU Global Sourcing Ltd.

TRU Global Tooling, LLC

TRU GSO (HK) Ltd.

TRU GSO, LLC

TRU Guam, LLC

TRU Holdings 1 Ltd.

TRU Holdings 1 Ltd. (BVI)

TRU Holdings 2 Unlimited

TRU Holdings 2 Unlimited (BVI)

TRU Hong Kong Holdings, LLC

TRU Hong Kong Ltd.

TRU Iberia Holdings 1 SLU

TRU Iberia Holdings 2 SLU

TRU Japan Holdings 2, LLC

TRU Japan Holdings, LLC (converted from 

TRU Japan Holdings, Inc. on 7-28-16)

TRU Mexico Holdings 1, LLC

TRU Mexico Holdings 2, LLC

TRU Mobility, LLC

TRU Netherlands Holdings BV

TRU of Puerto Rico Inc.

TRU Taj (Europe) Holdings, LLC (name 

amended from TRU Taj (Spain) 

Holdings, LLC on 7-28-16)

TRU Taj Finance, Inc.

TRU Taj Holdings 1, LLC

TRU Taj Holdings 2 Ltd.

TRU Taj Holdings 3, LLC

TRU Taj LLC

TRU Thailand Ltd.

TRU Thailand, LLC

TRUINC Giraffe

TRUINC Giraffe fka TRU (Ireland) 

Holdings Unlimited (Ireland)

TRU-SVC LLC

TRUToys (UK) Ltd.

Wayne Real Estate Company, LLC

Wayne Real Estate Holding Company, LLC

Wayne Real Estate Parent Company, LLC 

(fka WREHC amended on 9-5-15)

Y.K. Babiesrus Internet Japan

Y.K. Toysrus Internet Japan

ZT-Winston Salem-Associates JV

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 28 of 60
SCHEDULE 1(b)

Current and Former Directors, Officers, Members, and Managers

Barry, Richard

Begeman, Gary D.

Bekenstein, Joshua

Boggs, N. Cornell

Brandon, David

Carr, Alan J.

Cellar, Kurt M.

Foster, Jonathan F.

Goldman, Neal P.

Goodman, Richard 

Grace, Timothy

Hassan, Carla

Leand, Paul M., Jr.

Levin, Matthew

MacNab, Keven

MacNow, Joseph 

Megjhi, Moshin Y. 

Miller, Alan B.

Preston, Diana

Raether, Paul

Short, Michael

Silverstein, Wendy

Stein, Jeffrey S.

Taylor, Nathaniel

Venezia, Patrick

Von Walter, Amy

Weinstein, David N.

Wills, Lance

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 29 of 60
SCHEDULE 1(c)

5% or More Equity Holders

Bain Capital

KKR Millennium Fund LP

Kohlberg Kravis Roberts & Co. LP

Toybox Holdings LLC

Vornado Realty

Vornado Truck LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 30 of 60
SCHEDULE 1(d)

Banking Relationships

Banco Popular

Banco Popular de Puerto Rico

Bank of America

Bank of America NA

Bank of Hawaii

Bank of Hawaii Corp.

Bank of New York

Brigade Capital Management LP

Citi

Citibank NA

Debussy DTC PLC

Dechert LLP Cira Centre

Deutsche

Deutsche Bank

Deutsche Bank AG New York Branch

Elavon Financial Services Ltd. UK Branch

Fifth Third

Fifth Third Bancorp

Goldman

Goldman Sachs

Goldman Sachs Lending Partners LLC

Goldman Sachs Mortgage Co.

ICD

Institutional Cash Distributors LLC

JPMorgan Chase

JPMorgan Chase & Co.

Key Bank

Key Bank of VT

Milbank Tweed Hadley & McCloy LLP

Regions

Regions Financial Corp.

Situs Asset Management Ltd.

United Jersey Bank

US Bank

US Bank NA

US Bank Trustees Ltd.

Wells Fargo Bank NA

Wilmington Trust NA

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 31 of 60
SCHEDULE 1(e)

Bankruptcy Professionals

Alvarez & Marsal Inc.

Joele Frank, Wilkinson Brimmer Katcher

Lazard Ltd.

Prime Clerk LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 32 of 60
SCHEDULE 1(f)

Contract Counterparties

Al Futtaim Sons

Amic Trading Pty. Ltd.

Keshet - Hypertoy Ltd.

Lotte Shopping Co. Ltd.

Marketing Services & Commercial Projects Operation Co.

Tablez Food Co.

Top Toy

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 33 of 60
SCHEDULE 1(g)

Insurers

Ace American Insurance Co.

Ace Property & Casualty Insurance Co.

Allied World Assurance Co.

American Zurich Insurance Co.

Barbican Consortium 9354 - London

Continental Insurance Co. of NJ

Federal Insurance Co.

Great American Assurance Co.

Ironshore Indemnity Inc.

Liberty Surplus Insurance Co.

Lloyds of London

Monopolistic

National Union Fire Insurance Co. of Pittsburgh PA

Nationwide

Navigators Insurance Co.

Ohio Casualty Insurance Co.

PICC Property & Casualty Co. Ltd.

Starr Indemnity & Liability Co.

Starr Syndicate Limited at Lloyds of London

Steadfast Insurance Co.

Tokio Marine

Tokio Marine - HCC

Travelers Casualty & Surety Co.

TRU Vermont Inc.

US Specialty Insurance 

US Specialty Insurance Co. HCC

Wright National Flood Insurance Co.

XL Insurance America Inc.

Zurich American Insurance Co.

Zurich Insurance Co. Ltd.

Zurich Insurance plc UK Branch

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 34 of 60
SCHEDULE 1(h)

Landlords

101 & Scottsdale LLC

1189 STCW LLC

12535 SE 82nd Ave.

157th Kendall LLC

18601 Alderwood Mall Parkway LLC

209 South Point Blvd LLLP

2201 Gallatin Pike LLC

3500 48th Street Associates

3680 Partnership

4000 Oxford Drive Associates LP

6711 Glen Burnie Retail LLC

6851 Veterans LLC

9801 GB Associates LLC

A&W Acquisitions LLC

Acadia Mad River Property LLC

ACF Paramus Plaza LLC

Adam Eidemiller Inc.

Albany Mall LLC

Alisan LLC

Alisue LLC

Alisue Trust Fundamentals Co.

Almaden-Blossom Hill LLC

Anthony M. Cafaro Trust

ARC Spsantx001 LLC

AREP III BT LLC

Ashment Shopping Center

Asset Acquisition LLC

Atomic Investments Inc.

August America LLC

Aursan Co. LLC

AVR CPC Associates LLC

B. Square SC Co. Ltd.

Baby Fields LLC

Bai Glenbrook LLC

Bali Properties Inc.

Basser-Kaufman 226 LLC

Bayer Development Co. LLC

BBB Corp.

Bel Air Square LLC

Bell Towne Centre Associates LLC

Bellingham North Main Street II LLC

Ben Richman CS Coen & Angelo

Benderson-Wainberg Associates LP

Benenson Capital Partners LLC

Bensalem 11 LLC

Berwick-Krausz

Best Buy Stores LP

Bey Lea Joint Venture

Bloomington Commons LLC

BLT Realty Inc.

Blvdcon LLC

Brass Mill Center LLC

BRE DDR BR West Valley MI LLC

BRE DDR Crocodile Sycamore Plaza LLC

BRE DDR Erie Marketplace DST

BRE DDR Shoppers World LLC

BRE RC Las Palmas MP TX LP

BRE/Pearlridge LLC

Brea Union Plaza I LLC

Bricktown Square LLC

Brixmor Arborland LLC

Brixmor GA Galleria LLC

Brixmor GA Kingston Overlook LLC

Brixmor GA Waterford Commons LLC

Brixmor GA Westminster LLC

Brixmor Grand Traverse I LLC

Brixmor Hale Road LLC

Brixmor Property Owner II LLC

Brixmor Wendover Place LP

Brixmor/IA Delco Plaza LLC

Broadstone Plaza O2 LP

Brookline Northtown LLC

Brown - 19 LLC

Brown, David A.

BSM Suburban Plaza LLC

BT Hull Street LLC

BTM Development Partners LLC

Burbank Realty Co. LLC

Burlington Coat Factory

Burlington Coat Factory Realty Of Dublin 

Inc.

BVK Courtyard Commons LLC

Cafaro Governors Square Partnership

Cafaro NW Partnership, The 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 35 of 60
Canyon Crossing Dunhill LLC

Castle & Cooke Corona Crossings LLC

Cay Properties

Centercap Associates

Centerpoint Owner LLC

Century Plaza Corp.

CFT NV Developments LLC

Chandler Pavilions LLC

Chapman Cole Attleboro Babies No. Two 

Partnership Ltd.

Chee, David

Cianciolo, Edith J. 

Cianciolo, Philip A. 

Cincinnati Holding Co. LLC

City Bay Plaza LLC

City National Bank of Miami

City View Towne Crossing Shopping Center

Clearwater Crossing LP

Clifton Country Road Assoc. RT CM 6341

CLPF-Tukwila LP

CM Morris Corners LLC

Cole Mt. Beavercreek OH LLC

Cole Mt. San Antonio (Highway 151) TX 

LLC

Cole Mt. San Jose CA LP

Cole Mt. Sunset Valley TX LLC

Cole Mt. West Covina Lakes CA LP

Cole TY Coral Springs FL LLC

Colonial Heights Land Associates LP

Colonies-Pacific 19A LLC, The 

Columbia Crossing 1700 LLC

Columbia Mall Partnership

Columbia Plaza Shopping Center JV

Connie L. Sillen Family Trust

Cooper Olshan Co.

Cooper Smolen Joint Venture

Cor Route 7 Co. LLC

Cordano Associates

Cosmo Eastgate Ltd.

Cottonwood Corners TIC

CP Venture Two LLC

CPT Creekside Town Center LLC

CPT Shops At Rossmoor LLC

CRP II - Horizon Park LLC

CSM Shops Inc.

Cumberland Mall Associates

CW Dover LLC

CW Park Hills Plaza LP

Danforth Holdings LLC

Daniel G. Kamin Lima Enterprises

DDR Carolina Pavilion LP

DDR Gateway LLC

DDR Millenia Plaza LLC

DDR Nassau Pavilion Associates LP

DDR Norte LLC SE

DDR Perimeter Pointe LLC

DDR Poyner Place LP

DDR Southeast Union LLC

DDRA Ahwatukee Foothills LLC

DDRM Springfield Commons LLC

DDRTC Fayette Pavilion I & II LLC

DDRTC McFarland Plaza LLC

De Arellano, Zorahayda Ramirez

Deptford Plaza Associates

Derito Talking Stick South LLC

DG Retail Leaseco LLC

Diajeff LLC

Diajeff Trust, The

DJA Olathe LP

Donahue Schriber Realty Group LP

Douglaston Shopping Center Owner LLC

DSF Motels

Dsvegas II LLC

DTD-Devco 8W LLC

Dunning Farms LLC

Durham Westgate Plaza Investors LLC

Eatontown 36-LLC

EDK Toys LLC

Edmark IV LLC

EEC Park Place Cerritos LLC

El Dorado MP #1 LP

Empire Mall LLC

Equity One Florida Portfolio Inc.

Equity One JV Sub Northborough LLC

Esan LLC

Escondido Mission Village

Excel Ft. Union LLC

Excel Stockton LLC

Exton/Whiteland Devco

Facchino/Labarbera Blossom Hill LLC

Family Center Orem Shopping Center LLC

Fay Estates

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 36 of 60
Festival of Hyannis LLC

Fidelity Syndications Co. LLC

Floit Properties

Forest Plaza LLC

Fort Smith Ventures LLC

Forum Lone Star LP

Fringe Area (PLA) Inc.

Frit Escondido Promenade LLC

FTT Village Fair North LLC

FW CA-Pleasant Hill Shopping Center LLC

FW CT-Corbins Corner Shopping Center 

LLC

FW Il - Riverview Plaza LLC

G&I VIII Lakeshore Marketplace LLC

Galleria Alpha Plaza Ltd.

Garden Fair Realty Associates

Gateway Center Properties III LLC

Gateway DC Properties

Gateway Pinole Vista LLC

Gator Swansea Property LLC

GCTC Holdings LLC

GEJ Realty Co.

Gemini Place Towne Center LLC

General Auto Outlet of Evansville LLC

GG Lawruk Pleasant Valley 2000 LP

GGP Ivanhoe II Inc.

GGP Staten Island Mall LLC

GGPA State College 1998 LP

GKKL LLC

Golde Creek Plaza LP

Golden Mile Marketplace LLC

Goldsmith, John

Goodrich Cicero LLC

GP Development Corp.

Grand Central Parkersburg LLC

Great East Mall

Great Northern Mall Holding LLC

Greenwood 153 LLC

GS Centennial LLC

GW Real Estate of Georgia LLC

Hamilton Village Station LLC

HAP Property Owner LP

Hareff Trust

Hart Pacific Commons LLC

Hawthorn Theatre LLC

HCL Goodyear Centerpointe LLC

Hersch 2003 LLC

Hickory Corners 16B LLC

High Ridge LLC

Hillview CH LLC

Hines Global REIT 4875 Town Center LLC

Hines Global REIT San Antonio Retail I LP

HM-Up Development Alafaya Trails LLC

Homestead Co., The

Horn Pond Plaza LLC

Horsham Realty Partners LP 

HRE Properties

Huntington Oaks Delaware Partners LLC

IA Lithonia Stonecrest LLC

IG LC

Ikea Center Urban Renewal Inc.

Ikea Property Inc.

Imbus Enterprises LP

IMI Huntsville LLC

In Retail Fund Woodfield Commons LLC

Independence Plaza Center LP

Indio Jackson LLC

Inland Southeast King's Grant LLC

Inland Western Charleston North Rivers 

LLC

Inland Western Concord King's

Inland Western Cranberry Dst.

Inland Western Fort Myers Page Field LLC

Inland Western Hickory Catawba LLC

Inland Western Newnan Crossing II LLC

Inland Western Southlake Corners Kimball 

LP

Interstate 5 Center LLC

IRC Turfway Commons LLC

IRC University Crossing LLC

Irvine Co. LLC

IVT Price Plaza Katy LLC

IVT Renaissance Center Durham II LLC

Jantzen Dynamic Corp.

Jefan Trust, The

Jesue LLC

JJD-HOV Elk Grove LLC

JLP-Cranberry LLC

JLP-Lynnhaven VA LLC

Johnann LLC

Kentucky Oaks Mall Co.

Kimco Bayshore LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 37 of 60
Kimco Cross Creek 607 Inc.

Kimco Lewisville LP

Kimco Lexington 140 LLC

Kimco North Brunswick 617 Inc.

Kimco Realty Corp.

Kin Properties

Kin Properties Inc.

Kingstowne Parcel O LP

Kir Arboretum Crossing LP

Kir Bridgewater 573 LLC

Kir Maple Grove LP

Kir Minnetonka LP

Kir Montebello LP

Kir Tampa 003 LLC

KRG Belle Isle LLC

KRG Cedar Hill Plaza LP

KRG Evans Mullins LLC

KRG Port St. Lucie Landing LLC

KRG South Elgin Commons LLC

KRG White Plains City Center LLC

L Enterprises LLC

La Cienega - Sawyer Ltd.

Lake Grove Owners LLC

Lansing Mall LLC

LBG Portage Center LLC

Lea Co.

Levco Associates

Levin Properties LP

Lexington Toy Tulsa LP

Lightman, Michael A. 

Loop West (Orlando) LLC

LVP Oakview Strip Center LLC

Macerich Southridge Mall LLC

Macomb Center Partners LLC

Madison Waldorf LLC

Madison/West Towne LLC

Magnolia Park LLC

Main Street at Exton LP

Mall At Leigh Valley LP

Mall at Northshore LLC

Mallview Plaza Co. Ltd.

Manana-Cdit LLC

Mann Enterprises Inc.

Market Plaza Associates

Marketplace Center LLC

Marvin L. Lindner Associates LLC

Mascot Trust, The 

Mascott LLC

Master E. Squared Laredo LLC

Mattone Group Raceway LLC

McLain, V.B.

MD Management Inc.

MDL Realty LLC

Meno, Frederick J. 

Meridian Centercal LLC

MGP IX Properties LLC

Midmall Resources LP

Mikeone Houston Holdings LLC

Mill Creek Mall LLC

Mira Mesa Shopping Center-West

MM17 LLC

Monmouth Plaza Enterprises LLC

Moore, Billy E. 

Moore, Heather 

MSA Montrose LP

MSKP Gateway LLC

Murray Bart Associates

Nare High Grove Management LLC

National Land Resources

National Retail Properties Inc.

National Retail Properties LP

New York Department Stores De Puerto 

Rico Inc.

Newage PHM LLC

Newington Gross LLC

Newington-Westfarms TMC LLC

Nine Mall Investors LLC

NNN Tru Gastonia LLC

Noland Fashion SC LLC

Northwest Target LLC

Northwoods LP

NPMC Retail LLC

NTH 250 E LLC

NW Village LLC

Oakley Grove Development LLC

Oakridge Court LLC

OCW Retail-Dedham LLC

Ohio Valley Mall

Orange Park Associates

OWRF Baybrook LLC

Oxford Valley Road Associates LP

Pacific Petc-Miami LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 38 of 60
Pacific Youngman-Torrance

Pacific/Dsla No. 2

Palm Springs Mile Associates Ltd.

Palms Crossing Town Center LLC

Pappas Union City LP

Park Brooke Hazlet LLC

Parkway Crossing East Shopping Center LP

Pasadena Partners LP

PBA II LLC

PCG Burbank Gl LLC

PCG Woodland Hills Topanga

Peabody Center LLC

Petty, George S. 

Pine Tree Properties

Pipeline 13 A LLC

Pipeline 13 A LP

PK I Fullerton Town Center LP

Plaza at Buckland Hills LLC

PNN Holdings LP

Porto Bella Apartment Co. LP 

Portsmouth Plaza LP

Potomac Run LLC

PR Valley LP

Pregamant Mall of Staten Island LLC

Prudential Insurance Co. of America, The 

Pyramid Company of Holyoke

R&J Baileys LLC

Rabanus Center LCC

RAF Flowood LLC

Rainbow Arroyo Commons LLC

Raintree Realty LLC

Ramco Jackson Crossing SPE LLC

Ramco-Gershenson Inc.

RB Tech Ridge LLC

RCG-Lithonia Marketplace LLC

Real McKeever LLC, The

Redlands Town Center Retail III LLC

Rego II Borrower LLC

Riddle Group

Ridge Line Inc.

RJ Realty LP

Rockaway Center Associates LP

Rockstep Meridian LLC

Route 146 Millbury LLC

Rpai Sugar Land Colony LP

RTP Comm Way LLC

Running Hill SP LLC

Rushmore Oaks Mall LLC

S Klein Family LLC

Saico Gateway Co. LLC

Saltru

Samjenn Associates LLC

Sandelman, Elyse 

Sandelman, Sanford 

Sandelman, Steven 

Sandleman, Susan

SAS Family Trust

Sayville Plaza Development LLC

SBAF Running Fox Inc.

Schaumburg Corners LLC

Schreier, Alison 

SCI ITC South Fund LLC

SDC Pacific Youngman-Santa Ana

SDR Associates Toys Kids RT CM 5646

Seaboard Commons Holdings LLC

Section 14 Development Co., The

SFERS Real Estate Corp. II

Shackleford Crossings Investors LLC

Shafer Plaza 06A LLC

Shanri Holdings Corp.

Shaw-Marty Associates

Shorewood Station LLC

Short Pump Investors LLC

Siegen Lane Properties LLC

Simon Property Group (Texas) LP

Site C LLC

Sizeler Family LP

SM Eastland Mall LLC

SM Rushmore Mall LLC

Smith Interests General Partnership LLP

Smith Land & Improvement Corp.

Smithtown Venture LLC

Somerville Circle

Sorenson, Richard W. 

Southpoint Plaza LLC

Sparky Baby LLC

Spirit Properties Ltd.

Spring Ridge LP

Springsan Co. LLC

SS Capital LLC

State & 59th Partners LLC

Sterling Realty Organization

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 39 of 60
Stone Ridge Plaza LLC

Stowsan LP 

Strip Delaware LLC, The

Sully LP, The

Summerhill Square LLC

Sun Center Ltd.

Sunland West Joint Venture

Sunrise Mass LLC

Sunrise Promenade Associates

Sunset Hills Owner LLC

Svap II Pasadena Crossroads LLC

T Douglasville GA Retail LLC

T Southland Crossing OH LLC

T&T Enterprises LP

Tacoma Mall Partnership

Taft Corners Associates

Talisman Towson LP

Tamarack Village Shopping Center LP

Tanurb Burnsville LP

Taylor Square Owner LLC

Tech One Associates

THF Chesterfield Dev LLC

THG Bluegrass Manor LLC

Thousand Oaks Marketplace LP

Timbers 2 LLC

TKG Paxton Towne Center Development 

LP

TMT Pointe Plaza Inc.

Top Terraces Inc.

Towne Center West Associates

Toys WD Co. LLC

TPP 306 First Colony LLC

Treeco/Soder Royal Palm LLC

Triangle Plaza I LLC

Triangle Plaza II LLC

UE Hudson Mall Holding LLC

UE Mundy Street LP

UE Property Management LLC

Union Bank of California

University Park Improvements LLC

University Town Plaza LLC

Upper Glen Street Associates LLC

Urban Edge Properties

Urstadt Biddle Properties Inc.

US 41 & I 285 Co.

Valencia Marketplace I LLC

Valley View (Unit 1) LLC

Vallorbe Inc.

VCG Whitney Field LLC

Vertical Industrial Park Associates

Vickery Realty Co. Trust

Viking Partners Overland Pointe 

Marketplace LLC

Village At Allen LP, The 

VPBH Associates LP

Wachs New Hartford Development LLC

Wal-Mart Realty Co.

Wat Marital Trust

Watt-Elkhorn Center

Weingarten Nostat Inc.

Weingarten Realty Investors

Westgate Village LLC

Westlake Shopping Center LLC

White Oaks Plaza LLC

Williams Parkway LLC

Wilson Gardens Havana LLC

Winrock Partners LLC

Winston Salem Hanes LLC

Wood Asheville Center LLC

Woodcock Properties Inc.

Wrexham Associates LP

Wright Oracle LLC, The

Yacoel Investments III LLC

Yah Investments

Yuba Shopping Center

Zelman Ontario LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 40 of 60
SCHEDULE 1(i)

Taxing Authorities

Alameda, County of (CA)

Anchorage, Municipality of (AK)

Anne Arundel, County of (MD)

Aurora, City of (CO)

Baltimore, County of (MD)

Baton Rouge, City of (LA)

Berkheimer Outsourcing Inc.

Bexar, County of (TX)

Birmingham, City of (AL)

Braintree, Town of (MA)

Brockton, City of (MA)

Brookfield, City of (WI)

Broome, County of (NY)

Broward, County of (FL)

Calcasieu, Parish of (LA)

Carrollton Farmers Branch Independent 

School District (TX)

Centennial, City of (CO)

Charleston, County of (SC)

Cherry Hill UE LLC

City View Towne Crossing

Clackamas, County of (OR)

Clark, County of (NV)

Clarkstown, Town of (NY)

Cobb, County of (GA)

Colorado Springs, City of (CO)

Concord, City of (NC)

Concord, City of (NH)

Cook, County of (IL)

Cooper Olshan Co.

Cooper Smolen Joint Venture

Cuyahoga, County of (OH)

Dallas, County of (TX)

Delaware, State of

Denton, County of (TX)

Deptford, Township of (NJ)

Douglas, County of (CO)

Douglas, County of (NE)

Dupage, County of (IL)

Ellis, County of (TX)

Fairfax, County of (VA)

Fidelity Totowa Associates LLC

Florida, State of

Fort Collins, City of (CO)

Franklin, County of (OH)

Freehold, Township of (NJ)

Fresno, County of (CA)

Fulton, County of (GA)

Georgia, State of

Glendale, City of (AZ)

Glendale, City of (CA)

Guam, Territory of (United States), 

Department of Revenue

Hamburg, Town of (NY)

Hamilton, Township of (NJ)

Harris, County of (TX)

Hempstead, Town of (NY)

Henry, County of (GA)

Hidalgo, County of (TX)

Hillsborough, County of (FL)

Hinds, County of (MS)

Hoover, City of (AL)

Houston County & City of Dothan Pash 

Return (AL)

Illinois, State of

Jackson, County of (MO)

Jefferson, County of (AL)

Jefferson, County of (CO)

Jefferson, Parish of (LA)

Johnson, County of (KS)

Kane, County of (IL)

Keystone Collections Group

King, County of (WA)

Lafayette Parish School Board

Lake, County of (IL)

Lake, County of (IN)

Lakewood, City of (CO)

Lawrence, Township of (NJ)

Lexington, County of (SC)

Linn, County of (IA)

Livingston, Township of (NJ)

Los Angeles, County of (CA)

Lucas, County of (OH)

Madison Heights, City of (MI)

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 41 of 60
Madison, City of (WI)

Mahoning, County of (OH)

Maricopa, County of (AZ)

Marion, County of (IN)

Mark Monitor

Maryland, State of

Massachusetts, Commonwealth of

Mayagüez, Municipio de (PR)

McAndrew Conboy & Prisco LLP

McLennan, County of (TX)

Mesa, City of (AZ)

Miami-Dade, County of (FL)

Michigan, State of

Middletown, Township of (PA)

Milford, City of (CT)

Milwaukee, City of (WI)

Monroe, City of (LA)

Monroeville, Municipality of (PA)

Monterey, County of (CA)

Montgomery, City of (AL)

Montgomery, County of (MD)

Montgomery, County of (PA)

Mount Olive, Township of (NJ)

Nashua, City of (NH)

Nevada, State of

New Jersey, State of

New York, City of (NY)

New York, State of

North Attleborough, Town of (MA)

North Carolina, State of

North Dakota, State of

Northmarq Capital

Norwalk, City of (CT)

Ohio, State of

Oklahoma, County of (OK)

Orange, County of (FL)

Palm Beach, County of (FL)

Paramus, Borough of (NJ)

Pennsylvania, Commonwealth of 

Philadelphia, City of (PA)

Phoenix, City of (AZ)

Pierce, County of (WA)

Pima, County of (AZ)

PK I North County Plaza LP

Placer, County of (CA)

Polk, County of (IA)

Poughkeepsie, Town of (NY)

Prince George's, County of (MD)

Prince William, County of (VA)

Puerto Rico, Commonwealth of

Pulaski, County of (AR)

Racine, City of (WI)

Ramsey, County of (MN)

Riverhead, Town of (NY)

Riverview Management Co.

Rockaway, Township of (NJ)

Roseville, City of (MI)

Sacramento, County of (CA)

Salem, Town of (MA)

San Bernardino, County of (CA)

San Diego, County of (CA)

San Joaquin, County of (CA)

San Mateo, County of (CA)

Santa Clara, County of (CA)

Scott, County of (IA)

Sedgwick, County of (KS)

Seminole, County of (FL)

Shawnee, County of (KS)

Snohomish, County of (WA)

Solano, County of (CA)

South Dakota, State of

South Portland, City of (ME)

SPI Property Management Corp.

Springfield, City of (MA)

Springfield, Township of (PA)

St. Clair, County of (IL)

St. Louis, County of (MO)

Stanislaus, County of (CA)

Sterling Heights, City of (MI)

Tarrant, County of (TX)

Tax Recourse LLC

Texas, State of

Thornton, City of (CO)

Toms River, Township of (NJ)

Travis, County of (TX)

Tucson, City of (AZ)

Tulsa, County of (OK)

Tuscaloosa, County of (AL)

United States, Government of the, Internal 

Revenue Service

Upper Merion, Township of (PA)

Vanderburgh, County of (IN)

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 42 of 60
Ventura, County of (CA)

Washington, County of (OR)

Washington, State of

Waterford, Town of (CT)

Waukesha, County of (WI)

Wayne, Township of (NJ)

West Hartford, Town of (CT)

West Mifflin, Borough of (PA)

Westminster, City of (CO)

Whitehall, Township of (PA)

Will, County of (IL)

Yonkers, City of (NY)

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 43 of 60
SCHEDULE 1(j)

U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of Virginia

Blades, Paula F.

Bloom, Margaret L.

Charboneau, Joel

Flinchum, Peggy T.

Frankel, Jack I.

Franklin, Lisa D.

Garber, Margaret K.

Guzinski, Joseph A.

Herron, Nicholas S.

Huennekens, Kevin R.

Jones, Bradley D.

Kenney, Brian F.

Kidd, Karen

Kindred, Klinette H.

King, B. Webb

Legum, Jay W.

Mann, Evertte

Mcpherson, Theresa E.

Oliver, Betty

Pecoraro, Shannon F.

Phillips, Keith L.

Pika, Tony

Poda, Heidi

Redden, William C.

Rintye, Peggy

Santoro, Frank J.

Sims, Ilene M.

St. John, Stephen C.

Steven, Mark E.

Turner, June E.

Van Arsdale, Robert B.

Watson, Martha J.

Weschler, Cecelia A.

Whitehurst, Kenneth N., III

Wilson, Sheryl D.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 44 of 60
SCHEDULE 1(k)

Utilities

Alabama Power Co.

Ameren Missouri

Arizona Public Service Electric Co.

ConEdison Solutions

Consolidated Edison Inc.

Constellation NewEnergy Inc.

Consumers Energy

Dominion Energy Inc.

DTE Energy Co.

Duke Energy

Duke Energy Progress

Eversource Energy

Florida Power & Light Co.

Georgia Power

Jersey Central Power & Light Co.

Los Angeles, City of (CA), Department of Water & Power

New Jersey Natural Gas Co.

Northern States Power Co.

Pacific Gas & Electric Co.

Public Service Electric & Gas Co.

Puerto Rico, Territory of, Electric Power Authority

San Diego Gas & Electric Co.

Southern California Edison Co.

WE Energies

XCEL Energy Inc.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 45 of 60
SCHEDULE 1(l)

Vendors

2 Dogs Distribution LLC

Abbott Nutrition

ABG Accessories

Accessory Innovations LLC

Ace Metrix Inc.

Ace3 Group LLC

Acuative Corp.

Ad Sutton & Sons

Aden & Anais Inc.

Alex Toys LLC

Alexander Doll

Alliance Distributors Holding Inc.

Almar Sales Co.

Altis Global Ltd.

Amazing Toys Ltd.

Amerex

American Boy & Girl Hwr. Inc.

American Girl Publishing Inc.

American Greetings Corp. 

American Marketing Enterprise

Ameriwood Industries Inc.

Animal Adventure LLC

Anki Inc.

Apple Inc.

Aptaris Software LLC

Aqua-Leisure Industries Inc.

Arco Toys Ltd.

Arm's Reach Concepts

Artoy Industrial Ltd.

Asa Products Inc.

Asmodee Editions LLC

Asphalt Specialist Inc.

Assa Abloy Entrance Systems US Inc.

Audiovox Electronics Corp.

Auldey Toys of North America LLC

Avent America Inc.

Ayablu Inc.

Baby Björn 

Baby Boom Consumer Product Inc.

Baby Brezza Enterprises

Baby Jogger LLC

Baby Ktan LLC

Baby Trend

Baby Vision Inc.

Babys Journey Inc.

Babyswede LLC

Bag Bazaar/Confetti DV

Ball Bounce & Sport

Bandai America Inc.

Bandai Creation

Bank of America Merchant

Bap Investors LC

Bassett Furniture Ind.

Battalia Winston

Bbdo NY

Beechnut Nutrition Co.

Bell Sports Inc.

Bensussen Deutsch & Associates Inc.

Bentex Group Inc.

Berger MZ & Co. Inc.

Berkshire Fashions

Best Accessory Group

Best Chairs Inc.

Best Made Toys Int Ulc

Bestway HK International Ltd.

Better Sourcing WW Ltd.

Beverly Hills Teddy Bear Co.

Big Time Toys LLC

Bio World Merchandising Inc.

Bivona & Co. LLC

Bladez Toyz Ltd.

Blank Rome LLP

Boba Inc.

Bonkers Toy Co. LLC

BooginHead LLC

Boon Inc.

Boppy Co. LLC, The

Brands Four Kids LLC

Bravo Sports

BreathableBaby LLC

Brickman Facility Solutions

Bridge Direct Inc., The

Bright Kingdom Dev Ltd.

Brinco Mechanical Management

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 46 of 60
Britax Child Safety Inc.

Buffalo Games

Bugaboo North America Inc.

Bumbo Distribution USA LLC

Bumkins Finer Baby Products

Burt's Bees Inc.

Buzz Bee Toys HK Ltd.

C&T International

C.R. Gibson

Caden Co.

California Innovations

Calisson Inc.

CamelBak Products LLC

Canal Toys

Candy Planet

CandyRific

Capital Brands LLC

Cardinal Ind Inc.

Casio America Inc.

Castline Inc.

Ceaco Inc.

Cella Consulting LLC

Centresky Craft Shantou Co. Ltd.

Cepia LLC

Ceva Freight LLC

Chance Productions

Chap Mei Plastic Toys Mfy. Ltd.

Charter Ltd.

Cherry Group Co. Ltd.

Cheuk Yip Plastic Fty. Ltd.

Chicco BRU

Children's Apparel Network

Chit Shing PVC Products Mfy. Ltd.

Church & Dwight Co. Inc.

Circus World Displays Ltd.

CJ Products

Claire's Boutiques Inc.

Clementoni SpA

Cleverland Footwear Mfg. Ltd.

COKeM International Ltd.

Columbus Trading Partner USA Inc.

Comic Images

ComNet Services LLC

Comotomo Inc.

Continental Concession Supplies

Conversant LLC

Crane USA Inc.

Crayola LLC

Cra-Z-Art

Creative Agency Services Team

Creative Baby Inc.

Creative Design International Ltd.

Criteo Corp.

Crown Equipment

Cuddle Factory Ltd.

Danbar Cool Things Inc.

Dell Marketing LP

Delta Enterprises Corp.

Dematic Corp.

Diamond Select Toys

Diaper Dekor

Dickie Toys HK Ltd.

Diggin Active Inc.

Digital Complex Inc. - Big Toys

Digital Media Cartridge Ltd.

Diono LLC

Disguise Inc.

DK Selections

Dorel Asia Ltd.

Dorel Juvenile Group Inc.

Dream On Me Inc.

Dreamgear LLC

Duracell Distributing Inc.

Dust Studio Ltd.

Dutailier Inc.

Dynacraft BSC Inc.

Dynamic Scientific Ltd.

Earth Mama Angel Baby LLC

eKids LLC

Elements Business Services

Emerson Healthcare LLC

Energy Management Collaborative LLC

Enesco LLC

Entertainment Retail Enterprises LLC

Epsilon Data Management

Ergobaby Inc.

Ernst & Young LLP

Evenflo Co. Inc.

Evenflo Co. Inc. Pvl.

Evenflo Feeding Inc.

Evermax Global Resource Co. Ltd.

Excel Building Services LLC

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 47 of 60
Exclusive Group LLC

Expanscience Laboratories

Explore Scientific LLC

FABCO Hygienic Products Co. Ltd.

Facility Services of America Inc.

Fairhaven Health LLC

Famosa North America Inc.

Fantasia Accessories Ltd.

Fantasma Toys Inc.

Farallon Brands

Fashion Accessory Bazaar

Fashion Angels Enterprises

Fast Forward LLC

Federal Express Corp.

Fisher Price Inc.

Fisher Price Juvenile Products Division

Fisher Price Power Wheels

Fisher Price Toys

Fit & Fresh Inc.

Floppy Products Inc.

Footsteps Technology Ltd.

Fotorama USA

Foundations Worldwide Inc.

Franco Mfg. Co.

Franklin Sports Inc.

Fridababy LLC

Fujifilm North America Corp.

Funko LLC

Funrise Inc.

Fusion Manufacturing Group Ltd.

GA Gertmenian & Sons LLC

GBG Beauty LLC

General Lion Footwear International

Genesis TechSystems Inc.

Geometric Results Inc.

Georex Asia Ltd.

Georgia Pacific Corrugated LLC

Gerber Childrenswear Inc.

Gerber Childrenswear LLC

Gi-Go Toy Co.

Ginsey Industries Inc.

Global Design Concepts

Gold Inc.

Goldlok Toys Holding Guangdong

Goliath Games LLC

Good Art Ltd.

Goodbaby Hong Kong Ltd.

Grace Home Fashions

Graco Children's Product Inc.

Graphic Communications

Greenlight LLC

Grid Dynamics International Inc.

Group III International Inc.

Grow'n Up Ltd.

Guangdong Textiles Import & Export Co. 

Ltd.

Hain Celestial Group Inc., The

Hallmark Marketing Co. LLC

Halo Innovations Inc.

Hamco

Handcraft Manufacturing Corp.

Handi-Craft Co.

Happy Kid Toy GroupYTN

Happy Threads LLC

Hasbro Inc.

Hauck Hong Kong Ltd.

HCL America Inc.

Heritage Baby Products LLC

Hi Mark International Co. Ltd.

HIS Juveniles Inc.

Honest Co. Inc., The

Hong Kong City Toys

Hong Kong Xin Yao

Hori USA Inc.

HTI Toys HK Ltd.

Huffy Bicycles

Hugfun International Hongkong Ltd.

Humble Crew Inc.

Hunglow Ltd.

IBM Corp.

IdeaVillage Products Corp.

InComm

Infantino LLC

Infor US Inc.

Ingram Entertainment Inc.

Innovation First Labs Inc.

Innovative Designs LLC

Instant Web Inc.

International Playthings LLC

Invodo Inc.

Ipsos Insight LLC

Irish Breeze Ltd.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 48 of 60
Jackson Lewis LLP

Jada Toys Inc.

Jakks Pacific Inc.

Ja-Ru Inc.

Jay at Play International HK Ltd.

Jay Franco & Sons Inc.

Jazwares Inc.

JCH HK Technology Trading Ltd.

Jiangsu Guotai Guomao Co. Ltd.

Johnson & Johnson

Jojo Designs LLC

Jolly Far East Ltd.

Joovy

Just Play LLC

Kai Yuan Ltd.

Kalencom Corp., The

Kallidus Inc.

Kano Computing Ltd.

KAS Direct LLC

Kaz Inc.

KDM POP Solutions Group

Kent Displays Inc.

Kent International

Kenyield International Group Ltd.

Kiddieland Industries Ltd.

KidKraft Inc.

Kids II Far East Ltd.

Kids II Inc.

Kids Only Inc.

Kids Preferred LLC

Kids Station Toys Inc.

Kidsrock Ltd.

Kidz Delight

Kidz Toyz HK Ltd.

Kidztech Toys Mfg. Ltd.

Kiinde LLC

Kimberly Clark Corp.

Kitex Garments Ltd.

KKW Trucking Inc.

KLL Dolls Inc.

K'Nex Industries Inc. Co.

Kolcraft Products

KPMG LLP

Lambs & Ivy Bedtime Originals Division

Lansinoh Laboratories Inc.

LaRose Industries

Latham & Watkins LLP

Leachco CJ Inc.

Learning Journey International LLC, The

Learning Resources

Lego

Lennox Industries Inc.

Leosco International Ltd.

Levatoy LLC

Levtex LLC

LF Products Pte. Ltd.

Lifetime Products Inc.

Lillebaby LLC

Lin R. Rogers Electrical Contractors

Lincoln Hill Construction

Lionel LLC

LollyTogs Ltd.

Loyal Subjects LLC, The

Lozier Corp.

LS Parry Inc.

LSC Communication US LLC

LulyBoo LLC

Luv N' Care

M Design Village LLC

Macari Baby Inc.

Madix Inc.

Magformers LLC

Maisto International Inc.

Make It Real LLC

MAM USA

Manhattan Associates Inc.

Manley Toys Ltd. USA

Marpac LLC

Matson Navigation Co.

Mattel Girls MS ML-0609

Mattel Sales Corp.

Maxim Co. Taiwan Ltd.

May Cheong Toy YTN

Maya Group Inc., The

Mayborn USA

Medela Inc.

Mega Brands America Inc.

Melissa & Doug LLC

Merchant Ambassador Holdings Ltd.

MerchSource LLC

Mezco Toyz LLC

MGA Entertainment

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 49 of 60
Million Dollar Baby

Minds In Sync Inc.

MindWare Wholesale

MJ Holding Co. LLC

Mom Enterprises Inc.

Monogram International

Monotype Imaging Inc.

Moose Mountain Toymakers Ltd.

Moose Toys Pty. Ltd.

Morgan Lewis & Bockius LLP

Multi Toys Corp.

Multi-Link Apparel

Munchkin Inc.

Nantong A&C Accessories Co. Ltd.

National Importers Inc.

Naturepedic

NECA

Nestle Co. USA

New Adventures LLC

New Bright Industrial Co. Ltd.

Nice-Pak Products Inc.

Nina Footwear Corp.

Nintendo Hardware

No Jo/Red Calliope

North States Industries Inc.

Northwest Co. Inc., The

Nowstalgic Toys Inc.

NSI International Inc.

NUK USA LLC

Nurture Inc.

Olson & Co. Inc.

OMD USA LLC

Ontel Products Corp.

Orora Visual LLC

Oshkosh B'Gosh

Ovation Toys Co. Ltd.

OXO International Inc.

Pacific Cycle LLC

Pacific Cycle Mongoose Division

Pacific Cycle Schwinn Division

Papyrus

Parkfield Industries Ltd.

PBM Products LLC

Pearhead International

Peg-Perego USA Inc.

Performance Designed Products

Pez-Haas Inc.

Phoenix International Publications

Playgo Toys Enterprises Ltd.

Playhut Inc.

Playmates Toys Inc.

Playmind Ltd.

Playmobil USA Inc.

PlayMonster LLC

Playtex Family Products

Pressman Toy Corp.

Prime Time Toys LLC

Prince Lionheart Inc.

Procter & Gamble Corp.

Protective Technologies

Protiviti Inc.

Qingdao Tangbuy International

Quarto Publishing Group USA

Quintessential Tots LLC

Rack Furniture Group

Radio Flyer Inc.

Ravensburger North America Inc.

Rawlings Sporting Goods Inc.

Razor USA Inc.

RDS Industries Inc.

ReaderLink Distribution Services LLC

Ready to Assemble Co.

RealTime Media Inc.

Red Box Toy Factory Ltd.

Red Star Holdings Ltd.

Reeves International Inc.

Regal Lager Inc.

Regalo International LLC

Regent Oriental Industrial Ltd.

Register Print Group

Rehrig International Inc.

Retail Printing Group Inc.

Ricoda Ltd.

Rimini Street Inc.

Rodco Services Inc.

RoofConnect

Rooftop Group USA Inc.

RR Donnelley Receivables Inc.

RTP Technology Corp.

Rubie's Costume Co. Inc.

Sakar International Inc.

Salland Industries Ltd.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 50 of 60
Samsung C&T America Inc.

Sassy 14 LLC

Schleich North America Inc.

School Zone Publishing Co.

Scientific Toys Ltd.

Scott Specialties Inc.

SDX Acquisitions LLC

Second Play LLC

Securitas Security Services USA Inc.

Seventh Generation Inc.

Sewco Toys & Novelty Ltd.

Shaghal Ltd.

Shanghai Sunwin Industry Group Co. Ltd.

Shermag Inc.

Shine Way Textile & Trading Co. Ltd.

Singing Machine Co. Inc., The 

Sitel Operating Corp.

SJF Division Children's Products

Skip Hop Inc.

Skyhigh International LLC

Skyrocket Toys LLC

Skywalker Holdings LLC

Smart Trike Mnf. Pte. Ltd.

SMS Systems Maintenance Services Inc.

Soft Style Inc.

Solowave Design Corp.

Solutions 2 Go LLC MS ACC

Solutions 2 Go LLC MS HW

Soma International Ltd.

Sony Computer Entertainment

SOS Security LLC

South Shore Industries Ltd.

Spencer Technologies Inc.

Sphero Inc.

Spin Master Inc.

Sports Connection Asia Ltd.

Step2 Co. LLC, The

Stokke LLC

Stork Craft Manufacturing Ltd.

Stork Craft Manufacturing USA

Summer Infant Inc.

Summer Infant Products Inc.

Sun Lin Toys Manufacturing Co. Ltd.

Swimways Corp.

Taiwan Joca Corp.

Tangible Play Inc.

Tara Toy Corp.

Tasia Toys HK Co. Ltd.

Team Beans LLC

Tech 4 Kids Inc.

Tee-Zed Products LLC

Tervis Tumbler Co.

Thames & Kosmos LLC

Theme Party Culture HK Co. Ltd.

Thermos Co.

Think Fun Inc.

Thinkway

Thorley Industries Inc. LLC

TMP International

Toby Enterprises II Corp.

Tollytots Ltd.

TOMY Corp.

TOMY International Inc. JJC

TOMY International Inc. LCI

TOMY International Inc. TFY

Top Bright Animation Group Co. Ltd.

Topps Co. Inc., The

Toy Major Trading Co. Ltd.

Toy State Industrial Corp.

Toy State International Ltd.

Toy Teck Ltd.

Toysmith

Trend Lab LLC

Tri Coastal Design

Tri Great International Ltd.

Triboro Quilt Mfg. Co.

Trifecta Industries LLC

Triple Eight Distribution Inc.

Troxel Products LLC

Turnstyle Brands LLC

UCC Distributing Inc.

United Legwear Co. LLC

United Parcel Service

University Games

Upanaway LLC

UpSpring Ltd.

USA Helmet Sub Kent International Inc.

USAopoly Inc.

USM Norristown

Vector Security Inc.

Verdes Toys Corp.

Veritiv Operating Co.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 51 of 60
Visco Entertainment Inc.

Vivid Imaginations Far East Ltd.

VTech Communications Inc.

VTech Electronics North America

Wai Tec Far East Industrial Co. Ltd.

Warner Home Video

Watch Us Inc.

What Kids Want

Wicked Cool Toys LLC

William Carter Co.

William Carter Co., The

Wilson Team Sports

Windsor Marketing Group Inc.

Winfat Industrial Co. Ltd.

Winner Ford Products Ltd.

Winning Moves Inc.

WNR Industries Ltd.

WorkWise LLC

Wow Wee Ltd.

Xi Fu Toys Co. Ltd.

Xiamen Well-East Import & Export

XPO Last Mile Inc.

Yamaha Consumer Products

Yeelein Textile Co. Ltd.

Yesmail Inc.

YF Development Ltd.

York Wall Coverings

Yvolution USA Inc.

Zak Designs Inc.

Zasia Ltd.

Zenoff Products Inc.

Zhucheng Yinghua Clothes Making

Zuru Inc.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 52 of 60
2

SCHEDULE 2

a. Malfitano’s founder and managing member, Joseph Malfitano, was previously 

employed by Hilco Trading, LLC (d/b/a Hilco Global), the parent company for 

approximately 22 entities operating around the globe (“Hilco Global”), from August 

2007 to December 2015. While employed at Hilco Global, Joseph Malfitano served 

as the Deputy General Counsel and later as an Executive Vice President. One or 

more entities under Hilco Global may be a bidder for some or all of the Debtors’ 

assets. 

b. In matters unrelated to the Debtors, an affiliate of Malfitano has provided legal 

services to various entities owned or controlled by Hilco Global. Unrelated to 

Malfitano, upon information and belief, Hilco Appraisal Services, LLC previously 

performed certain appraisal services for the Debtors or their lenders.

c. In matters unrelated to the Debtors, an affiliate of Malfitano has provided legal 

services to Gordon Brothers Retail Partners, LLC (“GBRP”). GBRP may be a bidder

for some or all of the Debtors’ assets. 

d. In matters unrelated to the Debtors, an affiliate of Malfitano has provided legal 

services to various entities owned or controlled by Tiger Capital Group, LLC 

(“Tiger”). One or more entities owned or controlled by Tiger may be a bidder for 

some or all of the Debtors’ assets. 

e. In matters unrelated to the Debtors, an affiliate of Malfitano has provided legal 

services to various entities owned or controlled by Great American Group (“GA”). 

One or more entities owned or controlled by GA may be a bidder for some or all of 

the Debtors’ assets.

f. In the ordinary course of the business of Malfitano, Malfitano utilizes the services of 

certain independent contractors to perform certain specialized functions, including

analytical and field services. Except as set forth below, none of these independent 

contractors have any connections to the Debtors or other creditors in these cases. 

g. In matters unrelated to the Debtors, Donna Ryan, a field consultant and one of the 

independent contractors utilized by Malfitano, previously was an independent 

contractor for Hilco Merchant Resources, LLC performing certain store closing 

related functions. Hilco Merchant Resources, LLC may be a bidder for some or all of 

the Debtors’ assets.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 53 of 60
3

h. In matters unrelated to the Debtors, Allen Wong, a project analyst and one of the 

independent contractors utilized by Malfitano, previously was associated with 

AlixPartners, Grant Thorton LLP, and Deloitte. 

i. Malfitano’s founder and managing member, Joseph Malfitano, through his legal 

practice with Joseph A. Malfitano, PLLC, his previous association with Young 

Conaway Stargatt & Taylor, LLP and/or through his previous employment with Hilco 

Global, currently does, has in the past, and will continue from time to time to 

represent certain of the national inventory liquidation firms in matters unrelated to the 

Debtors.

j. Because of the magnitude of the entire creditor list in these cases, it is possible that 

Malfitano may represent or may have represented other creditors of the Debtors but 

does not represent any such creditors in connection with these cases. Malfitano 

presently or in the past has served as a professional person in other matters, wholly 

unrelated to the Debtors or these cases, in which other attorneys, accountants, and 

other professionals of the Debtors, creditors, or other parties in interest may have also 

served or serve as professional persons.

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 54 of 60
Exhibit C

Services Agreement

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 55 of 60
ALFITANO 

RTNERS 

ACQUISITION & DISPOSITION ADVISORS 

BY ELECTRONIC MAIL 

James M. Young 

Toys "R" Us, Inc. 

One Geoffrey Way 

Wayne, NJ 07470 

December 11, 201 7 

Re: Engagement of Malfitano Advisors, LLC/ Toys "R" Us, Inc., et al; Case No. 17-34665 (KLP) 

Dear James: 

This letter will confirm the terms under which Malfitano Advisors, LLC (the "Firm") has agreed to 

be engaged to provide certain advisory and consulting services to Toys "R" Us, Inc. and its subsidiaries 

(collectively, the "Company"), in connection with the Company's restructuring and reorganization efforts. 

We appreciate the trust you have placed in our Firm by selecting us for this engagement, and we are 

committed to providing you with quality service. 

The purpose of this letter is to set forth the scope of our services, to state the financial arrangements 

regarding our engagement and to verify our mutual agreement with respect to the following: 

Description of Services 

The scope of this Firm's engagement shall be limited to the following specific areas: (I) coordinating 

the closing of certain locations selected by the Company, and assisting the Company in developing a 

program to dispose of the assets in these locations in order to maximize their value for the benefit of the 

Company and its creditors; (2) consulting with the Company and its advisors on the formulation of an asset 

disposition solicitation sale package, including the preparation of due diligence and related offering 

materials; and (3) assist the Company and its advisors in the evaluation of any offers that may be received. 

In particular, the Firm will provide the following services: 

• Advise the Company regarding the disposition of selected business assets, including designated 

inventory, furniture, fixtures and equipment; 

• Review and advise with respect to issues associated with any planned closures, including timing 

and coordination. 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 56 of 60
ALFITAN 

PA T ERS 

ACQUISITION & DISPOSITION ADVISORS 

• Identify and contact proposed purchasers of select business operations or assets, including stores 

selected for closure: 

assist in the preparation of an appropriate information package 

for distribution to potential bidders; 

review bid proposals and assist in negotiations with the various 

parties to ensure recoveries are maximized; 

assist in the documentation of any transaction involving the liquidation of inventory 

and review pleadings that may need to be filed with the United States Bankruptcy 

Court for the Eastern District of Virginia (the "Bankruptcy Court") in order to 

effectuate the same; 

monitor the conduct and results of any third party selected to liquidate any inventory 

and fixed assets; and 

advise the Company with respect to the reconciliation of any inventory counts and/or 

sales and assist the Company as it relates to any negotiations with respect thereto. 

• Review and inspect the Company's assets as may be requested from time to time by the Company, 

including, but not limited to inventory and fixed assets. 

• Attend meetings, as requested, with the Company, its lenders, the official committee of creditors 

appointed, potential investors, and other parties in interest. 

The Finn will provide services to the Company in these matters as may be directed, or as may be 

necessary to anticipate and respond to the Company's needs. All the services rendered by the Finn are 

designed to provide operational and strategic assistance to the Company in the restructuring process, so that 

management can focus its primary efforts on the other business requirements. The Finn is not providing any 

legal services in connection with this engagement and all legal matters shall be under the control of the 

Company and its selected advisors. The Finn will coordinate closely with the Company's other retained 

professionals to ensure duplication of effort is avoided. 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 57 of 60
ALFITANO 

PART ERS 

ACQUISITION & DISPOSITION ADVISORS 

Staffing, Fees, Retainer and Expenses 

Joseph Malfitano, principal of the Firm, will lead this engagement. Additional staffing, if and when 

required, will be provided by other personnel possessing the requisite skills and experience necessary to 

achieve the objectives set forth above in the most expeditious and effective manner. In exchange for the 

services you request, we shall be paid based upon our usual and customary hourly rates. The Firm's current 

hourly rates are as follows: 

Joseph Malfitano 

Senior Consultants 

Junior Consultants 

Support Staff 

Discretionary Bonus 

$725.00/hr 

$4 7 5. 00-5 5 0. 00/hr 

$225.00-450.00/hr 

$100.00 to $200.00/hr 

In addition to our entitlement to receive compensation based upon our customary hourly rates, in the 

event of a successful outcome in this engagement, we may request that we be paid certain additional 

compensation in the nature of a "success fee," in an amount to be agreed upon by us and the Company; 

provided, however, the amount and payment of any such "success fee" shall be in the sole discretion of the 

Company, and any such request shall be subject to the filing of a fee application and approval and payment 

thereof shall be subject to court approval. 

In addition to the foregoing, we shall be entitled to prompt reimbursement of our actual and reasonable 

out-of-pocket expenses. We will not bill you for the ordinary use oflocal or domestic long-distance telephone 

service, cellular service or for facsimile copies. Fax transmissions that are of an extraordinary duration and 

cost ( e.g. actual cost of $10 or more) and international calls will be billed at our cost without markup. Travel 

expenses will be billed at our cost without markup. We will invoice the Company on a monthly basis for 

amounts due hereunder and payment shall be made promptly upon submission of an invoice therefor. 

Additional Terms 

The Company shall file an application with the Bankruptcy Court seeking the issuance and entry of an 

order, pursuant to sections 327 and 328 of title 11 of the United States Code, inter alia, authorizing and 

approving the Company's retention and employment of the Firm pursuant to the terms and provisions of this 

agreement. This agreement is subject to the entry of an order by the Bankruptcy Court approving such 

application. 

The Firm agrees that it will act as an independent contractor pursuant to this agreement and that nothing 

herein shall create an agency relationship between the Company and the Firm. Furthermore, the Firm 

understands that it has no authority to make or imply any commitments that are binding upon the Company, 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 58 of 60
ALFITANO 

PARTN RS 

ACQUISITION & DISPOS!T!ON ADVISORS 

and agrees that it will act only at the Company's direction, and that the Company will have full decisionmaking authority with respect to all matters within the scope of this agreement. 

The Company consents to use of Company's name in any promotional materials used by the Firm, 

provided that such use shall not disclose any confidential information. 

The Firm shall be indemnified and held harmless by the Company from and against any and all losses, 

expenses, damages, penalties, costs, or claims of any kind or nature whatsoever that may be imposed on, 

incurred by or asserted against the Firm arising out of or in any way relating to the Firm's performance 

hereunder or the consulting arrangement contemplated hereby, provided that the Company shall not be liable 

for any of the foregoing to the extent it arises from the gross negligence, breach of fiduciary duty, self-dealing, 

fraud, or willful misconduct of the Firm All requests by the Firm for payment of indemnity pursuant to this 

agreement shall be subject to review and approval by the Bankruptcy Court. 

Any failure on the Company's part to meet its obligation of timely payments under this agreement will 

constitute authorization for the Firm to withdraw from this engagement. This agreement is also subject to 

termination by either party upon reasonable written notice for any reason. Upon such termination, however, 

the Company will remain liable for any unpaid fees and costs through the date of such termination. 

This agreement shall be governed by and construed in accordance with the laws of the State of New 

York without regard to its conflict-of-law rules. Any dispute relating to this agreement shall be heard in the 

Bankruptcy Court, and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of such court 

over any such dispute. 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 59 of 60
LFITANO 

PARTNERS 

ACQUISITION & DISPOSITION ADVISORS 

Additional Disclosure 

For full disclosure, please note that, Joseph Malfitano, through his legal practice with Joseph A. 

Malfitano, PLLC, his previous law firm Young Conaway Stargatt & Taylor, LLP and/or through his previous 

employment as in-house counsel with Hilco Global, currently does, has in the past, and will continue from 

time to time to represent certain of the national inventory liquidation firms in matters unrelated to the Company 

or its assets. However, the Firm submits that notwithstanding these unrelated representations, no conflicts 

exist that would preclude or interfere with the Firm's ability to provide consulting services to the Company in 

this matter. 

We are prepared to commence this engagement immediately, and look forward to working with you 

and your team. 

Very truly yours, 

Joseph A. Malfitano 

On behalfofMALFITANO ADVISORS, LLC 

AGREED TO AND ACCEPTED: 

TOYS "R" US, Inc. on behalf of itself and its subsidiaries 

By: i!tf&l 

Its: 

Case 17-34665-KLP Doc 1412 Filed 01/02/18 Entered 01/02/18 21:57:43 Desc Main

 Document Page 60 of 60