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Related party transactions
9 Months Ended
Oct. 28, 2017
Related Party Transactions [Abstract]  
Related party transactions
Related party transactions
Sponsor Advisory Agreement
We are owned by an investment group led by entities advised by or affiliated with Bain Capital Private Equity, L.P., Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) and Vornado Realty Trust (“Vornado”) (collectively, the “Sponsors”). The Sponsors provide management and advisory services to us pursuant to an advisory agreement executed at the closing of the merger transaction effective as of July 21, 2005 and amended June 10, 2008, February 1, 2009, August 29, 2014, June 1, 2015 and December 1, 2015 (“Advisory Agreement”). The term of the Advisory Agreement is currently a one-year renewable term unless we or the Sponsors provide notice of termination to the other. Management and advisory fees (the “Advisory Fees”) are $6 million per annum.
We recorded Advisory Fees of $2 million and $5 million for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016, respectively. During the thirteen weeks ended October 28, 2017, we did not incur any out-of-pocket expenses. During each of the thirteen weeks ended October 29, 2016 and thirty-nine weeks ended October 28, 2017 and October 29, 2016, the Sponsors charged us for out-of-pocket expenses, which were nominal.
Pursuant to the Consent Agreement (the “Consent Agreement”), effective as of August 31, 2017, the Sponsors agreed that the Advisory Fees due to such Sponsors under the Advisory Agreement will be deferred and the Company will not be required to pay such Advisory Fees until the earlier of (i) the date specified in writing by the Sponsors and (ii) August 31, 2018.
Other Relationships and Transactions with our Sponsors
From time to time, we and our subsidiaries, as well as the Sponsors or their affiliates, may acquire debt or debt securities issued by us or our subsidiaries in open market transactions, tender offers, exchange offers, privately negotiated transactions or otherwise. The Sponsors did not own any of our debt during the thirteen and thirty-nine weeks ended October 28, 2017. During the thirteen and thirty-nine weeks ended October 29, 2016, affiliates of KKR held debt and debt securities issued by the Company and its subsidiaries.  The interest amounts on such debt and debt securities held by related parties were nominal and $1 million during the thirteen and thirty-nine weeks ended October 29, 2016, respectively.
Additionally, under lease agreements with affiliates of Vornado, we paid an aggregate amount of $1 million and $2 million for the thirteen weeks ended October 28, 2017 and October 29, 2016, respectively, and $6 million for each of the thirty-nine weeks ended October 28, 2017 and October 29, 2016, with respect to less than 1% of our operated stores, which include Toys “R” Us Express stores. Of the aggregate amount paid, less than $1 million and $1 million for each of the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016, was allocable to joint-venture parties not otherwise affiliated with Vornado.
Each of the Sponsors, either directly or through affiliates, has ownership interests in a broad range of companies (“Portfolio Companies”) with whom we may from time to time enter into commercial transactions in the ordinary course of business, primarily for the purchase of goods and services. We believe that none of our transactions or arrangements with Portfolio Companies are significant enough to be considered material to the Sponsors or to our business.
Transactions with Toys-Canada
As discussed in Note 2 entitled “Bankruptcy filing,” effective September 19, 2017, the Company deconsolidated Toys-Canada, as a result of its voluntary filing for reorganization under Chapter 11 of the United States Bankruptcy Code and with the Canadian CCAA. Subsequent to the deconsolidation, transactions with Toys-Canada are no longer eliminated in consolidation and are considered related party transactions of the Company. Receivables from Toys-Canada were $5 million as of October 28, 2017, which are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. Operating liabilities to Toys-Canada were $2 million as of October 28, 2017, which are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. LSTC due to Toys-Canada, as reported in the Condensed Consolidated Balance Sheet at October 28, 2017, were $82 million.
Toys-Delaware provides information technology services, store operations services, internal audit services and financial services to a number of its international affiliates under the Information Technology and Administrative Support Services Agreement. For each of the thirteen and thirty-nine weeks ended October 28, 2017, Toys-Delaware charged Toys-Canada less than $1 million, for these services after the deconsolidation date, which are recorded in Other income, net on our Condensed Consolidated Statements of Operations.