The deal will see the consortium of private equity firms Kohlberg Kravis, Roberts & Co and Bain Capital, plus real estate developer Vornado Realty Trust, take over the business by the end of July.
Toys R Us chairman and chief executive officer John Eyler Jr. and chief operating officer Christopher Kay will step down once the deal has been completed.
Yesterday a judge rejected a last-ditch legal challenge to the sale from some disgruntled shareholders. Stock owners are now set to receive US$26.75 (£14.71) per share.
Toys R Us became a public company in 1978, but increasing pressure from discount formats, in particular Wal-Mart, has crippled the business and led to store closures. The toy retailer now has about 1,300 stores and 220 Babies R Us outlets.
Once the deal is complete, the future of the UK division - which may include an MBO - should become clearer.