UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 18, 2020

 

FRANCESCA’S HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

    Delaware    
001-35239   (State or Other Jurisdiction of Incorporation)   20-8874704
(Commission File Number)       (I.R.S. Employer Identification
No.)
         

8760 Clay Road,

Houston, Texas

     

 

77080

 (Address of Principal Executive
Offices)
      (Zip Code)

 

(713) 864-1358

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share FRAN* The Nasdaq Stock Market LLC*

 

* As previously disclosed, the Company’s common stock was suspended from trading on The Nasdaq Stock Market (“Nasdaq”) at the opening of business on December 15, 2020 and Nasdaq has commenced proceedings to delist and deregister the Company’s common stock from Nasdaq, which have been stayed, pending a final written decision by the Nasdaq Hearings Panel as a result of the Company’s request for a hearing to appeal the delisting action.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

As previously reported, on December 3, 2020, Francesca’s Holdings Corporation (the “Company”) and each of its subsidiaries (together with the Company, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code, §§ 101-1532, et seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Francesca's Holdings Corporation, et al., Case No. 20-13076 (BLS). 

 

On December 18, 2020, the Debtors filed with the Bankruptcy Court their initial operating report (the “Initial Operating Report”). This Current Report on Form 8-K, including the exhibit hereto (the “Form 8-K”), will not be deemed an admission as to the materiality of any information disclosed herein. The Initial Operating Report and other documents filed with the Bankruptcy Court are available for review and free of charge online at https://cases.stretto.com/francescas. Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.

 

A copy of the Initial Operating Report is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Cautionary Statement Regarding the Initial Operating Report

 

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Initial Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Initial Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Court. The Initial Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Initial Operating Report is complete. Results and projections set forth in the Initial Operating Report should not be viewed as indicative of future results.

  

 

 

 

Cautionary Statement Regarding Forward-Looking Information

 

Certain statements in this Form 8-K and the Initial Operating Report are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that are expected. These risks and uncertainties include, but are not limited to, the following: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including with respect to any debtor-in-possession financing, any auction and sale process under section 363 of the Bankruptcy Code or any reorganization under chapter 11 of title 11 of the Bankruptcy Code; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s sale or reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects during the Chapter 11 Cases; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; risks arising from the COVID-19 pandemic, including changes in commercial and consumer spending and economic conditions generally, the duration of government-mandated and voluntary shutdowns and the speed with which the Company’s boutiques can safely be reopened and its ecommerce and distribution facilities return to normal capacity and the level of customer demand following reopening; the risk that the Company cannot anticipate, identify and respond quickly to changing fashion trends and customer preferences or changes in consumer environment, including changing expectations of service and experience in boutiques and online, and evolve its business model; the Company’s ability to attract a sufficient number of customers to its boutiques or sell sufficient quantities of its merchandise through its ecommerce website; the Company’s ability to efficiently source and distribute merchandise quantities necessary to support its operations; and the impact of potential tariff increases or new tariffs. For additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from those contained in the Company’s forward-looking statements, please refer to "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended February 2, 2020 filed with the Securities and Exchange Commission (“SEC”) on May 1, 2020 and any risk factors contained in subsequent quarterly, annual and other reports it files with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

 

Item 9.01Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.   Description
99.1   Initial Operating Report

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FRANCESCA’S HOLDINGS CORPORATION
   
Date: December 22, 2020 By: /s/ Cindy Thomassee
    Cindy Thomassee
    Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

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UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

  

x  
  :  
In re: : Chapter 11
  :  
FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS)
et al.,1 :  
: Jointly Administered
Debtors.          :  
x  

 

INITIAL MONTHLY OPERATING REPORT

 

File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief.

 

Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation. Bank accounts and checks must bear the name of the debtor, the case number, and the designation “Debtor in Possession.” Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution.

 

  Document Explanation
REQUIRED DOCUMENTS Attached Attached
12-Month Cash Flow Projection (Form IR-1) ü SEE NOTE 1
Certificates of Insurance:2    
Workers Compensation ü N/A
Property ü N/A
General Liability ü N/A
Vehicle ü N/A
Other: D&O, Employment Practices Liability, Fiduciary Liability, Cyber Liability, and Special Crime ü N/A
Identify areas of self-insurance with liability caps N/A N/A
Evidence of Debtor in Possession Bank Accounts    
Tax Escrow Account N/A SEE NOTE 2
General Operating Account N/A SEE NOTE 2
Money Market Account Pursuant to Local Rule 4001-3 for the District of Delaware only. Refer to: http://www.deb.uscourts.gov N/A N/A
Other: N/A N/A
Retainers Paid (Form IR-2)3 ü N/A

 

 

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

 

2A copy of each of the foregoing certificates of insurance that are designated as “document attached” are collectively attached as Exhibit B.

 

3The schedule of retainers paid is attached as Exhibit D.

 

  

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I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.

 

/s/ Andrew Clarke   December 18, 2020
Signature of Authorized Individual*   Date
     
Andrew Clarke   President and Chief Executive Officer
Printed Name of Authorized Individual   Title of Authorized Individual

  

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

 

NOTE 1: In lieu of a 12-month cash flow projection, a copy of the 8-week initial DIP Budget attached as Exhibit B to the Interim Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Bankruptcy Rule 4001-2 (I) Authorizing the Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing the Debtors’ Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured Parties, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief [D.I. 91] is attached as Exhibit A.

 

NOTE 2: Please refer to the Interim Order (I) Authorizing Continued Use of the Debtors’ Existing Cash Management System, Corporate Credit Card Program and Bank Accounts; (II) Waiving Certain United States Trustee Requirements; (III) Extending Time to Comply With Section 345(b) of the Bankruptcy Code; (IV) Authorizing Continued Performance of Intercompany Transactions; and (V) Granting Related Relief [D.I. 89], entered by the Bankruptcy Court on December 8, 2020. (the “Cash Management Order”). A copy of the Cash Management Order is attached as Exhibit C.

  

Remainder of Page Intentionally Left Blank

 

 

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EXHIBIT A

 

Initial DIP Budget

 

 

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Project Style

 

DIP Budget - DIP Motion Summary
As of 12/7/2020

 

($ in 000s)

 

Week Number   1    2    3    4    5    6    7    8      
Week Ending   12/5/20202    12/12/20    12/19/20    12/26/20    1/2/21    1/9/21    1/16/21    1/23/21    Total 
    Forecast    Forecast    Forecast    Forecast    Forecast    Forecast    Forecast    Forecast    Forecast 
Net Sales  $3,156   $8,930   $12,577   $12,247   $6,408   $4,080   $3,981   $4,497   $55,877 
Operating Receipts                                             
Credit Card and Cash Receipts   904    7,331    12,591    16,309    7,697    2,829    3,318    3,897    54,876 
Net Inventory Liquidation Proceeds   -    -    -    -    448    859    732    704    2,742 
Operating Receipts   904    7,331    12,591    16,309    8,144    3,687    4,049    4,601    57,618 
Operating Disbursements                                             
Payroll & Benefits   -    603    3,585    412    3,210    160    3,519    451    11,941 
Inventory   -    3,129    1,025    1,060    1,278    1,311    1,303    1,325    10,431 
Rent   -    -    -    -    4,991    -    -    -    4,991 
Other A/P   -    2,024    2,445    1,369    1,584    2,686    2,872    2,426    15,405 
Total Operating Disbursements   -    5,756    7,055    2,841    11,063    4,157    7,694    4,202    42,768 
                                              
Net Cash Flow from Operations   904    1,575    5,536    13,469    (2,918)   (469)   (3,645)   399    14,850 
Non-Operating Disbursements                                             
Debt Service and Fees   -    325    -    -    -    397    -    3    725 
Restructuring Professionals1   -    1,615    700    435    680    428    538    373    4,768 
Utility and Credit Card Program Deposits   -    700    -    -    -    -    -    -    700 
Other Non-Operating   -    282    317    262    255    5    8    4,250    5,377 
Total Non-Operating Disbursements   -    2,922    1,017    697    935    830    545    4,625    11,570 
Debt Repayment                                             
Prepetition Debt Repayment   -    3,464    -    -    -    10,000    -    -    13,464 
                                              
Net Cash Flow  $904   $(4,811)  $4,519   $12,772   $(3,853)  $(11,299)  $(4,190)  $(4,225)  $(10,184)
                                              
Liquidity                                             
Beginning Cash Balance  $6,232   $7,136   $2,325   $6,844   $19,616   $15,763   $4,464   $274   $6,232 
Net Change in Cash   904    (4,811)   4,519    12,772    (3,853)   (11,299)   (4,190)   (274)   (6,232)
Ending Cash Balance   7,136    2,325    6,844    19,616    15,763    4,464    274    -    - 
Availability   11,536    15,000    15,000    15,000    11,830    14,661    14,325    10,097    10,097 
                                              
Total Liquidity  $18,672   $17,325   $21,844   $34,616   $27,593   $19,125   $14,599   $10,097   $10,097 
                                              
Pre-Petition Debt                                             
Beginning Balance  $13,464   $13,464   $10,000   $10,000   $10,000   $10,000   $-   $-   $13,464 
ABL Repayment   -    (3,464)   -    -    -    -    -    -    (3,464)
Term Loan Repayment   -    -    -    -    -    (10,000)   -    -    (10,000)
Ending Balance   13,464    10,000    10,000    10,000    10,000    -    -    -    - 
DIP Loan                                             
Beginning Balance   -    -    -    -    -    -    -    -    - 
Borrowings   -    -    -    -    -    -    -    3,951    3,951 
Repayments   -    -    -    -    -    -    -    -    - 
Ending Balance   -    -    -    -    -    -    -    3,951    3,951 
Borrowing Base   25,000    25,000    25,000    25,000    21,830    14,661    14,325    14,048    14,048 
Availability  $11,536   $15,000   $15,000   $15,000   $11,830   $14,661   $14,325   $10,097   $10,097 
                                              
Professional Fee Carve-out                                             
Debtor Professionals  $-   $1,235   $495   $375   $345   $348   $433   $88   $3,318 
UCC Professionals   -    105    105    60    60    80    105    60    575 
US Trustee   -    275    -    -    -    -    -    -    275 
Total Professional Fee Carve-out  $-   $1,615   $600   $435   $405   $428   $538   $148   $4,168 

 

Notes:

 

[1] Includes fees and expenses for DIP Lender counsel, Debtor, UST and UCC professionals. Debtor, UST and UCC professional fees subject to the Professional Fee Carve-out are funded into a segregated account on a weekly basis until court approval.

 

[2] Week Ending represents the period 12/4 - 12/5.

  

  

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EXHIBIT B

 

Certificates of Insurance

  

 

 

DATE (MM/DD/YYYY) 12/08/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 2929 Allen Parkway, Suite 2500 Houston, TX 77019 Attn: Houston.Certs@marsh.comFax: 212-948-0509 CN109214608-STND-GAWX-20-21 CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hartford Underwriters Insurance Company 30104 INSURED Francesca's Holdings Corporation (see attached named insureds) 8760 Clay Road Houston, TX 77080 INSURER B : Trumbull Insurance Company 27120 INSURER C : N/A N/A INSURER D : Sentinel Insurance Company 11000 INSURER E : INSURER F : CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: HOU-003735836-01 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS AX COMMERCIAL GENERAL LIABILITY 61UENHZ646210/01/202010/01/2021 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES (Ea occurrence)$ MED EXP (Any one person)$ PERSONAL & ADV INJURY$ 300,000 10,000 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE$ 2,000,000 JECT B AUTOMOBILE LIABILITY ANY AUTO X LOC 61UENHZ646210/01/202010/01/2021 PRODUCTS - COMP/OP AGG $ $ COMBINED SINGLE LIMIT$ (Ea accident) BODILY INJURY (Per person) $ 2,000,000 1,000,000 X X AUTOS ONLY UMBRELLA LIAB EXCESS LIAB SCHEDULED AUTOS NON-OWNED AUTOS ONLY OCCUR CLAIMS-MADE BODILY INJURY (Per accident) $ PROPERTY DAMAGE$ (Per accident) $ EACH OCCURRENCE$ AGGREGATE$ DEDRETENTION $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 61WBAT094710/01/202010/01/2021 X $ OTH-ER ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NN / A E.L. EACH ACCIDENT$ 1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) With respect to General Liability and Auto Liability, the carrier will provide the certificate holder a 30 day notice of cancellation, except 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION Office of the United States Trustee Attn: Linda Casey, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Keith Wright

 

 

 

Case 20-13076-BLSDoc 164Filed 12/18/20Page 7 of 26 AGENCY CUSTOMER ID: CN109214608 LOC #: Houston ADDITIONAL REMARKS SCHEDULEPage 2 of 2 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Named Insured Schedule: Francesca's Holdings Corporation Francesca's Collections, Inc. Francesca's Collections of CA, Inc. Francesca's Holdings Corporation - Delaware Corporation Francesca's Collections, Inc. - Texas Corporation Francesca's Collections of CA, Inc. - California Corporation Francesca's Collections Francesca's Collections, Ltd. Francesca's GP, LLC Francescas LLC (Delaware Entity) francescas.com, Inc. Francesca's Services Corporation

 

 

 

DATE (MM/DD/YYYY) 12/10/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 2929 Allen Parkway, Suite 2500 Houston, TX 77019 Attn: Houston.Certs@marsh.comFax: 212-948-0509 CN109214608-STND-FNPR-20-21 CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Various - See Acord 101 N/A INSURED Francesca's Holdings Corporation c/o Francesca'a Collections, Inc. 8760 Clay Road Houston, TX 77080 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: HOU-003738227-02 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY ADDL SUBR INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) EACH OCCURRENCE DAMAGE TO RENTED LIMITS $ CLAIMS-MADEOCCUR PREMISES (Ea occurrence)$ MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE$ JECT AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB LOC SCHEDULED AUTOS NON-OWNED AUTOS ONLY OCCUR CLAIMS-MADE PRODUCTS - COMP/OP AGG $ $ COMBINED SINGLE LIMIT$ (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE$ (Per accident) $ EACH OCCURRENCE$ AGGREGATE$ DEDRETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N X $ OTH-ER ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NN / A E.L. EACH ACCIDENT$ (Mandatory in NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ DESCRIPTION OF OPERATIONS below ADirectors & Officers AEPL/Fiduciary/Cyber/ Sp.Crime Various Various 07/22/2020 10/01/2020 07/22/2021 10/01/2021 E.L. DISEASE - POLICY LIMIT $ Limits Limits Various Various DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Office of the United States Trustee Attn: Linda Casey, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Keith Wright

 

 

 

Case 20-13076-BLSDoc 164Filed 12/18/20Page 9 of 26 AGENCY CUSTOMER ID: CN109214608 LOC #: Houston ADDITIONAL REMARKS SCHEDULEPage 2 of 3 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ----------------------------------------------------------------------------Directors and Officers, Effective July 22, 2020 to July 22, 2021 ----------------------------------------------------------------------------XL Specialty Ins. Co., Policy# ELU16915020 $5,000,000 Limit $2,000,000 Retention Allied World National Assurance Co., Policy #03068454 $2,500,000 part of $5,000,0000 excess of $5,000,000 Starstone Specialty Ins. Co., Policy #X75006200ASP $2,500,000 part of $5,000,0000 excess of $5,000,000 ACE American Ins. Co., Policy# DOXG25592815009 $5,000,000 SideA excess of $10,000,000 National Union Fire Ins. Co. of Pittsburgh, PA (AIG), Policy # 015904499 $5,000,000 SideA excess of $15,000,000 Hudson Ins. Co., Policy# HN03036631 $5,000,000 SideA excess of $20,000,000 Berkley Ins. Co., Policy# BPRO8044452 $5,000,000 SideA excess of $25,000,000 ------------------------------------------------------------------------------------------Employment Practices Liability, effective October 1, 2020 to October 1, 2021 ------------------------------------------------------------------------------------------Beazley Ins. Co., Policy# V16C0B200701 $5,000,000 Limit $250,000 Retention ------------------------------------------------------------------------------------------Fiduciary Liability, effective October 1, 2019 to October 1, 2021 ------------------------------------------------------------------------------------------Continental Casualty Company, Policy# 596353577 $1,000,000 Limit $5,000 Retention ------------------------------------------------------------------------------------------Cyber Liability, effective October 1, 2020 to October 1, 2021 ------------------------------------------------------------------------------------------Everest National Ins. Co., Policy# CYBP000872201 $3,000,000 Limit $25,000 Retention ------------------------------------------------------------------------------------------Special Crime, effective October 1, 2019 to October 1, 2022

 

 

 

Case 20-13076-BLSDoc 164Filed 12/18/20Page 10 of 26 AGENCY CUSTOMER ID: CN109214608 LOC #: Houston ADDITIONAL REMARKS SCHEDULEPage 3 of 3 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ------------------------------------------------------------------------------------------Hiscox Insurance Company, Inc., Policy# UKA301602019 $1,000,000 Each Insured Event Limit

 

 

 

DATE (MM/DD/YYYY) 12/11/2020 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. PRODUCER NAME, CONTACT PERSON AND ADDRESS PHONE (A/C, No, Ext): COMPANY NAME AND ADDRESS NAIC NO: 24414 Marsh USA Inc. 2929 Allen Parkway, Suite 2500 Houston, TX 77019 Attn: Houston.Certs@marsh.comFax: 212-948-0509 CN109214608-Full-PropW-20-21 General Casualty Company of WI IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH FAX (A/C, No): E-MAIL ADDRESS: CODE: SUB CODE: POLICY TYPE *20-21 Prop AOS AGENCY CUSTOMER ID #: NAMED INSURED AND ADDRESS Francesca's Holdings Corporation (see attached named insureds) 8760 Clay Road Houston, TX 77080 LOAN NUMBER POLICY NUMBER CFE1370084 EFFECTIVE DATE 10/01/2020 EXPIRATION DATE 10/01/2021 CONTINUED UNTIL TERMINATED IF CHECKED ADDITIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE PROPERTY INFORMATION (ACORD 101 may be attached if more space is required)BUILDING OR X BUSINESS PERSONAL PROPERTY CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST HOU-003738471-26 © 2003-2016 ACORD CORPORATION. All rights reserved.

 

 

 

Case 20-13076-BLSDoc 164Filed 12/18/20Page 12 of 26 AGENCY CUSTOMER ID: CN109214608 LOC #: Houston ADDITIONAL REMARKS SCHEDULEPage 2 of 2 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 28 FORM TITLE: Evidence of Commercial Property Insurance Named Insured Schedule: Francesca's Holdings Corporation Francesca's Collections, Inc. Francesca's Collections of CA, Inc. Francesca's Holdings Corporation - Delaware Corporation Francesca's Collections, Inc. - Texas Corporation Francesca's Collections of CA, Inc. - California Corporation Francesca's Collections Francesca's Collections, Ltd. Francesca's GP, LLC Francescas LLC (Delaware Entity) francescas.com, Inc. Francesca's Services Corporation Unnamed Premises Limit -$100,000 In Transit Limit -Included in policy limit Accounts Receivable - Included in policy limit Blanket Stock -Included in policy limit All Wind/Hail subject to a deductible of 2% TIV per location subject to a $100,000 minimum per occurrence Flood Coverage: Location Flood Zone: Low Hazard; Per Occurrence Limit/Annual Aggregate: $10,000,000 / $10,000,000; Deductible: $25,000 Location Flood Zone: Moderate Hazard; Per Occurrence Limit/Annual Aggregate: $5,000,000 / $5,000,000; Deductible: $100,000 Location Flood Zone:High Hazard; Per Occurrence Limit/Annual Aggregate: $1,000,000 / $1,000,000; Deductible: $500,000 Location Flood Zone:Very High Hazard; Per Occurrence Limit/Annual Aggregate: Excluded; Deductible: Excluded If the Carrier cancels this policy, they will give written notice to the mortgageholder or lender at least: 10 days before the effective date of cancellation if they cancel for your nonpayment of premium; or 30 days before the effective date of cancellation if they cancel for any other reason. The Certificate holder is lenders loss payable, as required by written contract.

 

 

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EXHIBIT C

 

Cash Management Order

 

 

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

  x  
  :  
In re: : Chapter 11
  :  
FRANCESCA’S HOLDINGS CORPORATION, : Case No. 20-13076 (BLS)
et al.,1 :  
  : Joint Administration Requested
Debtors. :  
  : Re: D.I. 29, 39
  x  

 

INTERIM ORDER (I) AUTHORIZING CONTINUED USE OF THE DEBTORS’ EXISTING CASH MANAGEMENT SYSTEM, CORPORATE CREDIT CARD PROGRAM AND BANK ACCOUNTS; (II) WAIVING CERTAIN UNITED STATES TRUSTEE REQUIREMENTS; (III) EXTENDING TIME TO COMPLY WITH SECTION 345(b) OF THE BANKRUPTCY CODE; (IV) AUTHORIZING CONTINUED PERFORMANCE OF INTERCOMPANY TRANSACTIONS; AND

(V) GRANTING RELATED RELIEF

 

Upon the motion (the “Motion”)2 of Francesca’s Holdings Corporation (“FHC”) and its affiliated debtors and debtors in possession (collectively, the “Debtors”) for entry of an interim order (this “Interim Order”) (i) authorizing the Debtors’ use of their cash management system (the “Cash Management System”), corporate credit cards and bank accounts as described herein; (ii) waiving certain bank account and related requirements of the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”); (iii) extending the Debtors’ time to comply with section 345(b) of the Bankruptcy Code; (iv) authorizing Intercompany Transactions consistent with historical practice and granting administrative expense priority to such transactions; and (v) granting related relief, all as more fully set forth in the Motion; and due and sufficient notice of the Motion having been provided under the particular circumstances, and it appearing that no other or further notice need be provided; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, 2012; and consideration of the Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b)(2); and venue being proper before this Court under 28 U.S.C. §§ 1408 and 1409; and a hearing having been held to consider the relief requested in the Motion on an interim basis (the “Hearing”); and upon the Clarke Declaration and the record of the Hearing; and the Court having found and determined the relief requested in the Motion is necessary to avoid immediate and irreparable harm to the Debtors and their estates, as contemplated by Bankruptcy Rule 6003, and such relief is in the best interests of the Debtors, their estates and creditors, and any parties in interest; and the legal and factual bases set forth in the Motion and at the Hearing having established just cause for the relief granted herein; and after due deliberation thereon and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

 

 

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

 

2 Capitalized terms used but not defined in this Interim Order have the meanings used in the Motion.

 

 

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1.             The Motion is GRANTED on an interim basis as set forth herein.

 

2.             The final hearing (the “Final Hearing”) on the Motion will be held on January 4, 2021 at 10:00 a.m. (Eastern Standard Time). Any objections or responses to entry of a final order on the Motion must be filed on or before 4:00 p.m. (Eastern Standard Time) on December 23, 2020, and served on the following parties: (i) the Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Wilmington, Delaware 19801 (Attn: Linda Casey, Esq. (Linda.Casey@usdoj.gov)); (ii) O’Melveny & Myers LLP, Times Square Tower, Seven Times Square, New York, New York 10036 (Attn: Maria DiConza, Esq. (mdiconza@omm.com) and Diana Perez, Esq. (dperez@omm.com)), proposed co-counsel for the Debtors; (iii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins, Esq. (collins@rlf.com), Michael J. Merchant, Esq. (merchant@rlf.com), and Jason M. Madron, Esq. (madron@rlf.com)), proposed co-counsel for the Debtors; and (iv) counsel for the DIP Agent, Greenberg Traurig LLP, (A) 1007 North Orange Street, Suite 1200, Wilmington, DE 19801, (Attn: Dennis A. Meloro (melorod@gtlaw.com)), and (B) MetLife Building, 200 Park Avenue, New York, NY 10166, (Attn: Leo Muchnik (MuchnikL@gtlaw.com)). In the event no objections to entry of a final order on the Motion are timely received, this Court may enter such final order without need for the Final Hearing.

  

2

 

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3.            Except as otherwise provided herein, the Debtors are authorized and empowered to continue to maintain and use their Cash Management System and bank accounts.

 

4.            The Debtors are authorized but not directed to (i) maintain and continue to use their existing bank accounts that are listed on the attached Exhibit 1 (such accounts, the “Debtor Bank Accounts”), in the same manner and with existing account numbers, styles, and document forms as are currently employed; (ii) deposit funds in, and, withdraw funds from, the Debtor Bank Accounts by usual means, including check, wire transfer, ACH transfer, draft, electronic fund transfer, centralized lockbox, or other items presented, issued, or drawn on the Debtor Bank Accounts; (iii) pay prepetition and ordinary-course bank fees for the Debtor Bank Accounts; (iv) perform their obligations under the Debtor Bank Accounts’ governing documents and agreements; and (v) treat the Debtor Bank Accounts for all purposes as “debtor in possession” accounts (“DIP Accounts”).

 

3

 

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5.              Subject to Paragraph 21 of this Interim Order and with the DIP Agent’s consent, the Debtors are authorized to implement changes to the Cash Management System in the ordinary course of business, including, without limitation, the opening of any new bank accounts and the closing of any existing bank accounts it may deem necessary and appropriate, so long as (i) any such new account is with a bank that is (a) insured with the Federal Deposit Insurance Corporation and (b) has a Uniform Depository Agreement with the U.S. Trustee pursuant to the U.S. Trustee’s Operating Guidelines and Reporting Requirements for Debtors in Possession and Trustees, or at such bank that is willing to immediately execute such agreement; and (ii) the Debtors provide notice to the U.S. Trustee and any statutory committees appointed in these chapter 11 cases within 14 days of the opening or closing of such account.

 

6.              The existing deposit agreements, including Deposit Account Control Agreements, between the Debtors and its existing depository and disbursement banks (collectively, the “Banks”) shall continue to govern the postpetition cash management relationship between the Debtors and the Banks, and that all of the provisions of such agreements, including, without limitation, the termination and fee provisions, shall remain in full force and effect. Wells Fargo and the Debtors have agreed that the Debtors will close all of their bank accounts with Wells Fargo by January 31, 2021, and all depository accounts and existing deposit agreements between the Debtors and Wells Fargo, including any Deposit Account Control Agreements shall terminate on January 31, 2021.

 

7.              Each Bank is authorized to continue to administer, service, and maintain the Debtor Bank Accounts, as they were prepetition, without interruption and in the ordinary course, without further order of this Court, and to receive, process, honor, and pay all checks, drafts, wires, ACH transfers, electronic fund transfers, or other items presented, issued, or drawn on the Debtor Bank Accounts (collectively, the “Disbursements”) on account of any claim this Court has granted the Debtors approval to pay, whether arising before, on, or after the Petition Date to the same extent the Debtors were responsible for such items prior to the Petition Date; provided that the applicable Bank Accounts contain sufficient funds.

 

4

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 18 of 26

 

8.             All banks are authorized to accept and honor all representations from the Debtors as to which Disbursements should be honored and shall have no duty to inquire as to whether such payments are authorized by an order of this Court. If any banks nevertheless dishonor Court-approved Disbursements, the Debtors are authorized to issue replacement Disbursements consistent with the orders of this Court. No bank will be liable to the Debtors or their estates, or otherwise be in violation of the orders of this Court, for honoring a prepetition Disbursement or other Disbursement at the Debtors’ direction.

 

9.             Each Bank is authorized, without further order of this Court, to deduct applicable fees and expenses associated with services rendered to the Debtors, whether arising prepetition or postpetition, from the appropriate accounts of the Debtors and to charge back to the appropriate accounts any amounts resulting from returned checks or other returned items, regardless of whether such items were deposited or transferred prepetition or postpetition and regardless of whether the returned items relate to prepetition or postpetition items or transfers. The Debtors shall at all times maintain sufficient balances in the accounts at each Bank to secure their obligations to each Bank for the cash management and related services provided to the Debtors.

 

10.            The Debtors are authorized but not directed to (a) obtain credit on a secured basis through their and their employees’ use of the Corporate Credit Cards on an uninterrupted and ongoing basis pursuant to section 364 of the Bankruptcy Code and continue the Corporate Credit Card Program, subject to any terms and conditions under the applicable servicing agreements, on a postpetition basis consistent with their past practices and (b) pay all obligations related to the Corporate Credit Card Program, whether arising prepetition or postpetition. The Debtors are further authorized to continue to maintain the CD for purposes of collateralizing any obligations owed under the Corporate Credit Card Program. The Debtors acknowledge, stipulate, and agree that the CD is and shall remain subject to an exclusive first priority lien as security for obligations under the Corporate Credit Card Program. In the event the Debtors default under or fail to make any timely payment in respect of any obligations under the Corporate Credit Card Program, Chase is authorized to exercise any of its remedies under the terms of any applicable agreements with the Debtors governing the Corporate Credit Card Program.

 

5

 

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11.            The Debtors are authorized to continue performing Intercompany Transactions arising from or related to the operation of their business in the ordinary course. In connection with the Intercompany Transactions, the Debtors shall maintain records for all transfers of cash so that all transactions (including Intercompany Transactions) can be readily ascertained, traced, recorded properly, and distinguished between prepetition and postpetition transactions, and the Debtors shall make those records available to the U.S. Trustee upon request.

 

12.            The UST Requirement that the Debtors close all existing bank accounts and open new DIP Accounts is hereby waived. The Debtor Bank Accounts are deemed to be DIP Accounts.

 

13.            The UST Requirement that the Debtors open separate DIP Accounts for payroll and taxes is hereby waived on an interim basis.

 

14.            The Debtors are authorized on an interim basis to continue using all checks, correspondence and other business forms, including, but not limited to, purchase orders, multicopy checks, letterhead, envelopes, promotional materials, and other business forms, substantially as they existed immediately before the Petition Date without reference to the Debtors’ status as debtors in possession; provided that once the Debtors’ existing checks have been used, the Debtors will, when reordering checks, ensure that the designation “Debtor in Possession” and the corresponding bankruptcy case number are printed on all checks; provided further that, with respect to electronic checks and checks that the Debtors or their agents print themselves, the Debtors will use reasonable efforts to begin printing the “Debtor in Possession” legend on such items within 10 days of the date of entry of this Interim Order.

 

6

 

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15.            For banks that have not signed a Uniform Depository Agreement with the U.S. Trustee, the Debtors have 30 days (or such additional time as the U.S. Trustee may agree to) from the Petition Date (the “Extension Period”) within which to comply with section 345(b) of the Bankruptcy Code or to make such other arrangements as agreed with the U.S. Trustee, and such extension is without prejudice to the Debtors’ right to request a further extension of the Extension Period or waiver of the requirements of section 345(b) of the Bankruptcy Code in these cases. For banks that have signed a Uniform Depository Agreement with the U.S. Trustee, all Debtor Bank Accounts with such banks are deemed to satisfy section 345(b) of the Bankruptcy Code.

 

16.            During the Extension Period, with respect to banks at which the Debtors hold bank accounts that are party to a Uniform Depository Agreement with the U.S. Trustee, the Debtors shall (i) contact each bank; (ii) provide the bank with each of the Debtors’ tax identification numbers; and (iii) identify each of their bank accounts held at such bank as being held by a debtor in possession in a bankruptcy case.

 

17.            Within 30 days of the date of entry of this Interim Order, with respect to banks at which any of the Debtors hold accounts that are not party to a Uniform Depository Agreement with the U.S. Trustee, the Debtor shall use its good-faith efforts to cause the banks to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee. The Debtors will promptly direct such banks to internally code the Bank Accounts as DIP Accounts. The U.S. Trustee’s rights to seek relief from this Court on notice in the event that the aforementioned banks are unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved.

 

7

 

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18.            The Debtors shall maintain accurate records of all transfers and intercompany claims within the Cash Management System between Debtors such that all postpetition transfers and transactions shall be adequately and promptly documented in, and readily ascertainable from, their books and records.

 

19.             Notwithstanding anything contained herein, the Debtors shall calculate their quarterly fees under 28 U.S.C. § 1930(a)(6) based on the disbursements of each Debtor, regardless of which Debtor pays those disbursements.

 

20.             Notwithstanding anything to the contrary in this Interim Order, any payment made or authorization hereunder shall be subject to the applicable budget and cash collateral authorization requirements imposed on the Debtors under the terms of any order of this Court approving the debtor-in-possession financing facility and use of cash collateral.

 

21.            Notwithstanding anything to the contrary in this Interim Order, the Debtors are prohibited from taking any action to change (i) the existing sweeps of cash from the Debtor Bank Accounts not held with Chase to the Chase Accounts and (ii) the existing sweeps from the Chase Accounts to the account held with the DIP Agent.

 

8

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 22 of 26

 

22.           Nothing in the Motion or this Interim Order or the relief granted herein (including any actions taken or payments made by the Debtors) is to be construed as (i) an admission of the validity of any claim against the Debtors; (ii) an admission with respect to the validity, extent, or perfection of any lien; (iii) a waiver of the Debtors’ rights or those of any party in interest to dispute, contest, setoff, or recoup any claim, or assert any related rights, claims, or defenses; (iv) a waiver of the Debtors’ rights or those of any party in interest over the validity, extent, perfection, or possible avoidance of any lien; or (v) an approval or assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy Code.

 

23.           The requirements set forth in Bankruptcy Rule 6003(b) are satisfied because the relief sought in this Interim Order is necessary to avoid immediate and irreparable harm.

 

24.            The requirements set forth in Bankruptcy Rule 6004(a) are hereby waived.

 

25.            Notwithstanding the applicability of Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order are immediately effective and enforceable upon its entry.

 

26.            The Debtors are authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Interim Order.

 

27.             This Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Interim Order.

 

 
Dated: December 8th, 2020 BRENDAN L. SHANNON
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

 

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 23 of 26

 

Exhibit 1

 

Debtor Bank Accounts

 

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 24 of 26

 

Debtor Bank Accounts

 

Debtor Bank Account Type Last 4 Digits
Francesca's Collections, Inc. Chase Depository [*]
Francesca's Collections, Inc. Wells Fargo Checking [*]
Francesca's Collections, Inc. Bank of America Depository [*]
Francesca's Collections, Inc. Regions Depository [*]
Francesca's Collections, Inc. Citizens Depository [*]
Francesca's Collections, Inc. BB&T Depository [*]
Francesca's Collections, Inc. PNC Depository [*]
Francesca's Collections, Inc. Fifth Third Depository [*]
Francesca's Collections, Inc. US BANK Depository [*]
Francesca's Collections, Inc. IBC Depository [*]
Francesca's Collections, Inc. Pinnacle Bank Depository [*]
Francesca's Collections, Inc. Community First Nat'l Depository [*]
Francesca's Collections, Inc. First Citizens Bank Depository [*]
Francesca's Collections, Inc. Chase Passthrough [*]
Francesca's Collections, Inc. Chase Checking [*]
Francesca's Collections, Inc. Chase Checking [*]
Francesca's Collections, Inc. Wells Fargo Depository [*]
Francesca's Holdings
Corporation
Chase Checking [*]
Francesca's Services
Corporation
Chase Checking [*]
Francesca's Collections, Inc. Chase Checking/Depository [*]
Francesca's Collections, Inc. Chase Depository [*]
Francesca's Collections, Inc. Chase Depository
(Certificate of Deposit)
[*]
Francesca's Collections, Inc. Chase Depository
(Utilities Deposit)
[*]
Francesca's Collections, Inc. Chase Depository
(Professional Fee Deposit)
[*]

 

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 25 of 26

 

EXHIBIT D

 

Retainers Paid

 

 

Case 20-13076-BLS     Doc 164     Filed 12/18/20     Page 26 of 26

 

In re: Francesca’s Holdings Corporation, et al. Case Number: 20-13076 (BLS)
  Reporting Period: Prepetition

 

SCHEDULE OF RETAINERS PAID TO PROFESSIONALS

 

(This schedule is to include each Professional paid a retainer)

 

Professional  Name of Payor  Check/Wire  Amount   Amount
Applied
to Date
   Balance1 
O’Melveny & Myers LLP  Francesca’s Services Corporation  Wire  $1,500,000   $1,450,727.78   $49,272.22 
Richards, Layton & Finger, P.A.  Francesca’s Services Corporation  Wire  $100,000   $100,000   $0 
Stretto  Francesca’s Services  Corporation  Check No. [*]  $50,000   $9,872.02   $40,127.98 
FTI Capital Advisors, LLC  Francesca’s Services Corporation  Wire  $700,000   $302,849   $397,151 
A&G Realty Partners, LLC  Francesca’s Services Corporation  Wire  $150,000   $0   $150,000 
      TOTAL:  $2,500,000.00   $1,863,448.80   $636,551.20 

 

 

1 Retainer balances and amounts applied to date are subject to reconciliation with respect to actual amounts billed. Retainers will not be replenished postpetition.