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): July 30, 2021
FHC 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)
N/A
(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 |
| None | N/A | N/A |
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 ¨
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. ¨
| Item 1.03 | Bankruptcy or Receivership. |
As previously reported, on December 3, 2020, FHC Holdings Corporation (f/k/a Francesca’s Holding 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. in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are jointly administered under the caption In re FHC Holdings Corporation, et al., Case No. 20-13076 (BLS). On July 20, 2021, the Bankruptcy Court entered an order (“Confirmation Order”) confirming the Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation (the “Plan”). Copies of the Plan and Confirmation Order were filed as Exhibits 2.1 and 99.1, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2021 and are incorporated by reference into this Item 1.03.
On July 30, 2021 (the “Effective Date”), the Debtors filed the Notice of (I) Confirmation of Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation and (II) Occurrent of the Effective Date (the “Notice of Effective Date”), which provides that on July 30, 2021, the Plan became effective pursuant to its terms. A copy of the Notice of Effective Date is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On the Effective Date, except as otherwise specifically provided for in the Plan, any Equity Interests, any intercompany notes, and any other certificate, equity security, share, note, purchase right, option, or warrant, were deemed cancelled and surrendered as to the Debtors without any need for further action or approval of the Bankruptcy Court or any Holder thereof or any other Person or Entity, and the Debtors shall not have any continuing obligations thereunder or in any way related thereto.
All existing Equity Interests (including, without limitation, common stock of the Company) in the Debtors were cancelled on the Effective Date of the Plan without any distribution or retention of any property on account of such Equity Interests.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Confirmation Order, on the Effective Date, the persons acting as directors, managers and officers of the Debtors were deemed to have resigned without any further corporation action and the Plan Administrator was appointed as the sole manager, officer, and representative of the Debtors to exercise the rights, power and authority of the Debtors under applicable provisions of the Plan and bankruptcy and non-bankruptcy law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Notice of (I) Confirmation of Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation and (II) Occurrent of the Effective Date |
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.
| FHC HOLDINGS CORPORATION |
| Date: August 2, 2021 | By: | /s/ Anthony Saccullo |
| Anthony Saccullo | ||
| Chief Wind-Down Officer |
Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
| x | ||
| In re: | : | Chapter 11 |
| : | ||
| FHC HOLDINGS CORPORATION, et al.,1 | : | Case No. 20-13076 (BLS) |
| : | ||
| Debtors. | : | Jointly Administered |
| : | ||
| : | Re: D.I. 988 | |
| x |
NOTICE
OF (I) confirmation of DEBTORS’ FIRST AMENDED COMBINED
DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF LIQUIDATION and
(II) OCCURRENCE OF THE EFFECTIVE DATE
PLEASE TAKE NOTICE that on July 20, 2021, the Honorable Brendan L. Shannon, United States Bankruptcy Judge for the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), entered the Findings of Fact, Conclusions of Law, and Order Confirming the Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation Plan [D.I. 988] (the “Confirmation Order”) in the Chapter 11 Cases. Pursuant to the Confirmation Order, the Bankruptcy Court confirmed the Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation (as modified by the Confirmation Order, the “Plan”),2 which was attached as Exhibit A to the Confirmation Order.
PLEASE TAKE FURTHER NOTICE that the Effective Date of the Plan occurred on July 30, 2021. Each of the conditions precedent to the Effective Date enumerated in Article XV.A of the Plan have been satisfied or waived in accordance with the Plan and the Confirmation Order.
PLEASE TAKE FURTHER NOTICE that pursuant to the Confirmation Order, the release, injunction, and exculpation provisions in Article XIII of the Plan (as modified by the Confirmation Order) are now in full force and effect.
PLEASE TAKE FURTHER NOTICE that Professionals requesting compensation pursuant to sections 330, 331, 363, or 503(b) of the Bankruptcy Code for services rendered in connection with the Chapter 11 Cases prior to the Effective Date must file with the Bankruptcy Court, and serve on all parties that requested notice in the Chapter 11 Cases, an application for the allowance of final compensation and reimbursement of expenses in the Chapter 11 Cases on or before September 28, 2021.
1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) (4704), FHC LLC (f/k/a Francesca’s LLC) (2500), FHC Collections, Inc. (f/k/a Francesca’s Collections, Inc.) (4665), and FHC Services Corporation (f/k/a Francesca’s Services Corporation) (5988). The address of the legacy Debtors’ corporate headquarters is 8760 Clay Road, Houston, TX 77080. The address for correspondence related to the Debtors is c/o Saccullo Business Consulting, LLC, 27 Crimson King Drive, Bear, DE 19701.
2 Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Confirmation Order or Plan, as applicable.
PLEASE TAKE FURTHER NOTICE that all executory contracts and unexpired leases of the Debtors entered into prior to the Petition Date that (a) have not previously been assumed or rejected, (b) have not been assumed and assigned under the Sale, or (c) are not listed for assumption by the Debtors as of the Effective Date in the Plan Supplement, have been rejected pursuant to the Plan. If your contract or lease is rejected, you may have a Claim resulting from that rejection. The deadline to file a Proof of Claim for damages, if any, relating to the rejection of an executory contract or unexpired lease is August 30, 2021. Any counterparty to a rejected executory contract or unexpired lease shall be entitled to include any amounts owed by the Debtors under such rejected contract or lease in its rejection damages Proof of Claim, including any pre and postpetition arrearages. Any Claim arising from the rejection of an executory contract or unexpired lease for which a Proof of Claim is not filed by the deadline stated in this paragraph shall be forever barred from assertion against any of the Debtors, their Estates, the Plan Administrator, and the Debtors’ Assets, unless otherwise ordered by the Bankruptcy Court. Any Allowed Claim arising from the rejection of executory contracts or unexpired leases for which a Proof of Claim has been timely filed shall be classified and treated in Class 3 (General Unsecured Claims).
PLEASE TAKE FURTHER NOTICE that all Administrative Expense Requests asserting Administrative Claims arising from February 1, 2021 through and including the Effective Date, excluding (a) Claims for Professional Fees in the Chapter 11 Cases and (b) claims arising in the ordinary course of business, must be filed no later than August 30, 2021 (the “Final Administrative Claims Bar Date”). Unless otherwise ordered by the Bankruptcy Court, Holders of Administrative Claims who are required to file an Administrative Expense Request and who do not file such request by the Final Administrative Claims Bar Date, may not receive or be entitled to receive any payment or distribution of property from the Debtors or their successors or assigns with respect to such Administrative Claim in the Chapter 11 Cases. Notwithstanding the foregoing, no governmental unit shall be required to file a request for payment of any Administrative Claim of a type described in sections 503(b)(1)(B) or 503(b)(1)(C) of the Bankruptcy Code as a condition to such Claim being Allowed.
PLEASE TAKE FURTHER NOTICE that, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately effective and enforceable and deemed binding upon the Debtors, and any and all Holders of Claims or Equity Interests (irrespective of whether such Claims or Equity Interests are deemed to have accepted the Plan), all Persons and Entities that are party, or subject, to the settlements, compromises, releases, and injunctions described in the Plan, each Person and Entity acquiring property under the Plan, and any and all of the Debtors’ counterparties to executory contracts and leases with the Debtors, and the respective heirs, executors, administrators, successors or assigns, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians, if any, with respect to the foregoing.
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PLEASE TAKE FURTHER NOTICE that the Confirmation Order and the Plan are available for inspection. You may review copies of the Confirmation Order and the Plan by (a) accessing the website of the Debtors’ claims, notice, and voting agent, Bankruptcy Management Solutions, Inc. d/b/a Stretto (“Stretto”), at https://cases.stretto.com/Francescas, where such documents will be posted and can be reviewed free of charge or (b) contacting Stretto by telephone at (855) 256-1545 or by email at TeamFrancescas@stretto.com and requesting copies of such documents, which will then be mailed to you free of charge. You also may obtain copies of any pleadings filed in the Chapter 11 Cases via the Bankruptcy Court’s website at http://www.deb.uscourts.gov/. Note that a PACER (https://ecf.deb.uscourts.gov/) password and login are needed to access documents on the Bankruptcy Court’s website.
PLEASE TAKE FURTHER NOTICE that the Plan and the Confirmation Order contain other provisions that may affect your rights. You are encouraged to review the Plan and the Confirmation Order in their entirety.
[Remainder of Page Intentionally Left Blank]
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| Dated: | July 30, 2021 | |
| Wilmington, Delaware | ||
| /s/ Jason M. Madron | ||
| RICHARDS, LAYTON & FINGER, P.A. | ||
| Mark D. Collins (No. 2981) | ||
| Michael J. Merchant (No. 3854) | ||
| Jason M. Madron (No. 4431) | ||
| One Rodney Square | ||
| 920 North King Street | ||
| Wilmington, Delaware 19801 | ||
| Telephone: (302) 651-7700 | ||
| Facsimile: (302) 651-7701 | ||
| - and - | ||
| O’MELVENY & MYERS LLP | ||
| Maria J. DiConza (admitted pro hac vice) | ||
| Joseph Zujkowski (admitted pro hac vice) | ||
| Diana M. Perez (admitted pro hac vice) | ||
| Times Square Tower | ||
| Seven Times Square | ||
| New York, New York 10036 | ||
| Telephone: (212) 326-2000 | ||
| Facsimile: (212) 326-2061 | ||
| Attorneys for the Debtors | ||
| and Debtors in Possession | ||
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