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
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