Case 20-13076-BLS Doc 308 Filed 01/13/21 Page 1 of 5

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

______) In re: ) Chapter 11 ) FRANCESCA’S HOLDINGS ) Case No. 20-13076 (BLS) CORPORATION., et al.,1 ) ) Jointly Administered ) Debtors. ) Related to Docket No. 271, 295 ______

LIMITED OBJECTION OF CBL & ASSOCIATES MANAGEMENT, INC. TO DEBTORS’ AMENDED NOTICE OF POTENTIAL ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES AND CURE AMOUNTS

CBL & Associates Management, Inc., (“CBL”) managing agent for various landlords2 (the

“Landlord”) from which the Debtors lease real property, by and through counsel, hereby files this

Limited Objection (the “Objection”) to Debtors’ Notice of Potential Assumption and Assignment

of Executory Contracts and Unexpired Leases and Cure Amounts [Docket No. 271] and Amended

Notice of Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and

Cure Amounts [Docket No. 295] (the “Cure Notice”)3, and respectfully represents as follows:

1. On December 3, 2020 (the “Petition Date”), Francesca’s Holdings Corporation and

its affiliated debtors and debtors-in-possession (the “Debtors”), filed their voluntary petition for

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, , 77080

2 CBL is managing agent to at least thirty-two (32) landlords, including the non-rejected locations at the premises and location listed on Exhibit B.

3 Terms not otherwise defined here shall have the meanings ascribed to them in the Cure Notice and accompanying documents.

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relief under Chapter 11 of the Bankruptcy Code before the United States Bankruptcy Court for the

District of Delaware (the “Bankruptcy Court”).

2. The Debtors have continued to operate their business and manage their properties

as debtor’s-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108.4

3. On January 6, 2020 and January 10, 2020, Debtors filed the Cure Notice [Docket

No. 271].

4. Prior to the Petition Date, Debtors leased retail spaces from CBL pursuant to at

least thirty-two (32) unexpired lease of nonresidential real property (the “CBL Leases”).

5. Certain CBL Leases appears on the Cure Notice with Debtors’ accompanying

asserted cure amount.

6. The CBL Leases are leases “of real property in a ” as that term is used in Section 365(b)(3). See In re Joshua Slocum LTD, 922 F.2d 1081 (3d. Cir. 1990).

CURE CLAIM OBJECTION

7. Section 365(b) provides in pertinent part as follows:

(b)(1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee—

(A) cures, or provides adequate assurance that the trustee will promptly cure, such default…; (B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C) provides adequate assurance of future performance under such contract or lease.

11 U.S.C. § 365(b)(1).

4 Unless otherwise specified, all statutory references to “Section” are to 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”).

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8. Section 365(b)(1) includes compensation to landlords for sums incurred for

attorneys’ fees and expenses. The Lease provides for recovery of attorneys’ fees and expenses.

CBL hereby objects to assumption of the CBL Leases listed in the Cure Notice absent payment of

CBL’s attorneys’ fees and expenses.

9. As of the date of this Objection, CBL objects to the cure amount proposed for the

CBL Leases included in Debtors’ Cure Notice (the “Proposed Cure Amount”). CBL herein

reserves the right to file supplementary cure objections.

10. The Proposed Cure Amount is understated as to the below CBL Leases, as of the

date of this Objection, as indicated in the below table:

TABLE 1:

Property Name Property Debtor CBL Lease Attorneys’ Fees Total Cure Location Proposed Cure “Cure Amount Amount Amounts”5

Laurel Park Livonia, MI $10,348.00 $10,701.07 $1,000.00 $11,701.07 Place Mayfaire Towne Wilmington, NC $27,028.00 $33,595.60 $1,000.00 $34,595.60 Center

11. CBL further objects to the assumption of the CBL Leases, including the CBL

Leases not listed in the above Table 1 but appearing in the Cure Notice, as of January 5, 2021,

absent payment of all Cure Amounts owed thereunder from the date of this Objection through the

effective date of assumption, including any amounts that will become due or be invoiced on or

after January 5, 2021 (including, but not limited to, additional amounts, not yet known, that accrued

5 The Cure Amounts specified in this chart do not reflect any amounts that will become due or be invoiced on or after the date of this Objection, or attorneys’ fees and costs, and CBL reserves all of its rights with respect thereto. CBL further avers that additional amounts, not yet known, may be due with regard to calendar year 2020 or 2021, such as year-end adjustments to various items including, but not limited to, real estate taxes, common area maintenance, percentage rent and insurance. CBL further reserves all rights with respect thereto.

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following the date of this Objection, such as year-end adjustments to various items including, but not limited to, real estate taxes, common area maintenance, percentage rent and insurance), as well as attorneys’ fees and costs.

12. A true and correct Lease Summary supporting the actual Lease Cure Amounts contained in Table 1 are attached hereto and incorporated collectively as Exhibit A.

JOINDER

13. In addition to the foregoing, CBL further joins in the objections filed by the

Debtors’ other landlords to the extent that such objections are not inconsistent with the relief requested in this Objection.

RESERVATION OF RIGHTS

14. CBL hereby reserves its rights to make such other and further objections as may be appropriate to the Lease, including, but not limited to, objections regarding adequate assurance of future performance under Section 365.

CONCLUSION

15. For the reasons set forth above, CBL respectfully requests that this Court (i) sustain this Objection; (ii) require that any order authorizing the assumption of the CBL Leases affirmatively requires the Debtors to pay all amounts accrued but not yet billed following January

5, 2021, including attorneys’ fees and expenses; and (iii) grant CBL such further relief as it deems proper.

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Date: January 13, 2021 Wilmington, DE

HOGAN♦McDANIEL

/s/Garvan F. McDaniel Garvan F. McDaniel (DE Bar No. 4167) 1311 Delaware Avenue Wilmington, Delaware 19806 Telephone: 302.656.7540 Facsimile: 302.656.7599 Email: [email protected]

ATTORNEYS FOR CBL & ASSOCIATES MANAGEMENT, INC.

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EXHIBIT A

Exhibit A

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EXHIBIT B

Premises Locations Mall Brookfield, WI CoolSprings Mall Franklin, TN Minot, ND Lexington, KY Hamilton Corner Chattanooga, TN Bel-Air, MD Livonia, MI Mayfaire Town Center Wilmington, NC Northpark Mall Joplin, MO Overland Park, KS Jackson, TN Beaumont, TX Huntsville, AL Pearland, TX College Station, TX Waco, TX Shops at Greensboro, NC Hattiesburg, MS Valley View Mall Roanoke, VA West County Mall St. Louis, MO Madison, WI York, PA

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CERTIFICATE OF SERVICE

Garvan F. McDaniel hereby certifies that on this the 13th day of January, 2020, a true a correct copy of the Limited Objection of CBL & Associates Management, Inc. to Debtors’ Amended Notice of Potential Assumption and Assignment of Executory Contracts and Unexpired Leases and Cure Amounts was served upon the following parties by the following means:

Maria DiConza, Esq. Via Electronic Mail Diana Perez, Esq. O’Melveny & Myers, LLP 7 Times Square , NY 10036 [email protected] [email protected]

Mark D. Collins Via Electronic Mail Michael J. Merchant Jason M. Madron Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 [email protected] [email protected] [email protected]

Dennis A. Meloro, Esq. Via Electronic Mail Greenberg Traurig LLP 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 [email protected]

Jeffrey M. Wolf, Esq. Via Electronic Mail Nathan A. Haynes, Esq. Leo Muchnik, Esq. Greenberg Traurig LLP MetLife Building 200 Park Avenue New York, NY 10166 [email protected] [email protected] [email protected]

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Justin R. Alberto, Esq. Via Electronic Mail Cole Schotz P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 [email protected]

Seth Van Aalten, Esq. Via Electronic Mail Sarah A. Carnes, Esq. Cole Schotz P.C. 1325 Avenue of the Americas, 19th Floor New York, NY 10019 [email protected] [email protected]

U.S. Trustee, Linda J. Casey Via Electronic Mail 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 ([email protected])

And all other parties receiving ECF e-notice.

/s/ Garvan F. McDaniel Garvan F. McDaniel