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Case 20-13076-BLS Doc 271 Filed 01/06/21 Page 1 of 5 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) 1 : et al., : : Debtors. Jointly Administered : : Re: D.I. 45, 266 ------------------------------------------------------------ x NOTICE OF POTENTIAL ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES AND CURE AMOUNTS PLEASE TAKE NOTICE THAT: 1. The above-captioned debtors (collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) on December 3, 2020. 2. On December 4, 2020, the Debtors filed the Motion of Debtors for Entry of Orders (I)(A) Approving Bidding Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Process for Designation of Stalking Horse Bidder and Provision of Bid Protections, (C) Scheduling Auction for, and Hearing to Approve, Sale of Substantially All of the Debtors’ Assets, (D) Approving Form and Manner of Notices of Sale, Auction and Sale Hearing, (E) Approving Assumption and Assignment Procedures and (F) Granting Related Relief and (II)(A) Approving Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests and Encumbrances, (B) Approving Assumption and Assignment of Executory Contracts and Unexpired Leases and (C) Granting Related Relief [D.I. 45] (the “Bidding Procedures Motion”).2 3. On January 4, 2021, the Court entered the Order (A) Approving Bidding Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Process for Designation of Stalking Horse Bidder and Provision of Bid Protections, (C) Scheduling Auction for, and Hearing to Approve, Sale of Substantially All of the Debtors’ Assets, (D) Approving Form and Manner of Notices of Sale, Auction and Sale Hearing, (E) Approving Assumption and Assignment Procedures 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 otherwise defined, herein shall have the same meanings ascribed to them in the Bidding Procedures Motion. RLF1 24581175v.1 Case 20-13076-BLS Doc 271 Filed 01/06/21 Page 2 of 5 and (F) Granting Related Relief [D.I. 266] (the “Bidding Procedures Order”), which, among other things, approved (a) the Bidding Procedures pursuant to which the Debtors will solicit and select the highest and otherwise best offer for the sale (the “Sale”) of substantially all of the Debtors’ assets (the “Assets”), (b) the form and manner of notice related to the Sale, (c) the procedures for the assumption and assignment of executory contracts and unexpired leases in connection with the Sale, including notice of proposed cure amounts (the “Assumption and Assignment Procedures”), and (d) scheduled the hearing (the “Sale Hearing”) to enter an order approving the Sale to a Stalking Horse Bidder or such other Successful Bidder (the “Sale Order”) on January 21, 2021 at 11:00 a.m. (Eastern Standard Time). 4. Upon the Closing of the Sale, the Debtors intend to assume and assign to the Successful Bidder certain Contracts and Leases. Schedules listing all of the Debtors’ current Contracts and Leases, any of which may potentially be assumed and assigned as part of the Sale, are attached hereto as Exhibit 1 (the “Executory Contracts Schedule”) and Exhibit 2 (the “Unexpired Lease Schedule” and collectively, the “Schedules”), and may also be viewed free of charge on the Debtors’ case information website, located at https://cases.stretto.com/francescas (the “Case Management Website”), or can be requested by e-mail at [email protected]. In addition, the Cure Amounts, if any, necessary for the assumption and assignment of such Contracts and Leases are also set forth on the Schedules. Each “Cure Amount” listed on the Schedules represents the entire amount payable to cure all defaults (as that concept is contemplated by section 365 of the Bankruptcy Code) under the applicable Contract or Lease listed on the Schedules to effectuate the assumption by the Debtors and the assignment to the Successful Bidder of such Contract or Lease pursuant to section 365 of the Bankruptcy Code. For any Contract or Lease that is listed in the Schedules, the Successful Bidder may decide to direct the Debtors to (i) assume and assign the Contracts or Lease, (ii) reject the Contracts and Leases, or (iii) designate the Contracts or Leases for a limited period of time until the Successful Bidder determines whether such Contract or Lease should be (a) assumed and assigned or (b) rejected. 5. YOU ARE RECEIVING THIS NOTICE BECAUSE YOU HAVE BEEN IDENTIFIED AS A COUNTERPARTY TO A CONTRACT OR LEASE THAT MAY BE ASSUMED AND ASSIGNED AS PART OF THE SALE. Under the terms of the Assumption and Assignment Procedures, unless otherwise provided in the Successful Bidder’s Asset Purchase Agreement (as defined in the Bidding Procedures), at any time prior to the date of Closing of the Sale, the Debtors may (a) remove a Contract or Lease from the Schedules or (b) modify the previously-stated Cure Amount associated with any Contract or Lease. The Successful Bidder (which may be a Stalking Horse Bidder) may also amend the Schedules pursuant to the Asset Purchase Agreement, provided however, that no provision in the Asset Purchase Agreement shall serve to extend the deadline by which the Debtors may assume or reject a Contract or Lease under the Bankruptcy Code. The presence of a Contract or Lease listed on Exhibit 1 or Exhibit 2 attached hereto does not constitute an admission that such Contract or Lease is an executory contract or unexpired lease or that such Contract or Lease will be assumed and assigned as part of the Sale. The Debtors reserve all of their rights, claims, and causes of action with respect to the Contracts and Leases listed on Exhibit 1 and Exhibit 2 attached hereto. Subject to the description set forth in paragraph 19(f) of the Motion, any Contracts or Leases not listed in the Schedules will either be listed as rejected or as a designated contract. 2 RLF1 24581175v.1 Case 20-13076-BLS Doc 271 Filed 01/06/21 Page 3 of 5 6. Pursuant to the Assumption and Assignment Procedures, objections to the proposed assumption and assignment of a Contract or Lease (an “Assumption and Assignment Objection”), including any objection relating to the Cure Amount or adequate assurance of any designated Stalking Horse Bidder’s future ability to perform, must (a) be in writing, (b) comply with the Bankruptcy Code, Bankruptcy Rules and Local Rules, (c) state, with specificity, the legal and factual bases thereof, including, if applicable, the Cure Amount that the Counterparty believes is required to cure defaults under the relevant Contract or Lease, (d) be filed by no later than 5:00 p.m. (Eastern Standard Time) on January 14, 2021; provided that to the extent the proposed adequate assurance information for any Stalking Horse Bidder is not provided by January 6, 2021, the deadline for any Counterparty to file an objection to the Stalking Horse Bidder’s future ability to perform will be 5:00 (Eastern Standard Time) eight (8) days following the provision of such adequate assurance information, and (e) be served on (i) co-counsel to the Debtors O’Melveny & Myers, LLP, 7 Times Square, New York, NY 10036, Attn: Maria DiConza ([email protected]) and Diana Perez ([email protected]); (ii) co-counsel for the Debtors, Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801, Attn: Mark D. Collins ([email protected]), Michael J. Merchant ([email protected]), and Jason M. Madron ([email protected]); (iii) counsel to the Stalking Horse Bidder, if any; (iv) counsel for the DIP Agent, Greenberg Traurig LLP, (A) 1007 North Orange Street, Suite 1200, Wilmington, DE 19801, Attn: Dennis A. Meloro ([email protected]), (B) MetLife Building, 200 Park Avenue, New York, NY 10166, Attn: Jeffrey M. Wolf ([email protected]), Nathan A. Haynes ([email protected]), and Leo Muchnik ([email protected]); (v) proposed counsel to the Committee, Cole Schotz P.C. (A) 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn: Justin R. Alberto ([email protected]), (B) 1325 Avenue of the Americas, 19th Floor, New York, NY 10019, Attn: Seth Van Aalten ([email protected]) and Sarah A. Carnes ([email protected]); and (vi) the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Linda J. Casey ([email protected]) (collectively, the “Assumption and Assignment Objection Notice Parties”). In the event that any previously- stated Cure Amounts are modified, the Debtors will promptly serve a Supplemental Assumption and Assignment Notice, by overnight mail and, if known, e-mail, on the applicable Counterparty. 7. Promptly following the Auction, the Debtors will (a) file the Notice of Auction Results, which will, among other things, include the identity of the Successful Bidder and any Back-Up Bidder and the asset purchase agreement for the Successful Bidder(s) and any Back-Up Bidder(s), (b) post such notice on the Case Management Website, and (c) serve such notice by email, or by overnight mail for those Counterparties and their counsel of record for which the Debtors or their agents do not have an email address, on each Counterparty that received a Potential Assumption and Assignment Notice and any Supplemental Assumption and Assignment Notice and such Counterparties’ counsel of record.