Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------------------------x : In re: : Chapter 11 : 1 Case No. 20-13076 (BLS) FHC HOLDINGS CORPORATION, et al., : : Debtors. : Jointly Administered : : Re: D.I. 45, 295, 384, 916 -------------------------------------------------------------x CERTIFICATION OF COUNSEL REGARDING AMENDED AND SUPERSEDING OMNIBUS ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF BROOKFIELD UNEXPIRED LEASES AND GRANTING RELATED RELIEF The undersigned, co-counsel to FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) and its affiliated debtors and debtors in possession (collectively, the “Debtors”), certifies that: 1. 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 Stalking Horse 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) 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. RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 2 of 5 Approving Assumption and Assignment of Executory Contracts and Unexpired Leases and (C) Granting Related Relief [D.I. 45] with the Court. 2. On January 4, 2021, the Court entered the Order (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 [D.I. 266], establishing procedures and guidelines for, among other things, the disposition of certain unexpired leases of nonresidential real property. 3. On January 19, 2021, the Debtors selected the bid by Francesca’s Acquisition, LLC (the “Acquisition Buyer”) and Tiger Capital Group, LLC and SB360 Capital Partners, LLC as the highest or otherwise best bid for the Acquired Assets as documented in the final Purchase Agreement,2 which was executed by the parties and filed with the Court on January 19, 2021 [D.I. 372, 381]. 4. On January 22, 2021, the Court entered the Order (A) Approving the Purchase Agreement; (B) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (C) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (D) Granting Related Relief [D.I. 384] (the “Sale Order”). 5. The Sale Order and the Purchase Agreement set forth the process through which certain executory contracts and unexpired leases would be assumed and assigned to the 2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to them in the Sale Order. 2 RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 3 of 5 Acquisition Buyer, or its affiliate, post-closing. In particular, paragraph 24 of the Sale Order states, in relevant part, that a contract or lease may be assumed and assigned by “a supplemental order approving such assumption and assignment” that identifies the Retained Contract Counterparty, the Retained Contract, and the proposed assignee. 6. At the direction of the Acquisition Buyer, as contemplated by Section 1.5(a) of the Purchase Agreement, the Debtors hereby file this certification of counsel seeking entry of the proposed form of amended and superseding order approving the assumption and assignment of certain Assumed Contracts and Assumed Leases (the “Amended and Superseding Brookfield Omnibus Assumption and Assignment Order”), a copy of which is attached hereto as Exhibit A.3 For the convenience of the Court and other parties-in-interest, a redline comparison of the Original Order marked against the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order is attached hereto as Exhibit B. The Amended and Superseding Brookfield Omnibus Assumption and Assignment Order approves the assumption by the Debtors of each of the Retained Contracts set forth on Schedule 1 attached thereto (as amended, the “Assumed Contracts and Assumed Leases”), which are subject to the Omnibus Agreement between the Landlords and Francesca’s Operations, Inc. dated on or about the date of the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order (collectively, the “Amendments”), and the assignment of such Assumed Contracts and Assumed Leases (subject to the Amendments) to Acquisition Buyer’s affiliate, Francesca’s Operations, 3 On July 1, 2021, the Court entered its Omnibus Order Approving the Assumption and Assignment of Brookfield Unexpired Leases and Granting Related Relief, dated July 1, 2021 [D.I. 916] (the “Original Order”) pursuant to which the Court approved the assumption and assignment by the Debtors of certain Retained Contracts (as may have been amended). Subsequent to the entry of the Original Order, the non-Debtor Counterparties to the Assumed Contracts and Assumed Leases identified certain scrivener’s errors on the “Schedule 1” to the Original Order; the Debtors are submitting the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order to the Court for entry to correct such scrivener’s errors. 3 RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 4 of 5 Inc. (“Assignee”). 7. Prior to filing this Certification of Counsel, the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order was shared with: (a) counsel to the non- Debtor Counterparties to the Assumed Contracts and Assumed Leases; (b) counsel to the Acquisition Buyer and Assignee; (c) counsel to the Official Committee of Unsecured Creditors (the “Creditors’ Committee”); and (d) the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”). Each of the non-Debtor Counterparties to the Assumed Contracts and Assumed Leases, the Acquisition Buyer and Assignee, and the Creditors’ Committee has advised the Debtors’ undersigned counsel or counsel to the Acquisition Buyer and Assignee that it consents to entry of the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order, and the U.S. Trustee has advised the Debtors’ undersigned counsel that it does not object to entry thereof. [Remainder of page intentionally left blank.] 4 RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 5 of 5 Therefore, the Debtors respectfully request that the Court enter the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order, substantially in the form attached hereto as Exhibit A, at its earliest convenience without further notice or hearing. Dated: July 14, 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 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 5 RLF1 25661720v.1 Case 20-13076-BLS Doc 958-1 Filed 07/14/21 Page 1 of 17 Exhibit A Amended and Superseding Brookfield Omnibus Assumption and Assignment Order RLF1 25661720v.1 Case 20-13076-BLS Doc 958-1 Filed 07/14/21 Page 2 of 17 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : Chapter 11 : 1 Case No. 20-13076 (BLS) FHC HOLDINGS CORPORATION, et al., : : Debtors. : Jointly Administered : : Re: D.I. 45, 295, 384, 916 ------------------------------------------------------------ x AMENDED AND SUPERSEDING OMNIBUS ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF BROOKFIELD UNEXPIRED LEASES AND GRANTING RELATED RELIEF Upon consideration of the Motion of Debtors for Entry of Orders (I)(A) Approving Bidding Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Stalking Horse 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