Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 1 of 33 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) et al.,1 : Debtors. : Jointly Administered ------------------------------------------------------------------- x SUPPLEMENTAL AFFIDAVIT OF SERVICE I, Serina Tran, depose and say that I am employed by Stretto, the claims and noticing agent for the Debtors in the above-captioned case. On February 22, 2021, at my direction and under my supervision, employees of Stretto caused the following document to be served via first-class mail on Highland Court Oxford LLC, Attn: David Blackburn at 310 Enterprise Dr, Oxford, MS 38655-2762, pursuant to USPS forwarding instructions: • Notice of “Debtors’ Omnibus Motion for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Reject Certain Unexpired Leases of Nonresidential Real Property Effective Nunc Pro Tunc to the Petition Date and (B) Abandon De Minimis Property in Connection Therewith, (II) Granting a Limited Waiver of Bankruptcy Rule 6006(f)(6), and (III) Granting Related Relief” and Hearing Thereon (Docket No. 108) Furthermore, on February 22, 2021, at my direction and under my supervision, employees of Stretto caused the following document to be served via first-class mail on 2200 North Maple Avenue – 10071280 LLC, c/o Meade Hubby, Attn: KeyBank Real Estate at 8117 Preston Rd, Ste 400, Dallas, TX 75225-6324, pursuant to USPS forwarding instructions: • Order (I) Approving (A) Procedures for Rejecting Unexpired Leases of Nonresidential Real Property, (B) Abandonment of De Minimis Personal Property in Connection Therewith, and (II) Granting Related Relief (Docket No. 255) Furthermore, on February 22, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit A, pursuant to USPS forwarding instructions: • Final Order (I) Authorizing the Debtors to Assume the Consulting Agreement; (II) Approving Procedures for Store Closing Sales; and (III) Granting Related Relief (Docket No. 259) ____________________________________________ 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. Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 2 of 33 • First Omnibus Order (I) Authorizing (A) Rejection of Certain Unexpired Leases of Nonresidential Real Property Nunc Pro Tunc to the Rejection Date and (B) Abandonment of De Minimis Property in Connection Therewith, (II) Granting a Limited Waiver of Bankruptcy Rule 6006(f)(6), and (III) Granting Related Relief (Docket No. 260) Furthermore, on February 22, 2021, at my direction and under my supervision, employees of Stretto caused the following document to be served via first-class mail on the service list attached hereto as Exhibit B, pursuant to USPS forwarding instructions: • Amended Notice of Potential Assumption and Assignment of Executory Contracts or Unexpired Leases and Cure Amounts (Docket No. 295) Furthermore, on February 22, 2021, at my direction and under my supervision, employees of Stretto caused the following document to be served via first-class mail on Washington County Property Tax Payment Center at 155 N 1st Ave, #130MS8, Hillsboro, OR 97124-3001, pursuant to USPS forwarding instructions: • Notice of Filing of 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 (Docket No. 301) Furthermore, on or before February 23, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on the service list attached hereto as Exhibit C, pursuant to USPS forwarding instructions: • Notice of Telephonic Section 341 Meeting (Docket No. 65) • Notice of Chapter 11 Bankruptcy Case (Docket No. 107) Furthermore, on or before February 24, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on Grant Thornton LLP at 3333 Finley Rd, Ste 700, Downers Grove, IL 60515-1253, pursuant to USPS forwarding instructions: • Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals (Docket No. 243) • Order Authorizing the Employment and Compensation of Certain Professionals Utilized in the Ordinary Course of Business, Nunc Pro Tunc to the Petition Date (Docket No. 252) • Declaration and Disclosure Statement of [Insert Individual’s Name], on Behalf of [Insert Name] (attached hereto as Exhibit D) Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 3 of 33 • Retention Questionnaire (attached hereto as Exhibit E) • Potential Parties of Interest (attached hereto as Exhibit F) Furthermore, on or before February 24, 2021, at my direction and under my supervision, employees of Stretto caused the following documents to be served via first-class mail on Wells Fargo Bank, N.A,, Attn: Legal Dept at PO Box 3072, Cedar Rapids, IA 52406-3072, pursuant to USPS forwarding instructions: • Final Order (I) Authorizing the Debtors to Pay Prepetition Claims of Critical Vendors and (II) Granting Related Relief (Docket No. 248) • Final Order (I) Authorizing Payment of Prepetition Claims of Shippers and Other Lien Claimants and (II) Granting Related Relief (Docket No. 258) • Final Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Bankruptcy Rule 4001-2 (I) Authorizing the Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing the Debtors’ Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured Parties, and (IV) Granting Related Relief (Docket No. 262) • Notice of Filing of Revised Budget in Connection with Final Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Bankruptcy Rule 4001-2 (I) Authorizing the Debtors to Obtain Postpetition Senior Secured Superpriority Financing, (II) Authorizing the Debtors’ Use of Cash Collateral, (III) Granting Adequate Protection to the Prepetition Secured Parties, and (IV) Granting Related Relief [D.I. 262] (Docket No. 411) [THIS SPACE INTENTIONALLY LEFT BLANK] Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 4 of 33 I"urlhermore. on February 24.2021, at my dircclion and under my supervision. employecs of Stretto caused the following document to be served via first-class mail on the servicc lisl attached hercto as Exhibit G, pursuant to USPS forwarding inslructions: Noticc ofSale, Bidding l'rocedures, Auction, and Sale Hearing ([)ocket No. 273) Dated: February 26, 2021 Scrina'fran A notary public or other olllcer completing this cerrificate verifies only the identity olthe individual who signed lhc document to which this certificate is attached. and not thc truthfulncss. accuracy, or validity ofthat document. State of Calilbrnia. County of Orange Subscribed and swom to (or afllrmed) before me on this 26th day of February. 2021, by Serina Tran, proved to me on the basis ofsatislactory evidence to be the person who appeared before me. 9IEPHAN.I OTIGADo S ignatu rc: {ol.ryPubli( (.trto/nr. amm,!i'o. r l?8131. Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 5 of 33 Exhibit A Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 6 of 33 Exhibit A Served Via First-Class Mail Name Attention Address 1 Address 2 City State Zip Allied Development of Alabama PO Box 220439 Great Neck NY 11022-0439 Fuchs & RoselliLtd Attn: Charles D Mangum 200 S Wacker Dr Ste 600 Chicago IL 60606-7211 In re: Francesca's Holdings Corporation, et al. Case No. 20-13076 (BLS) Page 1 of 1 Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 7 of 33 Exhibit B Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 8 of 33 Exhibit B Served Via First-Class Mail Name Attention Address 1 Address 2 City State Zip Evergage Inc 5 Wall St Fl 2 Burlington MA 01803-4774 Flood Brothers Disposal Inc 17W609 14th St Oakbrook Ter IL 60181-3718 LogMeln Inc Attn: Emily Colona 333 Summer St Boston MA 02210-1702 Multimedia Plus Inc Attn: David Harouche; Lauren Taubes 29 Pine Hill Rd Great Neck NY 11020-1315 The Harbour Group of Tampa Inc Attn: Larry Scofield 2900 W Julia St Unit 1101 Tampa FL 33629-8963 Verifone Inc Attn: General Counsel 2560 N 1st St Ste 220 San Jose CA 95131-1041 In re: Francesca's Holdings Corporation, et al. Case No. 20-13076 (BLS) Page 1 of 1 Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 9 of 33 Exhibit C Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 10 of 33 Exhibit C Served Via First-Class Mail Name Address 1 Address 2 City State Zip Access Point Inc. 4700 Falls of Neuse Rd Ste 100 Raleigh NC 27609-6200 Briana Jamison Address Redacted Caitlyn Wilder Address Redacted Caroline Wenzl Address Redacted Chasity Pinto Address Redacted Claudia Ludden Address Redacted Katie Lambert Address Redacted Kimberly Gaffney Address Redacted Mahnoor Hussain Address Redacted Nichole Doolin Address Redacted In re: Francesca's Holdings Corporation, et al. Case No. 20-13076 (BLS) Page 1 of 1 Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 11 of 33 Exhibit D Case 20-13076-BLS Doc 511 Filed 02/26/21 Page 12 of 33 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x : In re: : Chapter 11 : Case No.