Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 1 of 27 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------ x In re: : Chapter 11 : 1 FHC HOLDINGS CORPORATION, et al., : Case No. 20-13076 (BLS) : Debtors. : Jointly Administered ------------------------------------------------------------ x CERTIFICATION OF STRETTO REGARDING TABULATION OF VOTES IN CONNECTION WITH THE DEBTORS’ FIRST AMENDED COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF LIQUIDATION I, Alexa T. Westmoreland, depose and say under the penalty of perjury: 1. I am a Director at Stretto, which has offices located at 410 Exchange, Suite 100, Irvine, CA 92602. I am over the age of eighteen years and neither I nor Stretto is a party to these proceedings. I am duly authorized to submit this certification on behalf of Stretto (this “Certification”). Except as otherwise indicated, all matters set forth herein are based upon my personal knowledge, and, if called as a witness, I could and would testify competently thereto. 2. I submit this Certification in connection with the tabulation of votes to accept or reject the Debtors’ First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation filed in the above-captioned cases [D.I. 737] (as amended, supplemented, or modified from time to time, the “Plan”).2 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. 2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings set forth in the Plan or the Solicitation Order (as defined herein), as applicable. Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 2 of 27 3. This Court authorized Stretto’s retention as (a) the claims and noticing agent to the above-captioned debtors pursuant to the Order Authorizing the Retention and Employment of Stretto as Claims and Noticing Agent, Nunc Pro Tunc to the Petition Date, dated December 8, 2020 [D.I. 84] and (b) the administrative advisor pursuant to the Order Authorizing the Retention and Employment of Stretto as Administrative Advisor, Nunc Pro Tunc to the Petition Date, dated January 4, 2021 [D.I. 246] (collectively, the “Retention Orders”). The Retention Orders authorize Stretto to assist the Debtors with, among other things, the service of solicitation materials and tabulation of votes cast to accept or reject the Plan. 4. In accordance with the Order (I) Conditionally Approving the Debtors’ First Amended Combined Disclosure Statement and Plan, (II) Establishing Solicitation, Voting, and Tabulation Procedures, (III) Scheduling a Combined Hearing, (IV) Approving the Form of Ballot and Solicitation Materials, (V) Establishing Notice and Objection Procedures for Confirmation of the Plan and Final Approval of the Combined Disclosure Statement and Plan, and (VI) Granting Related Relief [D.I. 743] (the “Solicitation Order”), Stretto was authorized to assist the Debtors with, inter alia, soliciting, receiving, reviewing, determining the validity of, and tabulating Ballots cast on the Plan by holders of Claims in the Voting Class (as defined below). 5. The Plan designated Claims in Class 3 (General Unsecured Claims) (the “Voting Class”) as Impaired and entitled the Holders of such Claims to vote on the Plan. 6. The Solicitation Order established May 26, 2021, as the record date for determining the Holders of Claims in the Voting Class who would be entitled to vote on the Plan (the “Voting Record Date”). 2 Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 3 of 27 7. On June 1, 2021, pursuant to and in accordance with the Solicitation Order, Stretto served the Solicitation Packages on holders of Claims entitled to vote on the Plan.3 An affidavit evidencing Stretto’s service of the foregoing was filed with the Court on June 4, 2021 [D.I. 801]. Solicitation Packages were also forwarded pursuant to forwarding instructions as evidenced by D.I. 812, D.I. 857, D.I. 875, D.I. 884, D.I. 919, D.I. 933 and D.I. 936. 8. Copies of the Plan, and all exhibits were made available via the internet, free of charge at https://cases.stretto.com/francescas on May 25, 2021. 9. Ballots returned by mail, hand delivery, or overnight courier were received by personnel of Stretto at the office of Stretto in Irvine, California. All Ballots received by Stretto were date-stamped upon receipt and were processed in accordance with the procedures set forth in the Solicitation Order. 10. For a Ballot to be counted as valid, the Ballot must have been properly completed in accordance with the procedures set forth in the Solicitation Order and executed by the relevant Holder, or such Holder’s authorized representative, and must have been received by Stretto no later than July 9, 2021 (the “Voting Deadline”). 11. I hereby certify that the results of the voting by Holders of Claims in the Voting Class are as set forth in Exhibit A to this Certification, which is a true and correct copy of the final tabulation of votes. 12. I hereby certify that attached hereto as Exhibit B is a detailed voting report of all Ballots submitted to Stretto as of the filing of this Certification. 13. I hereby certify that attached hereto as Exhibit C is a detailed voting report of all non-tabulated Ballots submitted to Stretto as of the filing of this Certification. 3 Stretto also served required documentation, including the Non-Voting Status Notices on non-voting creditors in accordance with the Solicitation Order. 3 Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 4 of 27 14. I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: July 15, 2021 /s/ Alexa T. Westmoreland Alexa T. Westmoreland STRETTO 410 Exchange, Suite 100 Irvine, CA 92602 (855) 256-1545 4 Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 5 of 27 Exhibit A Tabulation Summary Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 6 of 27 Exhibit A Tabulation Summary Class 3 Ballot Results General Unsecured Claims . Count Dollars Accept: 470 (99.16%) $277,877,769.52 (99.95%) Reject: 4 (0.84%) $129,998.63 (0.05%) Tabulated Ballot Totals: 474 $278,007,768.15 Abstain: 0 $0.00 Not Tabulated: 4 $374,871.31 In re: FHC Holdings Corporation (f/k/a Francesca's Holdings Corporation), et al. Case No: 20-13076 (BLS) Page 1 of 1 Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 7 of 27 Exhibit B Detailed Voting Report of All Submitted Ballots Case 20-13076-BLS Doc 961 Filed 07/15/21 Page 8 of 27 Exhibit B Detailed Voting Report of All Submitted Ballots (Sorted by Ballot Number) Class 3 - General Unsecured Claims BALLOT NO. NAME DATE FILED VOTING AMOUNT VOTE ON THE PLAN 1 Shelter Cove Towne Centre LLC 06/10/2021 $17,267.91 Accept the Plan 2 Bubblegum Stuff Ltd 06/11/2021 $102,412.80 Accept the Plan 3 Confidential Creditor 06/11/2021 $563.75 Accept the Plan 4 Corporate Services Consultants 06/11/2021 $680.00 Accept the Plan 5 Melissa Data Corporation 06/11/2021 $1,872.17 Accept the Plan 6 Confidential Creditor 06/12/2021 $1.00 Accept the Plan 7 Confidential Creditor 06/13/2021 $21,562.50 Accept the Plan 8 Confidential Creditor 06/13/2021 $23,339.89 Accept the Plan 9 Natural Life Collections, Inc 06/14/2021 $99,259.20 Accept the Plan 10 University Place SPE LLC 06/14/2021 $20,369.39 Accept the Plan 11 Gainesville Regional Utilities 06/14/2021 $632.11 Accept the Plan 12 Robynn Osborne 06/14/2021 $1,389.00 Accept the Plan 13 Pioneer Contract Services Inc. 06/14/2021 $1,389.00 Accept the Plan 14 All Waste, Inc 06/14/2021 $754.17 Accept the Plan 15 Design Clique Inc. 06/14/2021 $93,592.00 Accept the Plan 17 Paladone Products 06/15/2021 $50,823.40 Accept the Plan 18 Vintage Dunhill LLC 06/15/2021 $6,281.48 Accept the Plan 19 Confidential Creditor 06/15/2021 $43,387.50 Accept the Plan 20 Enchante Accessories 06/16/2021 $70,144.12 Accept the Plan 21 Poq Studio Limited 06/17/2021 $29,400.00 Accept the Plan 22 CH Shoppes LLC 06/17/2021 $11,205.20 Accept the Plan 23 Southlands TC LLC 06/17/2021 $71,601.60 Accept the Plan 24 Selex Delivery Systems 06/17/2021 $1,791.33 Accept the Plan 25 Lansing Board of Water & Light 06/17/2021 $305.61 Accept the Plan 26 Weed-Sheffield, LLC 06/21/2021 $102,078.69 Accept the Plan 27 Brookfield Corners LLC 06/21/2021 $130,787.79 Accept the Plan 28 National Project Management Inc. 06/21/2021 $343,835.56 Accept the Plan 29 Denver Pavilions Owner Co LLC 06/21/2021 $41,148.02 Accept the Plan 30 Confidential Party EF 00013 06/22/2021 $1,200.00 Accept the Plan 31 Columbus Consulting International LLC 06/22/2021 $1,137.50 Accept the Plan 32 San Diego Hat Company 06/23/2021 $34,951.40 Accept the Plan 33 Confidential Creditor 06/23/2021 $134.35 Accept the Plan 34 Zorbitz Inc.