francesca’s® Files Voluntary Chapter 11 to Implement Sale
04 Dezember 2020 - 1:37AM
Francesca’s Holdings Corporation (Nasdaq: FRAN) today announced
that the Company, along with its subsidiaries, has voluntarily
filed for relief under chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware on December 3,
2020. francesca’s® intends to use these proceedings to implement a
sale process focused on the Company’s core retail locations as well
as its promising digital expansion and new brand launches. The
Company will be filing a motion seeking authorization to pursue an
auction and sale process under section 363 of the U.S. Bankruptcy
Code and expects to move through the sale process as expeditiously
as possible. The Company is committed to working with its lenders
and stakeholders towards a speedy and successful resolution of the
cases.
francesca’s® has received a commitment from its existing lender,
Tiger Finance, LLC, for a $25 million debtor-in-possession (“DIP”)
financing facility. The new facility, which is subject to Court
approval, will enable the Company to continue to operate the
business and meet its financial obligations, including the timely
payment of employee wages and benefits, continued provision of
customer orders and shipments, and payment of other obligations
during the chapter 11 cases. This funding will support the Company
for the duration of the sale process, providing francesca’s® with
the financial runway and flexibility to run a thorough process to
maximize value. After thoroughly evaluating all strategic
alternatives, the Board of Directors unanimously agreed that
pursuing a sale of the business is a necessary step forward for the
business. The Company has entered into a Letter of Intent with
TerraMar Capital, LLC (“TerraMar”), an investment firm that
provides debt and equity capital to middle-market businesses, for
TerraMar or an affiliate to become the stalking horse bidder for
the auction and sale process. The Letter of Intent is subject to
customary conditions, including execution of a definitive asset
purchase agreement, and contemplates the purchase of francesca’s®
business as a going concern.
The Company previously announced plans to close 140 boutiques
and plans to attempt to renegotiate a number of leases during this
process, which may include closing additional boutiques. As of
today, 558 boutiques remain open for business.
“Implementing this process allows francesca’s® to address our
lease obligations and seek a new investor that can see francesca’s®
into the future. The financing provided by Tiger will enable
francesca’s® to pursue a sale process that will allow us continue
to focus on our omni-channel strategies, optimize our boutique
fleet, broaden our customer reach with brand extensions and drive
sustainable, profitable growth,” said Andrew Clarke, Chief
Executive Officer of francesca’s®.
“We are excited by the potential partnership with TerraMar and
we share their belief in the future of the business. In addition, a
number of other parties are currently engaged in the due diligence
process to become the owner of a new and revitalized francesca’s®,”
Mr. Clarke continued. “We are confident that we will emerge from
this process as a stronger company poised to drive growth by
exploring new brand avenues, expanding our ecommerce channels, and
providing our customers with the latest fashion options and
treasure hunt experiences they know and love us for.”
FTI Consulting, Inc. and FTI Capital Advisors LLC have been
retained as the Company’s financial advisor and investment banker,
subject to approval of the Court, to manage the sale and auction
process. The proposed bidding procedures, if approved by the Court,
would allow interested parties to submit binding offers to acquire
substantially all of francesca’s® assets free and clear of the
Company's indebtedness and liabilities. Interested parties could
include both strategic and financial buyers, for whom substantial
due diligence materials are available. The Company has proposed the
following timeline for the sale process, subject to approval by the
Court:
- Bids expected to be submitted by January 13, 2021
- Structured auction targeted to commence no later than January
15, 2021
- Sale intended to be concluded by January 20, 2021
Additional information about the proposed asset sale, as well as
other documents related to the restructuring and reorganization
proceedings, is available through francesca’s® case website at
https://cases.stretto.com/francescas
O’Melveny & Myers LLP and Richards Layton & Finger LLP
are serving as the Company's legal advisors.
About Francesca's Holdings
Corporationfrancesca's® is a specialty retailer which
operates a nationwide-chain of boutiques providing customers a
unique, fun and personalized shopping experience. The merchandise
assortment is a diverse and balanced mix of apparel, jewelry,
accessories and gifts. As of today, francesca's® operates
approximately 558 boutiques in 45 states throughout the United
States and the District of Columbia and also serves its customers
through francescas.com. For additional information on francesca's®,
please visit www.francescas.com.
Company Contact:
Cindy Thomassee
832-494-2240IR@francescas.com
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