GlobeNewswire Inc | Jan 8, 2021 06:32PM EST

January 08, 2021

Bids due on January 13, 2021 at 5:00 p.m. (prevailing Eastern Time)

Company Enters Into Stalking Horse Agreement With TerraMar Capital and Tiger Capital Group to Acquire Company as Going Concern, Subject to Higher and Better Offers

francescasContinuing to Serve Customers in the Ordinary Course

HOUSTON, Jan. 08, 2021 (GLOBE NEWSWIRE) -- FrancescasHoldings Corporation(the Company) today announced that theU.S. Bankruptcy Court for the District of Delaware(the Court) has authorized francescas to conduct an auction process for the Company. The auction process is designed to achieve the highest and best offer for the Companys assets and would be conducted under the Courts supervision and in accordance with the U.S. Bankruptcy Code.

As previously announced, the Company 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. Today, the Company announced the execution of the stalking horse Asset Purchase Agreement (the Stalking Horse APA) with TerraMars affiliate, Francescas Acquisition, LLC, and with Tiger Capital Group, LLC (collectively, the Buyers). The Stalking Horse APA sets the minimum acceptable bid at the auction and will be subject to higher or better offers.

Under the terms of the Stalking Horse APA, the Buyers have agreed to purchase substantially all of the assets of the Company and its subsidiaries for approximately $17 million of cash, subject to certain adjustments, plus the assumption of substantial liabilities. The transaction is subject to the approval of the Bankruptcy Court and the satisfaction of customary closing conditions. It is also subject to higher or better offers in accordance with the bid procedures previously approved by the Bankruptcy Court, which require other bids to be submitted by January 13, 2021.

"We are pleased to announce the signing of a Stalking Horse Agreement with the Buyers and that the court has authorized us to proceed with the bid, auction and sale process. We are excited to partner with TerraMar, keeping us on track to position francescas for long-term success, saidAndrew Clarke, Chief Executive Officer of francescas.

We are very excited to have reached an agreement with francescas and are enthusiastic for the strength of the brand and the future prospects for the business, said Joshua Phillips, Managing Partner of TerraMar Capital.

OnDecember 3, 2020, francescasand certain of its affiliates commenced its voluntary chapter 11 cases to reorganize under chapter 11 of theU.S.Bankruptcy Code.francescashas retained the services of OMelveny & Myers LLP andRichards Layton & Finger, P.A. as bankruptcy counsel and FTI Consulting, Inc. andFTI Capital Advisors LLCas the Companys financial advisor and investment banker. TerraMar Capital, LLC and Francescas Acquisition, LLC have retained the services of McDonald Hopkins LLC and Young Conaway Stargatt & Taylor, LLP as counsel. Tiger Capital Group provides asset valuation, advisory and disposition services to a broad range of retail, wholesale, and industrial clients.

Additional InformationAdditional information about the proposed asset sale, as well as other documents related to the restructuring and reorganization proceedings, is available at https://cases.stretto.com/francescas.

AboutFrancesca's Holdings Corporationfrancesca'sis a specialty retailer that 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'soperates approximately 553 boutiques in 45 states throughoutthe United Statesand theDistrict of Columbiaand also serves its customers throughwww.francescas.comand its mobile app. For additional information on francesca's, please visitwww.francescas.com.

CompanyContact:Cindy Thomassee832-494-2240IR@francescas.com