Current Report Filing (8-k)
02 July 2020 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 25, 2020
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
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Delaware
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001-35239
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(State or Other Jurisdiction of Incorporation)
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20-8874704
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8760 Clay Road,
Houston, Texas
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77080
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(Address of Principal Executive Offices)
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(Zip Code)
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(713) 864-1358
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $.01 per share
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FRAN
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The Nasdaq Stock Market LLC
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Purchase Rights of Series A Junior Participating Preferred Stock, par value $0.01 per share
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N/A
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed on a Current Report on Form 8-K filed
by Francesca’s Holdings Corporation (the “Company”) on June 16, 2020, the Company has availed itself of an extension
to file its Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020 (the “Form 10-Q”) in accordance
with the Securities and Exchange Commission’s “Order under Section 36 of the
Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies,”
dated March 25, 2020 (Release No. 34-88465) (the “Order”). As a result
of the significant disruptions in the Company’s business, supply chain and overall operations resulting from the COVID-19
pandemic, the Company needs additional time to complete the impairment assessments of its long-lived assets for the quarter, including
the related income tax effect, which is necessary to finalize the Form 10-Q.
In connection with the delayed filing
of the Company’s Form 10-Q, on June 25, 2020, the Company, together with Francesca’s Services Corporation and Francesca’s
Collections, Inc. (together, the “Borrowers”), entered into a letter agreement (the “JPM Letter Agreement”)
in connection with its Asset Based Revolving Credit Agreement, dated as of May 25, 2018, by and among the Company, the other Loan
Parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Credit Agreement”
and, as amended by the First Amendment to ABL Credit Agreement, dated as of August 13, 2019, and the Letter Agreement, dated as
of May 1, 2020, the “Amended ABL Credit Agreement”), to amend the Amended ABL Credit Agreement to grant the Borrowers
a 45 day extension to deliver quarterly consolidated financial statements for the fiscal quarter ended May 2, 2020 consistent with
the Order and waive any Default (as defined in the Amended ABL Credit Agreement) arising from the failure of the Borrowers to timely
deliver quarterly consolidated financial statements for the fiscal quarter ended May 2, 2020. Additionally, the JPM Letter Agreement
also amends the Amended ABL Credit Agreement to lower the minimum amount of Liquidity (as defined in the Amended ABL Credit Agreement)
that triggers a Dominion Period (as defined in the Amended ABL Credit Agreement) from $15.0 million to $10.0 million and remove
the requirement that unrestricted cash and cash equivalents not exceed 80% of total Liquidity, in each case, for a period of 60
days after the date of the JPM Letter Agreement.
Additionally, in connection with the delayed filing of the Company’s
Form 10-Q, on June 25, 2020, the Company and the Borrowers entered into a letter agreement (the “Tiger Letter Agreement”)
in connection with its Term Loan Credit Agreement (as amended by the Letter Agreement, dated as of May 1, 2020, the “Term
Loan Credit Agreement”) with Tiger Finance, LLC, as administrative agent and the lenders party thereto, to amend the Term
Loan Credit Agreement to grant the Borrowers a 45 day extension to deliver quarterly consolidated financial statements for the
fiscal quarter ended May 2, 2020 consistent with the Order and waive any Default (as defined in the Amended ABL Credit Agreement)
arising from the failure of the Borrowers to timely deliver quarterly consolidated financial statements for the fiscal quarter
ended May 2, 2020. Additionally, the Tiger Letter Agreement also amends the Term Loan Credit Agreement to lower the minimum amount
of Liquidity (as defined in the Term Loan Credit Agreement) that triggers a Dominion Period (as defined in the Term Loan Credit
Agreement) from $15.0 million to $10.0 million and remove the requirement that unrestricted cash and cash equivalents not exceed
80% of total Liquidity, in each case, for a period of 60 days after the date of Tiger Letter Agreement.
The foregoing descriptions of the JPM Letter Agreement and Tiger
Letter Agreement are qualified in their entirety by reference to the full text of the JPM Letter Agreement and Tiger Letter Agreement,
each of which will be filed as an exhibit to the Form 10-Q.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FRANCESCA’S HOLDINGS CORPORATION
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Date: July 1, 2020
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By:
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/s/ Cindy Thomassee
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Cindy Thomassee
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Executive Vice President and Chief Financial Officer
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