Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 11, 2021, in connection with the consummation of the asset sale and in
accordance with the Amended and Restated Asset Purchase Agreement, dated as of
January 19, 2021, by and between Francesca's Holdings Corporation (the
"Company") and its subsidiaries, Francesca's Acquisition, LLC, Tiger Capital
Group, LLC, and TerraMar Capital, LLC, the Company, solely with respect to
Section 5.1(f) of the Purchase Agreement, filed with the Secretary of State of
the State of Delaware a Certificate of Amendment (the "Name Change Amendment")
to the Company's existing Amended and Restated Certificate of Incorporation
solely for the purpose of amending the Company's Articles of Incorporation to
change the name of the Company from Francesca's Holding Corporation to FHC
Holdings Corporation. The Name Change Amendment became effective upon acceptance
by the Secretary of State of the State of Delaware. The full text of the Name
Change Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
In connection with the Name Change Amendment, the Company will notify the Clerk
of the United States Bankruptcy Court for the District of Delaware (the "Court")
of the change to the Company's corporate name and request that the Court enter
an order changing the caption of the Company's chapter 11 cases pending in the
Court, Case No. 20-13076 (BLS).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation
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FRANCESCA'S HLDG. 