FHC HOLDINGS CORP : Bankruptcy or Receivership, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.03 Bankruptcy or Receivership.

As previously reported, on December 3, 2020, FHC Holdings Corporation (f/k/a Francesca's Holding Corporation) (the "Company") and each of its subsidiaries (together with the Company, the "Debtors") commenced voluntary cases (the "Chapter 11 Cases") for relief under chapter 11 of title 11 of the United States Code, §§ 101-1532, et seq. in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Chapter 11 Cases are jointly administered under the caption In re FHC Holdings Corporation, et al., Case No. 20-13076 (BLS). On July 20, 2021, the Bankruptcy Court entered an order ("Confirmation Order") confirming the Debtors' First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation (the "Plan"). Copies of the Plan and Confirmation Order were filed as Exhibits 2.1 and 99.1, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2021 and are incorporated by reference into this Item 1.03.

On July 30, 2021 (the "Effective Date"), the Debtors filed the Notice of (I) Confirmation of Debtors' First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation and (II) Occurrent of the Effective Date (the "Notice of Effective Date"), which provides that on July 30, 2021, the Plan became effective pursuant to its terms. A copy of the Notice of Effective Date is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On the Effective Date, except as otherwise specifically provided for in the Plan, any Equity Interests, any intercompany notes, and any other certificate, equity security, share, note, purchase right, option, or warrant, were deemed cancelled and surrendered as to the Debtors without any need for further action or approval of the Bankruptcy Court or any Holder thereof or any other Person or Entity, and the Debtors shall not have any continuing obligations thereunder or in any way related thereto.

All existing Equity Interests (including, without limitation, common stock of the Company) in the Debtors were cancelled on the Effective Date of the Plan without any distribution or retention of any property on account of such Equity Interests.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Pursuant to the Confirmation Order, on the Effective Date, the persons acting as directors, managers and officers of the Debtors were deemed to have resigned without any further corporation action and the Plan Administrator was appointed as the sole manager, officer, and representative of the Debtors to exercise the rights, power and authority of the Debtors under applicable provisions of the Plan and bankruptcy and non-bankruptcy law.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits



Exhibit No.    Description
  99.1           Notice of (I) Confirmation of Debtors' First Amended Combined
               Disclosure Statement and Chapter 11 Plan of Liquidation and
               (II) Occurrent of the Effective Date

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