TerraMar Capital LLC entered into a letter of intent to acquire assets of Francesca's Holdings Corp. on December 3, 2020. TerraMar would become the stalking horse bidder for the auction and sale process. On January 7, 2021, a stalking horse agreement is signed with TerraMar and Tiger Capital Group, LLC for the acquisition of the assets for $17.36 million in cash. As of January 19, 2021, an amended and restated asset purchase agreement was entered into, pursuant to which purchase price was changed to $18 million in cash, subject to certain adjustments, and the issuance of a promissory note in the principal amount of $1.25 million payable on or prior to December 31, 2021. In addition, the agreement involves the reimbursement of certain financing-related fees and the assumption of certain contracts, leases and other assumed liabilities. A portion of the purchase price will be placed in escrow at closing to serve as a source of funds for, among other things, a working capital purchase price adjustment and the satisfaction of certain cure costs associated with contracts and leases assigned to buyers. The escrow amount shall be 15% of the estimated purchase price and cure escrow amount shall be $1.25 million. If the amended and restated asset purchase agreement is terminated for certain reasons, including if Francesca's Holdings enters into a definitive agreement with respect to, or consummates, an alternative transaction, or if the Bankruptcy Court enters an order approving an alternative transaction, Francesca's Holdings may be required to reimburse buyers for its reasonable expenses up to $0.35 million and pay a termination fee of $0.693 million. The transaction is subject to certain adjustments, plus the assumption of substantial liabilities. The letter of intent is subject to customary conditions, including execution of a definitive asset purchase agreement and approval from bankruptcy court. The transaction was approved by the Bankruptcy Court on January 22, 2021. The transaction is expected to close on by the end of January 2021. McDonald Hopkins Co. LPA and Young Conaway Stargatt & Taylor, LLP acted as legal advisors for TerraMar. FTI Consulting, Inc. (NYSE:FCN) and FTI Capital Advisors, L.L.C. acted as financial advisors for Francesca's. O'Melveny & Myers LLP and Richards Layton & Finger PA as legal advisors to Francesca. Tiger Finance and Tiger Capital Group, LLC were represented by Greenberg Traurig, LLP.