0000899243-21-028500.txt : 20210715 0000899243-21-028500.hdr.sgml : 20210715 20210715163552 ACCESSION NUMBER: 0000899243-21-028500 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210702 FILED AS OF DATE: 20210715 DATE AS OF CHANGE: 20210715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drawbridge Special Opportunities Fund LP CENTRAL INDEX KEY: 0001200438 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211093036 BUSINESS ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 798-6100 MAIL ADDRESS: STREET 1: C/O FORTRESS INVESTMENT GROUP LLC STREET 2: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP DATE OF NAME CHANGE: 20021022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Titan Merger Sub, Inc. CENTRAL INDEX KEY: 0001872462 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211093033 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPB Titan Holdings, LLC CENTRAL INDEX KEY: 0001872530 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211093034 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPB Hospitality LLC CENTRAL INDEX KEY: 0001872527 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211093035 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J. Alexander's Holdings, Inc. CENTRAL INDEX KEY: 0001617227 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 471608715 STATE OF INCORPORATION: TN FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVENUE, SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-269-1900 MAIL ADDRESS: STREET 1: 3401 WEST END AVENUE, SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2021-07-02 2021-07-12 0 0001617227 J. Alexander's Holdings, Inc. JAX 0001200438 Drawbridge Special Opportunities Fund LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 0 0 1 1 See Footnotes 1-8 Below 0001872527 SPB Hospitality LLC 19219 KATY FREEWAY, SUITE 500 HOUSTON TX 77094 0 0 1 1 See Footnotes 1-8 Below 0001872530 SPB Titan Holdings, LLC 19219 KATY FREEWAY, SUITE 500 HOUSTON TX 77094 0 0 1 1 See Footnotes 1-8 Below 0001872462 Titan Merger Sub, Inc. 19219 KATY FREEWAY, SUITE 500 HOUSTON TX 77094 0 0 1 1 See Footnotes 1-8 Below Common Stock, par value $0.001 per share 0 I See Footnotes On July 2, 2021, J. Alexander's Holdings, Inc., a Tennessee corporation (the "Issuer"), entered into an agreement and plan of merger (the "Merger Agreement") with SPB Hospitality LLC, a Delaware limited liability company ("SPB Hospitality"), and Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of SPB Hospitality ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect, wholly-owned subsidiary of SPB Hospitality. In connection with the execution of the Merger Agreement, certain shareholders of the Issuer (the "Supporting Shareholders") entered into voting agreements with SPB Hospitality and Merger Sub (collectively, the "Voting Agreements") pursuant to which, among other things and subject to the terms and conditions therein, the Supporting Shareholders agreed to vote their respective shares of Common Stock, par value $0.001 per share, of the Issuer ("Common Stock"), in favor of the Merger. Copies of the Voting Agreements were filed as exhibits to the Schedule 13D filed by the Reporting Persons (as defined below) on July 12, 2021 (the "Schedule 13D"). As a result of entering into the Voting Agreements, the Reporting Persons may be deemed to have beneficial ownership of an aggregate of 3,405,716 shares of Common Stock, excluding certain additional shares of Common Stock that may be acquired by certain of the Supporting Shareholders in the event that any such Supporting Shareholder exercises certain stock options or elects to exchange certain securities of a subsidiary of the Issuer, as further described in the Schedule 13D. Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("DBSO") may be deemed to beneficially own Common Stock by virtue of its indirect ownership of SPB Hospitality and Merger Sub. Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("DBSO Advisors"), is the investment advisor to DBSO. Drawbridge Special Opportunities GP LLC, a Delaware limited liability company ("DBSO GP"), is the general partner of DBSO. FIG LLC, a Delaware limited liability company ("FIG LLC"), is the parent of DBSO Advisors. Fortress Principal Investment Holdings IV LLC ("FPI IV"), a Delaware limited liability company, is the managing member of DBSO GP. Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the sole owner of FIG LLC and FPI IV. FIG Corp., a Delaware corporation ("FIG Corp."), is the general partner of FOE I. Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), is the sole owner of FIG Corp. (Continued from Footnote 4) DBFLF CFTWE Holdings L.P., a Delaware limited partnership ("CFTWE Holdings"), is the sole owner of SPB Hospitality. DBFLF CFTWE GP LLC, a Delaware limited liability company ("CFTWE GP"), is the general partner of CFTWE Holdings. SPB Hospitality is the sole owner of SPB Titan Holdings, LLC, a Delaware limited liability company ("Titan Holdings"). Titan Holdings is the sole owner of Merger Sub. DBSO, DBSO Advisors, DBSO GP, FIG LLC, FPI IV, FOE I, FIG Corp., Fortress, CFTWE Holdings, CFTWE GP, SPB Hospitality, Titan Holdings and Merger Sub are referred to herein as the "Reporting Persons." Because the number of Reporting Persons exceeds ten, Fortress, DBSO Advisors, DBSO GP, FIG LLC, FPI IV, FOE I, FIG Corp., CFTWE Holdings and CFTWE GP are filing an additional, substantially identical Form 3 concurrently with the filing of this Form 3. The Reporting Persons are filing this Form 3 solely to the extent it may be required by federal securities laws in connection with the Supporting Shareholders' obligations under the Voting Agreements, and neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any shares of Common Stock and any such beneficial ownership is expressly denied. None of the Reporting Persons has any pecuniary interest in any shares of Common Stock. On the basis of SPB Hospitality and Merger Sub's entry into the Voting Agreements, the Reporting Persons may be deemed members of a "group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of Common Stock. Each of the Reporting Persons disclaims membership in any such group. This amendment is being filed to include the SEC filing codes for SPB Hospitality, Titan Holdings and Merger Sub, which were not available at the time of the original filing. DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, By: Drawbridge Special Opportunities GP LLC, its general partner, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary 2021-07-15 SPB HOSPITALITY LLC, By: /s/ Morgan J. McClure, Name: Morgan J. McClure, Title: President 2021-07-15 SPB TITAN HOLDINGS, LLC, By: /s/ Morgan J. McClure, Name: Morgan J. McClure, Title: President 2021-07-15 TITAN MERGER SUB, INC., By: /s/ Morgan J. McClure, Name: Morgan J. McClure, Title: President 2021-07-15