0000899243-21-028136.txt : 20210712
0000899243-21-028136.hdr.sgml : 20210712
20210712194756
ACCESSION NUMBER: 0000899243-21-028136
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210702
FILED AS OF DATE: 20210712
DATE AS OF CHANGE: 20210712
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FIG LLC
CENTRAL INDEX KEY: 0001245521
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086510
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-798-6100
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46 FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
FORMER NAME:
FORMER CONFORMED NAME: FORTRESS INVESTMENT GROUP LLC
DATE OF NAME CHANGE: 20030621
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
CENTRAL INDEX KEY: 0001252267
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086512
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fortress Investment Group LLC
CENTRAL INDEX KEY: 0001380393
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086513
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-798-6100
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
FORMER NAME:
FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC
DATE OF NAME CHANGE: 20061107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Drawbridge Special Opportunities GP LLC
CENTRAL INDEX KEY: 0001380935
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1206
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086511
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-479-7116
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fortress Principal Investment Holdings IV LLC
CENTRAL INDEX KEY: 0001381035
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086509
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: Fortress Operating Entity I LP
CENTRAL INDEX KEY: 0001387344
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086508
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: FIG Corp.
CENTRAL INDEX KEY: 0001387345
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211086507
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-798-6110
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
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-07-02
0
0001617227
J. Alexander's Holdings, Inc.
JAX
0001380393
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001252267
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001380935
Drawbridge Special Opportunities GP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001245521
FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001381035
Fortress Principal Investment Holdings IV LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001387344
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
0
0
1
1
See Footnotes 1-8 Below
0001387345
FIG Corp.
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK
NY
10105
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, DBSO, SPB Hospitality, Titan Holdings and Merger Sub 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.
FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel
2021-07-12
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary
2021-07-12
DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary
2021-07-12
FIG LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel
2021-07-12
FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel
2021-07-12
FORTRESS OPERATING ENTITY I LP, By: FIG Corp., its general partner, By: /s/ David N. Brooks, Name: David N. Brooks, Title: General Counsel
2021-07-12
FIG CORP., By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel
2021-07-12
DBFLF CFTWE HOLDINGS L.P., By: DBFLF CFTWE GP LLC, its general partner, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary
2021-07-12
DBFLF CFTWE GP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary
2021-07-12