SC 13D

0001193125-21-213088.txt : 20210712 0001193125-21-213088.hdr.sgml : 20210712 20210712163106 ACCESSION NUMBER: 0001193125-21-213088 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 GROUP MEMBERS: DBFLF CFTWE GP LLC GROUP MEMBERS: DBFLF CFTWE HOLDINGS L.P. GROUP MEMBERS: DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC GROUP MEMBERS: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP GROUP MEMBERS: DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC GROUP MEMBERS: FIG CORP. GROUP MEMBERS: FIG LLC GROUP MEMBERS: FORTRESS OPERATING ENTITY I LP GROUP MEMBERS: FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC GROUP MEMBERS: SPB HOSPITALITY LLC GROUP MEMBERS: SPB TITAN HOLDINGS, LLC GROUP MEMBERS: TITAN MERGER SUB, INC. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89109 FILM NUMBER: 211085857 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 COMPANY: FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC DATE OF NAME CHANGE: 20061107 SC 13D 1 d190622dsc13d.htm SC 13D SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

J. Alexander’s Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46609J106

(CUSIP Number)

David N. Brooks

Fortress Investment Group LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Drawbridge Special Opportunities Fund LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Beneficial ownership of Issuer Common Stock (as defined herein) is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of Issuer Common Stock as a result of certain provisions contained in the Voting Agreements (as defined herein). Neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any Issuer Common Stock for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is hereby expressly disclaimed. The calculation of 22.6% beneficial ownership of outstanding Issuer Common Stock is based on (i) 3,405,716 shares of Issuer Common Stock beneficially owned by Supporting Shareholders (as defined herein) as of July 2, 2021, and (ii) 15,090,077 shares of Issuer Common Stock outstanding as of July 2, 2021 (as represented in the Merger Agreement (as defined herein)). As further described in Item 5 of this Schedule 13D, the calculation of 22.6% beneficial ownership of outstanding Issuer Common Stock excludes shares of Issuer Common Stock that may be acquired by certain of the Supporting Shareholders in the event that any such Supporting Shareholder (1) exercises certain Issuer Options (as defined herein) or (2) elects to exchange the Class B Units (as defined herein), and the Issuer chooses to issue Issuer Common Stock (rather than pay cash) to effect such exchange.

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Drawbridge Special Opportunities Advisors LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Drawbridge Special Opportunities GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON FIG LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Fortress Principal Investment Holdings IV LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Fortress Operating Entity I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON FIG Corp.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Fortress Investment Group LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON DBFLF CFTWE Holdings L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON DBFLF CFTWE GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON SPB Hospitality LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON SPB Titan Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 46609J106


1.	NAME OF REPORTING PERSON Titan Merger Sub, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	Citizenship or Place of Organization Tennessee
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,405,716
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,405,716
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,405,716*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6%*
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Item 1. Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Issuer Common Stock”), of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Issuer”). The principal executive office of the Issuer is located at 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN 37202.

Item 2. Identity and Background

(a)

(i) Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (“DBSO”), may be deemed to have shared voting and investment power with respect to (and therefore beneficially own) Issuer Common Stock by virtue of its majority ownership of CFTWE GP and CFTWE Holdings (as defined below) and its resulting indirect majority ownership of SPB Hospitality and Merger Sub (as defined below).

(ii) Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company (“DBSO Advisors”), is the investment advisor to DBSO.

(iii) Drawbridge Special Opportunities GP LLC, a Delaware limited liability company (“DBSO GP”), is the general partner of DBSO.

(iv) FIG LLC, a Delaware limited liability company (“FIG LLC”), is the parent of DBSO Advisors and the parent of the advisors to the holders of the minority ownership in CFTWE Holdings that is not owned by DBSO (and the corresponding indirect minority ownership in CFTWE GP).

(v) Fortress Principal Investment Holdings IV LLC (“FPI IV”), a Delaware limited liability company, is the managing member of DBSO GP.

(vi) Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the sole owner of FIG LLC and FPI IV.

(vii) FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.

(viii) Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.

(ix) DBFLF CFTWE Holdings L.P., a Delaware limited partnership (“CFTWE Holdings”), is the sole owner of SPB Hospitality (as defined below).

(x) DBFLF CFTWE GP LLC, a Delaware limited liability company (“CFTWE GP”), is the general partner of CFTWE Holdings.

(xi) SPB Hospitality LLC, a Delaware limited liability company (“SPB Hospitality”), is the sole owner of Titan Holdings (as defined below) and a party to the Voting Agreements (as described in Item 4 herein).

(xii) SPB Titan Holdings, LLC, a Delaware limited liability company (“Titan Holdings”), is the sole owner of Merger Sub (as defined below).

(xiii) Titan Merger Sub, Inc., a Tennessee corporation (“Merger Sub”), is a party to the Voting Agreements (as described in Item 4 herein).

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 collectively referred to herein as the “Reporting Persons.”

(b)

(i) The address of DBSO, DBSO Advisors, DBSO GP, FIG LLC, FPI IV, FOE I, FIG Corp., Fortress, CFTWE Holdings and CFTWE GP is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105.

(ii) The address of SPB Hospitality, Titan Holdings and Merger Sub is 19219 Katy Freeway, Suite 500, Houston, Texas 77094.

(c) Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the “Covered Persons”), and the business address and, in the case of Covered Persons who are not Reporting Persons, the present principal occupation, of each of the Covered Persons. The principal business of DBSO, DBSO Advisors, DBSO GP, FIG LLC, FPI IV, FOE I, FIG Corp., Fortress, CFTWE Holdings and CFTWE GP is making securities, real estate and other asset-based investments. The principal business of SPB Hospitality is owning, operating and franchising restaurants and restaurant brands. Merger Sub was formed on June 28, 2021, solely in connection with the proposed Merger (as defined below) and has conducted no business activities other than those related to the structuring and negotiation of the Merger and arranging of the equity financing and any debt financing in connection with the Merger. Titan Holdings was formed on June 28, 2021, solely to serve as a holding company for Merger Sub in connection with the Merger.

(d) During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Unless otherwise specified in Annex A, each of the Covered Persons is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 4 below, in connection with the execution of the Agreement and Plan of Merger, dated as of July 2, 2021 (the “Merger Agreement”), by and among the Issuer, SPB Hospitality and Merger Sub, certain shareholders of the Issuer 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, each such shareholder agreed to vote their respective shares of Issuer Common Stock in favor of the Merger. In connection with the Merger Agreement, on July 2, 2021, SPB Hospitality entered into an equity commitment letter (the “Equity Commitment Letter”) with DBSO to fund the transaction. Subject to the terms and conditions of the Equity Commitment Letter, DBSO has committed to purchase, or cause to be purchased, equity interests of SPB Hospitality for the purpose of providing, and to the extent necessary to provide, sufficient cash to allow SPB Hospitality to pay the aggregate Merger Consideration and other amounts pursuant to, and in accordance with, the Merger Agreement and to pay the related expenses of SPB Hospitality and Merger Sub that are incurred in connection with the transactions contemplated by the Merger Agreement. The shares of Issuer Common Stock to which this Schedule 13D relates have not been purchased by SPB Hospitality or Merger Sub, and thus no funds have been used for such purpose and at this time no cash has been provided or been determined to be required to be provided pursuant to the Equity Commitment Letter. Other than the consideration to be paid by SPB Hospitality pursuant to the Merger Agreement at or following the completion of the Merger in accordance with the terms and conditions of the Merger Agreement, neither SPB Hospitality nor Merger Sub has paid any funds or other consideration in connection with the execution and delivery of the Voting Agreements. See Item 4 below for a description of the Voting Agreements and the Merger Agreement which description is incorporated herein by reference.

Item 4. Purpose of Transaction

The purpose of the Merger Agreement and the Merger is to acquire control of, and the entire equity interest in, the Issuer. Following the Merger, the Issuer Common Stock will no longer be traded on the New York Stock Exchange, there will be no public market for the Issuer Common Stock and registration of the Issuer Common Stock under the Act will be terminated.

Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”) effective as of the effective time of the Merger (the “Effective Time”). As a result of the Merger, Merger Sub will cease to exist, and the Issuer will survive as an indirect, wholly-owned subsidiary of SPB Hospitality.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Issuer Common Stock will be converted into the right to receive an amount in cash equal to $14.00, without interest (the “Merger Consideration”).

The Merger Agreement provides that each option to purchase Issuer Common Stock granted under the Issuer’s Amended and Restated 2015 Equity Incentive Plan (the “Issuer Stock Incentive Plan”) outstanding immediately prior to the Effective Time (each, an “Issuer Option”), whether or not vested and exercisable, will become fully vested and converted into the right to receive an amount in cash equal to the product of (1) the excess of per share Merger Consideration over the exercise price per share of such Issuer Option and (2) the number of shares of Issuer Common Stock subject to such Issuer Option, less any applicable taxes. Any Issuer Options outstanding with exercise prices in excess of the per share Merger Consideration will be cancelled.

Each performance share award (each, an “Issuer Performance Share Award”) and restricted share award (each, an “Issuer Restricted Share Award”) granted under the Issuer Stock Incentive Plan outstanding immediately prior to the Effective Time will become fully vested and converted into the right to receive an amount in cash equal to the product of (1) the number of shares of Issuer Common Stock subject to the Issuer Performance Share Award or Issuer Restricted Share Award, as applicable, and (2) the Merger Consideration, less any applicable taxes. Each Class B Unit of J. Alexander’s Holdings, LLC (the “Operating Company”) (each, a “Class B Unit”) outstanding immediately prior to the Effective Time shall become fully vested, and each Class B Unit will be exchanged for Issuer Common Stock in accordance with the Operating Company’s Second Amended and Restated Limited Liability Company Agreement and the Merger Agreement and entitle each holder of Class B Units to receive cash equal to the per share Merger Consideration multiplied by the number of shares of Issuer Common Stock issued to such holder in such exchange. Each Class B Unit not eligible to be exchanged will be cancelled.

The Board of Directors of the Issuer (the “Board”) declared the Merger Agreement and the transactions contemplated thereby, including the Merger, to be advisable, fair to and in the best interests of the Issuer and its shareholders, adopted and approved the execution, delivery and performance of the Merger Agreement by the Issuer and the consummation of the transactions contemplated thereby, including the Merger, directed that the Merger Agreement be submitted to the Issuer’s shareholders for approval, and subject to the ability to withdraw its recommendation in accordance with the Merger Agreement, recommended that the shareholders approve the Merger Agreement.

No Solicitation; Fiduciary-Out

Upon the Issuer’s entry into the Merger Agreement, the Issuer became subject to exclusivity and “no shop” restrictions that restrict the Issuer’s ability to solicit proposals from, provide information to, and engage in discussions with, any third parties with respect to the acquisition of, or any similar transaction resulting in the acquisition of, the Issuer. Notwithstanding the foregoing restrictions, the no-shop restrictions are subject to a “fiduciary-out” provision that permits the Issuer to provide information to, and engage in discussions with, any third party regarding its acquisition proposal for the Issuer if:

•

the third party executes a confidentiality agreement;

•

the Board determines in good faith (after consultation with its financial advisor and outside counsel) (i) that the failure to take such action would be inconsistent with the Board’s fiduciary duties under applicable law and (ii) that such third party’s acquisition proposal is, or would reasonably be expected to result in, a superior proposal that would be more favorable to the Issuer’s shareholders from a financial point of view than the transaction with SPB Hospitality;

•

the Issuer provides prompt notice to SPB Hospitality of the above determinations by the Board and of its intent to engage in negotiations or discussions; and

•

the alternative acquisition proposal does not result from a breach of the “no-shop” restriction.

The Issuer must notify SPB Hospitality promptly of any alternative acquisition proposal received by the Issuer or its representatives from any third party. The Board may not withdraw its recommendation in favor of the transaction with SPB Hospitality, or approve or recommend any alternative acquisition proposal or agreement with any third party, unless the Board determines in good faith (after consultation with its financial advisor and outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable law, and, with respect to any third party’s alternative acquisition proposal, that such proposal is, or would reasonably be expected to result in, a superior proposal that would be more favorable to the Issuer’s shareholders from a financial point of view than the transaction with SPB Hospitality, after taking into account any revised offer made by SPB Hospitality pursuant to its customary “matching” rights.

If, in accordance with the foregoing, (i) the Issuer enters into an alternative acquisition agreement with respect to a superior proposal, prior to receipt of the Issuer’s shareholder approval, or (ii) SPB Hospitality elects to terminate the Merger Agreement as a result of a recommendation withdrawal by the Board or the Issuer’s entry into an alternative agreement, the Issuer will be required to pay SPB Hospitality a termination fee of $7,750,000, as further discussed below.

Conditions to the Merger; Covenants of the Parties

The consummation of the Merger is subject to the satisfaction or waiver of various customary conditions set forth in the Merger Agreement, including, but not limited to, (i) the Issuer’s shareholders’ approval of the Merger Agreement, (ii) the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the absence of any restraint or law preventing or prohibiting the consummation of the Merger, (iv) the accuracy of SPB Hospitality’s, Merger Sub’s, and the Issuer’s representations and warranties (subject to certain materiality qualifiers), (v) SPB Hospitality’s, Merger Sub’s and the Issuer’s compliance in all material respects with their respective obligations under the Merger Agreement, (vi) the furnishing of an executed Consent and Exchange Agreement by each holder of Class B Units, and (vi) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement. The Merger is not conditioned upon SPB Hospitality’s receipt of financing.

The Merger Agreement contains customary representations and warranties made by each of the Issuer, Merger Sub and SPB Hospitality. Each of the parties have also made customary covenants in the Merger Agreement, including, in addition to those related to the restrictions on solicitation discussed above, covenants to (a) prepare and file with the Securities and Exchange Commission (the “SEC”), as soon as practicable following the date of the Merger Agreement (and in any event no later than 45 days following the date of the Merger Agreement), the form of proxy statement that will be provided to the Issuer shareholders in connection with the solicitation of proxies for a special meeting of the Issuer shareholders; (b) make all appropriate filings, by SPB Hospitality and the Issuer, as applicable, under the HSR Act; and (c) cooperate with each other and use their respective reasonable best efforts to obtain the consents, approvals and authorizations that are necessary to consummate the Merger.

The Issuer has additionally agreed, subject to certain exceptions, to conduct its business in the ordinary course consistent with past practice between the execution of the Merger Agreement and the completion of the Merger and not to take certain actions during such period without the prior consent of SPB Hospitality. In connection with the completion of the Merger, an affiliate of DBSO will acquire certain of the Issuer’s and its subsidiaries’ owned real property after the Effective Time.

Termination; Termination Fee; Expense Reimbursement

The Merger Agreement contains customary termination rights for each of the Issuer and SPB Hospitality. The parties may terminate the Merger Agreement by mutual written consent at any time prior to the Effective Time. In addition, either the Issuer or SPB Hospitality may terminate the Merger Agreement (i) if the Merger has not closed on or before 5:00 p.m. New York city time on December 31, 2021, so long as that party’s failure to fulfill any material obligation under the Merger Agreement did not result in the delay in closing; (ii) upon the issuance by a

governmental authority of a final, non-appealable order, decree, ruling or other action, or the presence of any law, in each case that would prevent or prohibit consummation of the Merger; or (iii) if the Issuer does not obtain the requisite shareholder approvals for the transaction (described in further detail below). Each of the Issuer and SPB Hospitality has unilateral termination rights in the event of a breach by the other party of a representation, warranty or covenant that causes a failure in the closing conditions (which cannot be cured or is not cured by the earlier of December 31, 2021 or 30 days following receipt of notice of such breach). Additionally, in connection with the Issuer’s exercise of its “fiduciary out,” (i) the Issuer may terminate the Merger Agreement to enter into a superior transaction prior to the Issuer’s receipt of shareholder approval for the transaction, subject to the payment of a termination fee (described in further detail below) and (ii) SPB Hospitality may terminate the Merger Agreement as a result of a recommendation withdrawal by the Board or the Issuer’s entry into an alternative acquisition agreement.

The Issuer will be required to pay a termination fee of $7,750,000 in connection with a termination of the Merger Agreement under any of the following circumstances: (i) the Issuer terminates the Merger Agreement and enters into an agreement for a superior transaction prior to the Issuer’s receipt of shareholder approval; (ii) SPB Hospitality terminates the Merger Agreement following a recommendation withdrawal by the Board or the Issuer’s entry into an alternative acquisition agreement; or (iii) (A) an alternative proposal is publicly announced or is otherwise communicated to the Board and, in the event of termination for failure to obtain the required Company shareholder approvals, not withdrawn prior to the Issuer shareholders meeting, and (B) thereafter the Merger Agreement is terminated by (1) SPB Hospitality for a breach of a representation, warranty or covenant by the Issuer, or (2) either party for failure to obtain the required Company shareholder approvals (described below), and (C) within 12 months of such termination, the Issuer enters into a definitive agreement with respect to or consummates an alternative acquisition.

SPB Hospitality will be required to pay a termination fee of $10,000,000 if the Issuer terminates the Merger Agreement where SPB Hospitality or Merger Sub fail to consummate the Merger after all conditions have been met and the Issuer gives notice to SPB Hospitality of its intent to consummate the Merger.

Voting Agreements

In connection with the execution of the Merger Agreement, certain of the Issuer’s officers and directors, consisting of Douglas K. Ammerman, Carl J. Grassi, Timothy T. Janszen, Ronald B. Maggard, Sr., Raymond R. Quirk, Lonnie J. Stout II, Mark A. Parkey, J. Michael Moore, Jessica L. Hagler and Jason S. Parks, and Newport Global Opportunities Fund I-A LP and Ancora Holdings, Inc. (such persons and entities, the “Supporting Shareholders”), entered into voting agreements (the “Voting Agreements”) with SPB Hospitality and Merger Sub pursuant to which they agreed, among other things, to vote (and provided an irrevocable proxy to SPB Hospitality to vote) their respective shares of Issuer Common Stock (including any Issuer Common Stock that such shareholders may receive as a result of exercising the Issuer Options or converting the Class B Units) in favor of the Merger. The Voting Agreements also contain certain restrictions on the ability of the Supporting Shareholders to transfer their respective shares of Issuer Common Stock. The Voting Agreements do not limit or restrict the shareholders party thereto solely in their capacities as directors or officers of the Issuer from acting in such capacities.

Except as set forth in this Schedule 13D and in connection with the Merger described above, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Summary Disclaimer

The foregoing description of the Merger Agreement and the Voting Agreements does not purport to be and is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement and the Voting Agreements, copies of which are attached hereto as Exhibits 1 through 4 and the terms of which are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a) and (b) As of the date hereof, the Reporting Persons do not own any shares of Issuer Common Stock. As a result of the Voting Agreements, however, the Reporting Persons may be deemed to have shared voting power or shared

dispositive power with respect to up to an aggregate of 3,405,716 shares of Issuer Common Stock beneficially owned by the Supporting Shareholders as of July 2, 2021. The aggregate number of shares of Issuer Common Stock covered by the Voting Agreements as of the date hereof represents approximately 22.6% of the shares of Issuer Common Stock outstanding based on the 15,090,077 shares of Issuer Common Stock outstanding as of July 2, 2021 (as represented in the Merger Agreement).

Certain of the Supporting Shareholders hold Issuer Options that could be exercised by such Supporting Shareholders within sixty days. If all such Issuer Options were exercised, the applicable Supporting Shareholders would be entitled to receive an additional 1,427,250 shares of Issuer Common Stock that would be subject to the Voting Agreements. In addition, certain of the Supporting Shareholders hold Class B Units that may be exchanged for Issuer Common Stock or cash, at the Issuer’s option, within sixty days. If all such Class B Units were exchanged, and the Issuer chose to issue shares of Issuer Common Stock to effect such exchange, the applicable Supporting Shareholders would have the right to receive an additional 116,860 shares of Issuer Common Stock (assuming, for purposes of this Schedule 13D, that the VWAP Price (as defined in the Operating Agreement) is equal to the Merger Consideration) that would be subject to the Voting Agreements. None of the Reporting Persons has any ability to control whether or not any of the Issuer Options are exercised or any of the Class B Units are exchanged by the applicable Supporting Shareholders. If all such Issuer Options were exercised and all such Class B Units were exchanged for shares of Issuer Common Stock, then, as a result of the Voting Agreements, the Reporting Persons could be deemed to have shared voting power or shared dispositive power with respect to up to an aggregate of 4,949,826 shares of Issuer Common Stock, representing approximately 29.8% of the shares of Issuer Common Stock outstanding on a fully-diluted basis.

Except as described above, to the Reporting Persons’ knowledge, no shares of Issuer Common Stock are beneficially owned by any of the persons identified in Annex A hereto.

Notwithstanding the foregoing, however, the Reporting Persons (i) are not entitled to any rights as a shareholder of the Issuer with respect to any shares of Issuer Common Stock and (ii) have no power to vote, direct the voting of, dispose of, or direct the disposal of, any shares of Issuer Common Stock other than the power provided pursuant to the Voting Agreements. The Reporting Persons are filing this Schedule 13D 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 Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any securities of the Issuer (including, without limitation, the shares of Issuer Common Stock owned by the Supporting Shareholders) for purposes of Section 13(d), Section 13(g) or Section 16 of the Act or for any other purpose and such beneficial ownership is hereby expressly disclaimed.

(c) Except as described in this Schedule 13D, there have been no transactions in shares of Issuer Common Stock by any of the Reporting Persons, or, to the knowledge of the Reporting Persons, by any of the persons listed on Annex A hereto, during the past sixty days.

(d) To the knowledge of the Reporting Persons, no other persons other than the Supporting Shareholders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Issuer Common Stock or other securities of the Issuer subject to the Voting Agreements.

(e) Not applicable.

As stated above, the above descriptions of the Merger Agreement and the Voting Agreements are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreement, copies of which are filed as exhibits hereto and are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth, or incorporated by reference, in Items 3 through 5 of this Schedule 13D is hereby incorporated by reference into this Item 6. Except as otherwise described in this Schedule 13D, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Schedule 13D or listed on Annex A hereto, and between such persons and any person, with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits


Exhibit Number		Description of Exhibits

1		Agreement and Plan of Merger, dated as of July 2, 2021, by and among J. Alexander’s Holdings, Inc., SPB Hospitality LLC, and Titan Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by J. Alexander’s Holdings, Inc., on July 6, 2021 (File No. 001-37473)).

2		Voting Agreement, dated as of July 2, 2021, by and among SPB Hospitality LLC, Titan Merger Sub, Inc., and Douglas K. Ammerman, Carl J. Grassi, Timothy T. Janszen, Ronald B. Maggard, Sr., Raymond R. Quirk, Lonnie J. Stout II, Mark A. Parkey, J. Michael Moore, Jessica L. Hagler and Jason S. Parks.

3		Voting Agreement, dated as of July 2, 2021, by and among SPB Hospitality LLC, Titan Merger Sub, Inc., and Newport Global Opportunities Fund I-A LP.

4		Voting Agreement, dated as of July 2, 2021, by and among SPB Hospitality LLC, Titan Merger Sub, Inc., and Ancora Holdings, Inc.

5		Joint Filing Agreement, dated July 12, 2021, by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.


Dated: July 12, 2021	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

Dated: July 12, 2021	DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	FIG LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: General Counsel


Dated: July 12, 2021	FORTRESS OPERATING ENTITY I LP

	By: FIG Corp., its general partner

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FIG CORP.

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FORTRESS INVESTMENT GROUP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	DBFLF CFTWE HOLDINGS L.P.

	By: DBFLF CFTWE GP LLC, its general partner

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	DBFLF CFTWE GP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	SPB HOSPITALITY LLC

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President


Dated: July 12, 2021	SPB TITAN HOLDINGS, LLC

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President

Dated: July 12, 2021	TITAN MERGER SUB, INC.

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President

Annex A

Drawbridge Special Opportunities Fund LP:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
Drawbridge Special Opportunities GP LLC		General Partner of Drawbridge Special Opportunities Fund LP

Drawbridge Special Opportunities Advisors LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
FIG LLC		Parent of Drawbridge Special Opportunities Advisors LLC

Drawbridge Special Opportunities GP LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
Fortress Principal Investment Holdings IV LLC		Managing Member of Drawbridge Special Opportunities GP LLC

Directors and Officers of FIG LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:		Principal Occupation:
Wesley R. Edens		Principal and Co-Chairman of the Board of Directors
Randal A. Nardone		Chief Executive Officer, Principal and Director
Peter L. Briger, Jr.		Principal and Co-Chairman of the Board of Directors
David N. Brooks		Secretary, Vice President and General Counsel
Daniel N. Bass		Chief Financial Officer and Treasurer

Fortress Principal Investment Holdings IV LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
Fortress Operating Entity I LP		Sole owner of Fortress Principal Investment Holdings IV LLC

Fortress Operating Entity I LP:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
FIG Corp.		General Partner of Fortress Operating Entity I LP

Directors and Officers of FIG Corp.:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:		Principal Occupation:
Wesley R. Edens		Principal and Co-Chairman of the Board of Directors
Randal A. Nardone		Chief Executive Officer, Principal and Director
Peter L. Briger, Jr.		Principal and Co-Chairman of the Board of Directors
David N. Brooks		Secretary, Vice President and General Counsel
Daniel N. Bass		Chief Financial Officer and Treasurer

Directors and Officers of Fortress Investment Group LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:		Principal Occupation:
Wesley R. Edens		Principal, Co-Chief Executive Officer and Class A Director
Peter L. Briger, Jr.		Principal, Co-Chief Executive Officer and Class A Director
Randal A. Nardone		Principal and Class A Director
George W. Wellde Jr.		Class A Director
Michael G. Rantz		Class A Director
Jane Dietze		Class A Director
Hani Barhoush		Class A Director
Michael Morell		Class A Director and Security Director
Marcelo Claure		Chairman of the Board and Class B Director
Yoshimitsu Goto (citizen of Japan)		Class B Director
Rajeev Misra (citizen of the United Kingdom)		Class B Director
David N. Brooks		Secretary, Vice President and General Counsel
Daniel N. Bass		Chief Financial Officer and Treasurer

DBFLF CFTWE Holdings L.P.:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
DBFLF CFTWE GP LLC		General Partner of DBFLF CFTWE Holdings L.P.

DBFLF CFTWE GP LLC:

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.


Name:
Drawbridge Special Opportunities Fund LP		Majority member of DBFLF CFTWE GP LLC
DBFLF CFTWE UST LLC		Minority member of DBFLF CFTWE GP LLC

SPB Hospitality LLC:

Business Address: 19219 Katy Freeway, Suite 500, Houston, Texas 77094.


Name:
DBFLF CFTWE Holdings L.P.		Managing Member of SPB Hospitality LLC

SPB Titan Holdings, LLC:

Business Address: 19219 Katy Freeway, Suite 500, Houston, Texas 77094.


Name:
SPB Hospitality LLC		Sole owner of SPB Titan Holdings, LLC

Directors and Officers of Titan Merger Sub, Inc.:

Business Address: 19219 Katy Freeway, Suite 500, Houston, Texas 77094.


Name:		Principal Occupation:
James Mazany		Chief Executive Officer of SPB Hospitality LLC
Morgan McClure		Managing Director of Fortress Investment Group LLC
Joshua Pack		Co-Chief Investment Officer, Credit Funds of Fortress Investment Group LLC

EX-2 2 d190622dex2.htm EX-2 EX-2

Exhibit 2

Execution Version

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and certain shareholders of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), each listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, Parent, Merger Sub and the Company have entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time, the “Merger Agreement”), pursuant to which (and subject to the terms and conditions set forth therein), among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect, wholly-owned subsidiary of Parent;

WHEREAS, this Agreement is being entered into in connection with, and all rights and obligations hereunder are being created pursuant to and in connection with, the Merger Agreement to which the Company is a party and the Merger to be effected in accordance with the Merger Agreement and the TBCA;

WHEREAS, each Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement whenever the terms “beneficial owner,” “beneficial ownership” or “own beneficially” are used) of the number of shares of Company Common Stock set forth on Schedule A hereto (with respect to each Shareholder, the “Owned Shares”; the Owned Shares and any additional shares of Company Common Stock or other voting securities of the Company of which such Shareholder acquires record or beneficial ownership after the date hereof, including, without limitation, by purchase, by grant, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, such Shareholder’s “Covered Shares”); provided, however, that Covered Shares shall not include any Company Common Stock that a Shareholder sells or otherwise disposes of following the date of this Agreement as and to the extent expressly permitted hereby;

WHEREAS, as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, Parent, Merger Sub and the Shareholders are entering into this Agreement; and

WHEREAS, the Shareholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement and would not enter into the Merger Agreement if any Shareholder did not enter into this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Shareholders hereby agree as follows:

Section 1. Agreement to Vote. Prior to the Termination Date, each Shareholder, in his, her or its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, such Shareholder shall (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, if any and (b) vote, or cause to be voted at such meeting, all Covered Shares owned as of the record date for such meeting of the shareholders (i) in favor of the Merger, the approval of the Merger Agreement and the other transactions contemplated in the Merger Agreement and (ii) against the following actions (other than the Merger, the Merger Agreement and the other transactions contemplated thereby): (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person and (C) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement (collectively, the “Covered Proposals”). Except as expressly set forth in this Section 1 with respect to Covered Proposals, the Shareholders shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Section 2. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) IF ANY SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH SHAREHOLDER WITH RESPECT TO THE COVERED SHARES.

(b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Section 3. No Inconsistent Agreements. Each Shareholder hereby represents, covenants and agrees that, except as contemplated by this Agreement, such Shareholder (a) has

not entered into, and shall not enter into at any time prior to the Termination Date, any voting agreement or voting trust with respect to any Covered Shares and (b) has not granted any currently effective proxy or power of attorney with respect to any Covered Shares, and shall not grant at any time prior to the Termination Date any proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with such Shareholder’s obligations under this Agreement.

Section 4. Termination. This Agreement shall automatically terminate without any action by any party hereto and shall be of no further force and effect upon the earliest to occur of (a) the Closing, (b) the termination of the Merger Agreement in accordance with its terms, (c) the completion of the Company Shareholders Meeting and the inspectors’ certification of the voting results thereat, (d) a Recommendation Withdrawal made in accordance with the terms of the Merger Agreement, (e) the effectiveness of any amendment, modification or supplement to the Merger Agreement or waiver under the Merger Agreement, in each case, where such amendment, modification, supplement or waiver would decrease, or change the form of, the consideration to be received under the Merger Agreement by holders of Company Common Stock, would extend the Termination Date, would impose any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Merger, would affect, in a manner adverse to any Shareholder, any of the material terms of Article I (The Merger; Certain Related Matters), Section 5.2 (No Solicitation), Article VI (Conditions), or Article VII (Termination) of the Merger Agreement, or the defined terms used in such Sections or Articles of the Merger Agreement, or would otherwise be materially adverse to any Shareholder and (f) written notice of termination of this Agreement by Parent to the Shareholders (such earliest date being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections 8 and 12 to 24 shall survive the termination of this Agreement; provided further, that any liability incurred by any party hereto as a result of a willful and material breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 5. Representations and Warranties of the Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly and severally), hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows:

(a) Such Shareholder is the beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of all Liens that would materially and adversely affect the ability of such Shareholder to perform his, her or its obligations under this Agreement other than as created by this Agreement and pursuant to applicable securities Laws. As of the date hereof, other than the Owned Shares (and any equity awards relating thereto, including any Class B Units), such Shareholder does not own beneficially or of record any shares of capital stock (including common shares of beneficial interest) or voting securities of the Company.

(b) Each Shareholder that is an individual has all requisite power and authority, and each Shareholder that is an entity has all requisite entity power and authority, to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets, in each case other than as would not restrict, prohibit or impair the exercise by Parent or Merger Sub of its rights under this Agreement or have an adverse effect on such Shareholder’s ability to perform its obligations hereunder.

(d) As of the date of this Agreement, there is no litigation pending against any such Shareholder, or, to the knowledge of such Shareholder, threatened against such Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent or Merger Sub of its rights under this Agreement or the performance by any such Shareholder of such Shareholder’s obligations under this Agreement.

(e) Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Section 6. Restrictions on Transfer. Each Shareholder, as to such Shareholder (severally and not jointly), hereby covenants and agrees as follows:

(a) Prior to the Termination Date, and except as contemplated hereby, such Shareholder shall not (i) (x) tender any Covered Shares into any tender or exchange offer, (y) sell, transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any Contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), or (z) grant any proxies or powers of attorney with respect to any Covered Shares, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing such Shareholder’s obligations under this Agreement; provided, however, that, notwithstanding the foregoing or any other provision in this Agreement, (x) any Shareholder may Transfer any Covered Shares if the transferee in such Transfer has entered into,

or simultaneously therewith enters into, a voting agreement with Parent and Merger Sub on substantially the same terms of this Agreement and (y) any Shareholder may Transfer any Covered Shares if Parent and Merger Sub have provided their express written consent thereto; provided, further, that nothing contained herein shall prohibit any Transfer (a) caused by a client of any Shareholder unilaterally terminating its advisory agreement and/or managed account relationship with such Shareholder, (b) to any member of such Shareholder’s immediate family, or to a trust for the benefit of such Shareholder or any member of such Shareholder’s immediate family, so long as the permitted transferee executes a joinder to this Agreement pursuant to which such transferee agrees to become a party hereto and be subject to the restrictions applicable to such Shareholder hereunder, or (c) by an officer or director of the Company to the Company to pay tax withholding required in connection with the vesting of restricted stock or performance share awards pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan. Any Transfer in violation of this Section 6(a) shall be null and void ab initio. To the extent a Transfer is permitted under this Agreement, such Transfer shall comply with all applicable Laws.

(b) Prior to the Termination Date, in the event that such Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Company Common Stock or other voting interests with respect to the Company, such Company Common Stock or other voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Company Common Stock held by such Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such Company Common Stock or other voting interests shall automatically become subject to the terms of this Agreement. Each Shareholder shall promptly notify Parent in writing of any such event.

(c) Each Shareholder hereby waives all right to dissent or seek appraisal under the TBCA or otherwise exercise any appraisal rights with respect to all of such Shareholder’s Covered Shares owned (beneficially or of record) by such Shareholder in connection with the Merger, the Merger Agreement and the other transactions contemplated therein.

(d) Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prevent a Shareholder from complying with his, her or its disclosure obligations under applicable Laws.

Section 7. Shareholder Capacity. This Agreement is being entered into by each Shareholder solely in such Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of any Shareholder to take any action in such Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising such Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal.

Section 8. Disclosure. Each Shareholder hereby authorizes Parent, Merger Sub and the Company to publish and disclose in any announcement or disclosure required by the SEC or in the Proxy Statement such Shareholder’s identity and ownership of the Covered Shares, this Agreement and the nature of such Shareholder’s obligations under this Agreement, in each case, to the extent required by applicable Law.

Section 9. Further Assurances. From time to time, at the request of Parent and without further consideration, each Shareholder shall use its commercially reasonable efforts to take such further action as may reasonably be deemed by Parent to be necessary to consummate and make effective the transactions contemplated by this Agreement.

Section 10. Non-Survival of Representations and Warranties. The representations and warranties of the Shareholders contained herein shall not survive the Termination Date.

Section 11. Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party and otherwise as expressly set forth herein.

Section 12. Waiver. At any time prior to the Termination Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.

Section 13. Notices. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (a) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (b) immediately upon delivery by hand; or (c) by e-mail, upon written or electronic confirmation of receipt (excluding “out of office” or other automated replies), in each case to the intended recipient as set forth below:

(i) If to Parent or Merger Sub:

SPB Hospitality LLC

19219 Katy Freeway

Suite 500

Houston, Texas 77094

Attention: James Mazany

Email: jim.mazany@SPBHospitality.com

with a copy (which shall not constitute notice) to:

Hunton Andrews Kurth LLP

951 E. Byrd Street

Riverfront Plaza, East Tower

Richmond, Virginia 23219

Attention: Steven M. Haas

Email: shaas@huntonak.com

(ii) If to a Shareholder:

As set forth on Schedule A hereto, in each case with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: F. Mitchell Walker, Jr.

Email: MWalker@bassberry.com

Any notice received by email or otherwise at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party may provide notice to the other parties of a change in its address or e-mail address through a notice given in accordance with this Section 13, except that notice of any change to the address or any of the other details specified in or pursuant to this Section 13 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is two Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 13.

Section 14. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter hereof and thereof.

Section 15. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Section 16. Relationship Among the Parties. This Agreement is intended to create a contractual relationship among the Shareholders, on the one hand, and Parent and Merger Sub, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any similar relationship among the parties hereto. Without limiting the generality of the foregoing, none of any Shareholder or Parent or Merger Sub, by entering into this Agreement, intends to form a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law (including the TBCA) with Parent or Merger Sub or any other shareholder of the Company. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Shareholder, and, except as expressly provided herein, Parent and Merger Sub shall have no authority to direct any Shareholder in the voting or disposition of any of the Covered Shares. Parent and Merger Sub shall not be deemed to be the beneficial owner of any Covered Shares by virtue of this Agreement.

Section 17. Governing Law and Venue; Waiver of Jury Trial.

(a) This Agreement (and all claims, controversies and causes of action relating thereto or arising therefrom or in connection therewith, whether in contract, tort or otherwise) shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and enforced in accordance with the Laws of the State of Tennessee without regard to the conflicts of laws rules thereof.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.

(c) Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement, on behalf of itself or its property, in accordance with Section 13 or in such other manner as may be permitted by Law, of copies of such process to such party, and nothing in this Section 17(c) shall affect the right of any party to serve legal process in any other manner permitted by Law, (ii) irrevocably and unconditionally consents and submits itself and its property in any action or proceeding to the exclusive general jurisdiction of the courts of the State of Tennessee or, if unavailable, the federal court in the State of Tennessee, in each case sitting in the City of Nashville in the State of Tennessee, in the event any dispute arises out of this Agreement, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the courts of the State of Tennessee or, if unavailable, the federal court in the State of Tennessee, in each case sitting in the City of Nashville in the State of Tennessee (and any courts from which an appeal from such courts may be taken), (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it shall not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto agrees that a final judgment in any action or proceeding in such court as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 18. Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void; provided, however, that Parent and Merger Sub are expressly permitted to assign their rights under this Agreement to any Affiliate of Parent (including by way of a transfer of shares of capital stock of Merger Sub), and any such Person shall be entitled to assume Parent’s and/or Merger Sub’s obligations under this Agreement; provided, that no such assignment and assumption shall release Parent or Merger Sub from any of its obligations under this Agreement to the extent not performed. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 19. Enforcement. The parties acknowledge and agree that irreparable harm would occur and that the parties would not have any adequate remedy at law (a) for any actual or threatened breach of the provisions of this Agreement or (b) in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement. Each of the parties hereby agrees (i) that it shall not oppose the granting of such relief by reason of there being an adequate remedy at law, (ii) that it hereby irrevocably waives any requirement for the security or posting of any bond in connection with such relief and (iii) that such relief may be granted without the requirement that the party seeking such relief offer proof of actual damages. The parties further agree that, by seeking the remedies provided for in this Section 19, a party shall not in any respect waive its right to seek any other form of relief, at law or in equity, that may be available to a party under this Agreement, including monetary damages in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 19 are not available or otherwise are not granted.

Section 20. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner.

Section 21. Counterparts; Effectiveness. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail, including any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com) or other transmission method (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it

were the original signed version thereof delivered in person. No party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Section 22. No Presumption Against Drafting Party. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Each of the parties to this Agreement acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.

Section 23. Shareholder Obligation Several and Not Joint. The obligations of each Shareholder hereunder shall be several and not joint and several, and no Shareholder shall be liable for any breach of the terms of this Agreement by any other Shareholder.

Section 24. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

[Signature Page Follows]

IN WITNESS WHEREOF, Parent, Merger Sub and the Shareholders have caused to be executed or executed this Agreement as of the date first written above.


Parent:

SPB Hospitality LLC

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

Merger Sub:

Titan Merger Sub, Inc.

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

[Signature Page to Voting Agreement]

Shareholder:

/s/ Douglas K. Ammerman

Douglas K. Ammerman

[Signature Page to Voting Agreement]

Shareholder:

/s/ Carl J. Grassi

Carl J. Grassi

[Signature Page to Voting Agreement]

Shareholder:

/s/ Timothy T. Janszen

Timothy T. Janszen

[Signature Page to Voting Agreement]

Shareholder:

/s/ Ronald B. Maggard, Sr.

Ronald B. Maggard, Sr.

[Signature Page to Voting Agreement]

Shareholder:

/s/ Raymond R. Quirk

Raymond R. Quirk

[Signature Page to Voting Agreement]

Shareholder:

/s/ Lonnie J. Stout II

Lonnie J. Stout II

[Signature Page to Voting Agreement]

Shareholder:

/s/ Mark A. Parkey

Mark A. Parkey

[Signature Page to Voting Agreement]

Shareholder:

/s/ J. Michael Moore

J. Michael Moore

[Signature Page to Voting Agreement]

Shareholder:

/s/ Jessica L. Hagler

Jessica L. Hagler

[Signature Page to Voting Agreement]

Shareholder:

/s/ Jason S. Parks

Jason S. Parks

[Signature Page to Voting Agreement]

Schedule A


Shareholder Name and Notice Information		Number of Shares
Douglas K. Ammerman c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		62,754

Carl J. Grassi c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		20,500

Timothy T. Janszen c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		21,000

Ronald B. Maggard, Sr. c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		62,177

Raymond R. Quirk c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		113,771

Lonnie J. Stout II c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		103,673

Mark A. Parkey c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		148,087


J. Michael Moore c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		39,475

Jessica L. Hagler c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		38,411

Jason S. Parks c/o J. Alexander’s Holdings, Inc. 3401 West End Avenue, Suite 260 P.O. Box 24300 Nashville, TN 37202		34,572

EX-3 3 d190622dex3.htm EX-3 EX-3

Exhibit 3

Execution Version

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholder of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), listed on Schedule A hereto (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

RECITALS

WHEREAS, Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement whenever the terms “beneficial owner,” “beneficial ownership” or “own beneficially” are used) of the number of shares of Company Common Stock set forth on Schedule A hereto (with respect to Shareholder, the “Owned Shares”; the Owned Shares and any additional shares of Company Common Stock or other voting securities of the Company of which Shareholder acquires record or beneficial ownership after the date hereof, including, without limitation, by purchase, by grant, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, Shareholder’s “Covered Shares”); provided, however, that Covered Shares shall not include any Company Common Stock that Shareholder sells or otherwise disposes of following the date of this Agreement as and to the extent expressly permitted hereby;

WHEREAS, the Shareholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholder set forth in this Agreement and would not enter into the Merger Agreement if Shareholder did not enter into this Agreement.

AGREEMENTS

Section 1. Agreement to Vote. Prior to the Termination Date, Shareholder, in its capacity as a shareholder of the Company, irrevocably and unconditionally agrees that at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, Shareholder shall (a) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, if any and (b) vote, or cause to be voted at such meeting, all Covered Shares owned as of the record date for such meeting of the shareholders (i) in favor of the Merger, the approval of the Merger Agreement and the other transactions contemplated in the Merger Agreement and (ii) against the following actions (other than the Merger, the Merger Agreement and the other transactions contemplated thereby): (A) any Acquisition Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person and (C) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement (collectively, the “Covered Proposals”). Except as expressly set forth in this Section 1 with respect to Covered Proposals, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company.

Section 2. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) IF SHAREHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE ACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THEN SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO COVERED PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SHAREHOLDER WITH RESPECT TO THE COVERED SHARES.

(b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Section 3. No Inconsistent Agreements. Shareholder hereby represents, covenants and agrees that, except as contemplated by this Agreement, Shareholder (a) has not entered into,

and shall not enter into at any time prior to the Termination Date, any voting agreement or voting trust with respect to any Covered Shares and (b) has not granted any currently effective proxy or power of attorney with respect to any Covered Shares, and shall not grant at any time prior to the Termination Date any proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with Shareholder’s obligations under this Agreement.

Section 4. Termination. This Agreement shall automatically terminate without any action by any party hereto and shall be of no further force and effect upon the earliest to occur of (a) the Closing, (b) the termination of the Merger Agreement in accordance with its terms, (c) the completion of the Company Shareholders Meeting and the inspectors’ certification of the voting results thereat, (d) a Recommendation Withdrawal made in accordance with the terms of the Merger Agreement, (e) the effectiveness of any amendment, modification or supplement to the Merger Agreement or waiver under the Merger Agreement, in each case, where such amendment, modification, supplement or waiver would decrease, or change the form of, the consideration to be received under the Merger Agreement by holders of Company Common Stock, would extend the Termination Date, would impose any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Merger, would affect, in a manner adverse to Shareholder, any of the material terms of Article I (The Merger; Certain Related Matters), Section 5.2 (No Solicitation), Article VI (Conditions), or Article VII (Termination) of the Merger Agreement, or the defined terms used in such Sections or Articles of the Merger Agreement, or would otherwise be materially adverse to Shareholder and (f) written notice of termination of this Agreement by Parent to the Shareholder (such earliest date being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections 8 and 12 to 23 shall survive the termination of this Agreement; provided further, that any liability incurred by any party hereto as a result of a willful and material breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 5. Representations and Warranties of the Shareholder. Shareholder hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows:

(a) Shareholder is the beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of all Liens that would materially and adversely affect the ability of Shareholder to perform its obligations under this Agreement other than as created by this Agreement and pursuant to applicable securities Laws. As of the date hereof, other than the Owned Shares (and any equity awards relating thereto, including any Class B Units), Shareholder does not own beneficially or of record any shares of capital stock (including common shares of beneficial interest) or voting securities of the Company.

(b) Shareholder has all requisite entity power and authority to execute and deliver this Agreement and to perform Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Shareholder for the execution, delivery and performance of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Shareholder nor the consummation by Shareholder of the transactions contemplated hereby nor compliance by Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Shareholder pursuant to, any Contract to which Shareholder is a party or by which Shareholder or any property or asset of Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Shareholder or any of Shareholder’s properties or assets, in each case other than as would not restrict, prohibit or impair the exercise by Parent or Merger Sub of its rights under this Agreement or have an adverse effect on Shareholder’s ability to perform its obligations hereunder.

(d) As of the date of this Agreement, there is no litigation pending against Shareholder, or, to the knowledge of Shareholder, threatened against Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent or Merger Sub of its rights under this Agreement or the performance by Shareholder of Shareholder’s obligations under this Agreement.

(e) Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement and the representations and warranties of Shareholder contained herein.

Section 6. Restrictions on Transfer. Shareholder hereby covenants and agrees as follows:

(a) Prior to the Termination Date, and except as contemplated hereby, Shareholder shall not (i) (x) tender any Covered Shares into any tender or exchange offer, (y) sell, transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any Contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), or (z) grant any proxies or powers of attorney with respect to any Covered Shares, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (ii) knowingly take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Shareholder from performing Shareholder’s obligations under this Agreement; provided, however, that, notwithstanding the foregoing or any other provision in this Agreement, (x) on the first Business Day after the later to occur of the mailing of the Proxy Statement or the record date for the meeting of the shareholders convened for the purposes as set forth in Section 1 above, Shareholder may sell any Covered Shares by open market sales on a national securities exchange or via negotiated transactions with licensed brokers or investment banking firms if at the time of such sale each of the quoted price of Company Common Stock and the sale price in such sale (without giving effect to any commission or fee) are less than the Merger Consideration,

provided, that Shareholder has performed its obligations under Section 1 by voting such Covered Shares by proxy on the Covered Proposals set forth in the Proxy Statement and that such proxy is not revoked and cannot be revoked by the transferee following such sale, (y) Shareholder may Transfer any Covered Shares if the transferee in such Transfer has entered into, or simultaneously therewith enters into, a voting agreement with Parent and Merger Sub on substantially the same terms of this Agreement and (z) Shareholder may Transfer any Covered Shares if Parent and Merger Sub have provided their express written consent thereto; provided, further, that nothing contained herein shall prohibit any Transfer (a) caused by a client of Shareholder unilaterally terminating its advisory agreement and/or managed account relationship with Shareholder, (b) to any member of Shareholder’s immediate family, or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family, so long as the permitted transferee executes a joinder to this Agreement pursuant to which such transferee agrees to become a party hereto and be subject to the restrictions applicable to Shareholder hereunder, or (c) by an officer or director of the Company to the Company to pay tax withholding required in connection with the vesting of restricted stock or performance share awards pursuant to the Company’s Amended and Restated 2015 Equity Incentive Plan. Any Transfer in violation of this Section 6(a) shall be null and void ab initio. To the extent a Transfer is permitted under this Agreement, such Transfer shall comply with all applicable Laws.

(b) Prior to the Termination Date, in the event that Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Company Common Stock or other voting interests with respect to the Company, such Company Common Stock or other voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Company Common Stock held by Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such Company Common Stock or other voting interests shall automatically become subject to the terms of this Agreement. Shareholder shall promptly notify Parent in writing of any such event.

(c) Shareholder hereby waives all right to dissent or seek appraisal under the TBCA or otherwise exercise any appraisal rights with respect to all of Shareholder’s Covered Shares owned (beneficially or of record) by Shareholder in connection with the Merger, the Merger Agreement and the other transactions contemplated therein.

(d) Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prevent Shareholder from complying with its disclosure obligations under applicable Laws.

Section 7. Shareholder Capacity. This Agreement is being entered into by Shareholder solely in Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal.

Section 8. Disclosure. Shareholder hereby authorizes Parent, Merger Sub and the Company to publish and disclose in any announcement or disclosure required by the SEC or in

the Proxy Statement Shareholder’s identity and ownership of the Covered Shares, this Agreement and the nature of Shareholder’s obligations under this Agreement, in each case, to the extent required by applicable Law.

Section 9. Further Assurances. From time to time, at the request of Parent and without further consideration, Shareholder shall use its commercially reasonable efforts to take such further action as may reasonably be deemed by Parent to be necessary to consummate and make effective the transactions contemplated by this Agreement.

Section 10. Non-Survival of Representations and Warranties. The representations and warranties of the Shareholder contained herein shall not survive the Termination Date.

(i)

If to Parent or Merger Sub:

SPB Hospitality LLC

19219 Katy Freeway

Suite 500

Houston, Texas 77094

Attention: James Mazany

Email: jim.mazany@SPBHospitality.com

with a copy (which shall not constitute notice) to:

Hunton Andrews Kurth LLP

951 E. Byrd Street

Riverfront Plaza, East Tower

Richmond, Virginia 23219

Attention: Steven M. Haas

Email: shaas@huntonak.com

(ii)

If to Shareholder:

As set forth on Schedule A hereto, in each case with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: F. Mitchell Walker, Jr.

Email: MWalker@bassberry.com

Section 16. Relationship Among the Parties. This Agreement is intended to create a contractual relationship among the Shareholder, on the one hand, and Parent and Merger Sub, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any similar relationship among the parties hereto. Without limiting the generality of the foregoing, none of Shareholder or Parent or Merger Sub, by entering into this Agreement, intends to form a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law (including the TBCA) with Parent or Merger Sub or any other shareholder of the Company. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Shareholder, and, except as expressly provided herein, Parent and Merger Sub shall have no authority to direct Shareholder in the voting or disposition of any of the Covered Shares. Parent and Merger Sub shall not be deemed to be the beneficial owner of any Covered Shares by virtue of this Agreement.

Section 17. Governing Law and Venue; Waiver of Jury Trial.

Section 23. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

[Signature Page Follows]

IN WITNESS WHEREOF, Parent, Merger Sub and the Shareholder have caused to be executed or executed this Agreement as of the date first written above.


Parent:

SPB Hospitality LLC

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

Merger Sub:

Titan Merger Sub, Inc.

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

[Signature Page to Voting Agreement]


Shareholder:

Newport Global Opportunities Fund I-A LP

By: Newport Global Advisors, L.P.
Its: Investment Manager

By: Newport Global Advisors LLC
Its: General Partner

By:		/s/ Timothy T. Janszen
Name:		Timothy T. Janszen
Title:		Chief Executive Officer

[Signature Page to Voting Agreement]

Schedule A

Shareholder Name and Notice Information

Number of Shares

Newport Global Opportunities Fund I-A LP

21 Waterway Avenue, Suite 150
The Woodlands, TX 77380

1,627,991

EX-4 4 d190622dex4.htm EX-4 EX-4

Exhibit 4

Execution Version

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of July 2, 2021, is entered into by and among SPB Hospitality LLC, a Delaware limited liability company (“Parent”), Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholder of J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), listed on Schedule A hereto (“Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

RECITALS

AGREEMENTS

Section 2. Grant of Irrevocable Proxy; Appointment of Proxy.

(b) The proxy granted in this Section 2 shall expire automatically upon the termination of this Agreement.

Section 3. No Inconsistent Agreements. Shareholder hereby represents, covenants and agrees that, except as contemplated by this Agreement, Shareholder (a) has not entered into, and shall not enter into at any time prior to the Termination Date, any voting agreement or voting trust with respect to any Covered Shares and (b) has not granted any currently effective proxy or power of attorney with respect to any Covered Shares, and shall not grant at any time prior to the Termination Date any proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with Shareholder’s obligations under this Agreement.

Section 4. Termination. This Agreement shall automatically terminate without any action by any party hereto and shall be of no further force and effect upon the earliest to occur of (a) the Closing, (b) the termination of the Merger Agreement in accordance with its terms, (c) the completion of the Company Shareholders Meeting and the inspectors’ certification of the voting results thereat, (d) a Recommendation Withdrawal made in accordance with the terms of the Merger Agreement, (e) the effectiveness of any amendment, modification or supplement to the Merger Agreement or waiver under the Merger Agreement, in each case, where such amendment, modification, supplement or waiver would decrease, or change the form of, the consideration to be received under the Merger Agreement by holders of Company Common Stock, would extend the Termination Date, would impose any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Merger, would affect, in a manner adverse to Shareholder, any of the material terms of Article I (The Merger; Certain Related Matters), Section 5.2 (No Solicitation), Article VI (Conditions), or Article VII (Termination) of the Merger Agreement, or the defined terms used in such Sections or Articles of the Merger Agreement, or would otherwise be materially adverse to Shareholder and (f) written notice of termination of this Agreement by Parent to the Shareholder (such earliest date being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections 8 and 12 to 23 shall survive the termination of this Agreement; provided further, that any liability incurred by any party hereto as a result of a willful and material breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 5. Representations and Warranties of the Shareholder. Shareholder hereby represents and warrants to Parent and Merger Sub as of the date hereof as follows:

(c) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Shareholder for the execution, delivery and performance of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by Shareholder nor the consummation by Shareholder of the transactions contemplated hereby nor compliance by Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Shareholder pursuant to, any Contract to which Shareholder is a party or by which Shareholder or any property or asset of Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Shareholder or any of Shareholder’s properties or assets, in each case other than as would not restrict, prohibit or impair the exercise by Parent or Merger Sub of its rights under this Agreement or have an adverse effect on Shareholder’s ability to perform its obligations hereunder.

Section 6. Restrictions on Transfer. Shareholder hereby covenants and agrees as follows:

(d) Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prevent Shareholder from complying with its disclosure obligations under applicable Laws.

Section 8. Disclosure. Shareholder hereby authorizes Parent, Merger Sub and the Company to publish and disclose in any announcement or disclosure required by the SEC or in the Proxy Statement Shareholder’s identity and ownership of the Covered Shares, this Agreement and the nature of Shareholder’s obligations under this Agreement, in each case, to the extent required by applicable Law.

Section 10. Non-Survival of Representations and Warranties. The representations and warranties of the Shareholder contained herein shall not survive the Termination Date.

(i) If to Parent or Merger Sub:

SPB Hospitality LLC

19219 Katy Freeway

Suite 500

Houston, Texas 77094

Attention: James Mazany

Email: jim.mazany@SPBHospitality.com

with a copy (which shall not constitute notice) to:

Hunton Andrews Kurth LLP

951 E. Byrd Street

Riverfront Plaza, East Tower

Richmond, Virginia 23219

Attention: Steven M. Haas

Email: shaas@huntonak.com

(ii) If to Shareholder:

As set forth on Schedule A hereto, in each case with a copy (which shall not constitute notice) to:

Bass, Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: F. Mitchell Walker, Jr.

Email: MWalker@bassberry.com

in the voting or disposition of any of the Covered Shares. Parent and Merger Sub shall not be deemed to be the beneficial owner of any Covered Shares by virtue of this Agreement.

Section 17. Governing Law and Venue; Waiver of Jury Trial.

Section 23. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

[Signature Page Follows]

IN WITNESS WHEREOF, Parent, Merger Sub and the Shareholder have caused to be executed or executed this Agreement as of the date first written above.


Parent:

SPB Hospitality LLC

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

Merger Sub:

Titan Merger Sub, Inc.

By:		/s/ James Mazany
Name:		James Mazany
Title:		Chief Executive Officer

[Signature Page to Voting Agreement]


Shareholder:

Ancora Holdings Inc.

By:		/s/ Frederick DiSanto
Name:		Frederick DiSanto
Title:		Chairman and Chief Executive Officer

[Signature Page to Voting Agreement]

Schedule A


Shareholder Name and Notice Information		Number of Shares
Ancora Holdings, Inc. 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 44124 Attention: Jason Geers Email:jgeers@ancora.net			1,133,305

With a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019
Attention:	Steve Wolosky Ryan Nebel
Email:	swolosky@olshanlaw.com rnebel@olshanlaw.com

EX-5 5 d190622dex5.htm EX-5 EX-5

Exhibit 5

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning such person contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is inaccurate.


Dated: July 12, 2021	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

Dated: July 12, 2021	DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	FIG LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: General Counsel


Dated: July 12, 2021	FORTRESS OPERATING ENTITY I LP

	By: FIG Corp., its general partner

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FIG CORP.

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	FORTRESS INVESTMENT GROUP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary & General Counsel

Dated: July 12, 2021	DBFLF CFTWE HOLDINGS L.P.

	By: DBFLF CFTWE GP LLC, its general partner

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	DBFLF CFTWE GP LLC

	By:	/s/ David N. Brooks
	Name: David N. Brooks
	Title: Secretary

Dated: July 12, 2021	SPB HOSPITALITY LLC

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President

Dated: July 12, 2021	SPB TITAN HOLDINGS, LLC

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President


Dated: July 12, 2021	TITAN MERGER SUB, INC.

	By:	/s/ Morgan J. McClure
	Name: Morgan J. McClure
	Title: President