3//SEC Filing
FIG LLC 3
Accession 0000899243-21-028136
CIK 0001617227other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 7:47 PM ET
Size
20.9 KB
Accession
0000899243-21-028136
Insider Transaction Report
Form 3
Fortress Principal Investment Holdings IV LLC
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
FIG Corp.
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
Drawbridge Special Opportunities GP LLC
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
Fortress Investment Group LLC
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
FIG LLC
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
Fortress Operating Entity I LP
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001 per share
Footnotes (8)
- [F1]On July 2, 2021, J. Alexander's Holdings, Inc., a Tennessee corporation (the "Issuer"), entered into an agreement and plan of merger (the "Merger Agreement") with SPB Hospitality LLC, a Delaware limited liability company ("SPB Hospitality"), and Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of SPB Hospitality ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect, wholly-owned subsidiary of SPB Hospitality.
- [F2]In connection with the execution of the Merger Agreement, certain shareholders of the Issuer (the "Supporting Shareholders") entered into voting agreements with SPB Hospitality and Merger Sub (collectively, the "Voting Agreements") pursuant to which, among other things and subject to the terms and conditions therein, the Supporting Shareholders agreed to vote their respective shares of Common Stock, par value $0.001 per share, of the Issuer ("Common Stock"), in favor of the Merger. Copies of the Voting Agreements were filed as exhibits to the Schedule 13D filed by the Reporting Persons (as defined below) on July 12, 2021 (the "Schedule 13D").
- [F3]As a result of entering into the Voting Agreements, the Reporting Persons may be deemed to have beneficial ownership of an aggregate of 3,405,716 shares of Common Stock, excluding certain additional shares of Common Stock that may be acquired by certain of the Supporting Shareholders in the event that any such Supporting Shareholder exercises certain stock options or elects to exchange certain securities of a subsidiary of the Issuer, as further described in the Schedule 13D.
- [F4]Drawbridge Special Opportunities Fund LP, a Delaware limited partnership ("DBSO") may be deemed to beneficially own Common Stock by virtue of its indirect ownership of SPB Hospitality and Merger Sub. Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company ("DBSO Advisors"), is the investment advisor to DBSO. Drawbridge Special Opportunities GP LLC, a Delaware limited liability company ("DBSO GP"), is the general partner of DBSO. FIG LLC, a Delaware limited liability company ("FIG LLC"), is the parent of DBSO Advisors. Fortress Principal Investment Holdings IV LLC ("FPI IV"), a Delaware limited liability company, is the managing member of DBSO GP. Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the sole owner of FIG LLC and FPI IV. FIG Corp., a Delaware corporation ("FIG Corp."), is the general partner of FOE I. Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), is the sole owner of FIG Corp.
- [F5](Continued from Footnote 4) DBFLF CFTWE Holdings L.P., a Delaware limited partnership ("CFTWE Holdings"), is the sole owner of SPB Hospitality. DBFLF CFTWE GP LLC, a Delaware limited liability company ("CFTWE GP"), is the general partner of CFTWE Holdings. SPB Hospitality is the sole owner of SPB Titan Holdings, LLC, a Delaware limited liability company ("Titan Holdings"). Titan Holdings is the sole owner of Merger Sub. DBSO, DBSO Advisors, DBSO GP, FIG LLC, FPI IV, FOE I, FIG Corp., Fortress, CFTWE Holdings, CFTWE GP, SPB Hospitality, Titan Holdings and Merger Sub are referred to herein as the "Reporting Persons."
- [F6]Because the number of Reporting Persons exceeds ten, DBSO, SPB Hospitality, Titan Holdings and Merger Sub are filing an additional, substantially identical Form 3 concurrently with the filing of this Form 3.
- [F7]The Reporting Persons are filing this Form 3 solely to the extent it may be required by federal securities laws in connection with the Supporting Shareholders' obligations under the Voting Agreements, and neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any shares of Common Stock and any such beneficial ownership is expressly denied.
- [F8]None of the Reporting Persons has any pecuniary interest in any shares of Common Stock.
Documents
Issuer
J. Alexander's Holdings, Inc.
CIK 0001617227
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001245521
Filing Metadata
- Form type
- 3
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 7:47 PM ET
- Size
- 20.9 KB