Initial Statement of Beneficial Ownership (3)
July 12 2021 - 6:48PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Fortress Investment Group LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/2/2021
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3. Issuer Name and Ticker or Trading Symbol
J. Alexander's Holdings, Inc. [JAX]
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) ___X___ Other (specify below)
/ See Footnotes 1-8 Below |
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(Street)
NEW YORK, NY 10105
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock, par value $0.001 per share | 0 (1)(2)(3)(4)(5)(6)(7)(8) | I | See Footnotes (1)(2)(3)(4)(5)(6)(7)(8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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"). |
| (3) | 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. |
| (4) | 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. |
| (5) | (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." |
| (6) | 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. |
| (7) | 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. |
| (8) | None of the Reporting Persons has any pecuniary interest in any shares of Common Stock. |
Remarks:
On the basis of SPB Hospitality and Merger Sub's entry into the Voting Agreements, the Reporting Persons may be deemed members of a "group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of Common Stock. Each of the Reporting Persons disclaims membership in any such group. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
Drawbridge Special Opportunities GP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
Fortress Principal Investment Holdings IV LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
FIG Corp.
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
| X |
| See Footnotes 1-8 Below |
Signatures
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| FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| FIG LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| FORTRESS OPERATING ENTITY I LP, By: FIG Corp., its general partner, By: /s/ David N. Brooks, Name: David N. Brooks, Title: General Counsel | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| FIG CORP., By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary & General Counsel | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| DBFLF CFTWE HOLDINGS L.P., By: DBFLF CFTWE GP LLC, its general partner, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary | | 7/12/2021 |
| **Signature of Reporting Person | Date |
| DBFLF CFTWE GP LLC, By: /s/ David N. Brooks, Name: David N. Brooks, Title: Secretary | | 7/12/2021 |
| **Signature of Reporting Person | Date |
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