SPB Hospitality LLC entered into an agreement to acquire J. Alexander's Holdings, Inc. (NYSE:JAX) from a group of shareholders for approximately $210 million on July 2, 2021. Under the terms of the transaction, J. Alexander's Holdings' shareholders will receive $14 in cash per share of common stock of the company. Each performance share award and restricted share award granted under J. Alexander's Holdings 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 J. Alexander's Holdings Common Stock subject to J. Alexander's Holdings Performance Share Award or J. Alexander's Holdings restricted share award, as applicable, and (2) the merger consideration, less any applicable taxes. As a result of the merger, J. Alexander's Holdings will survive as wholly owned subsidiary of SPB Hospitality. In connection with the merger agreement, SPB Hospitality entered into an equity commitment letter with Drawbridge Special Opportunities Fund LP for an aggregate amount of $230 million or provide sufficient cash to fund the transaction. SPB Hospitality will be required to pay a termination fee of $10 million if SPB Hospitality terminates the merger agreement. J. Alexander's Holdings will be required to pay a termination fee of $7.75 million if J. Alexander's Holdings terminates the merger agreement. The transaction is subject to approval by J. Alexander’s shareholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions. Certain of the J. Alexander’s officers, directors and shareholders including Newport Global Opportunities Fund I-A LP and Ancora Holdings LLC, holding, in the aggregate, over 20% of the outstanding shares of company, entered into a voting agreement with SPB Hospitality on July 2, 2021, pursuant to which they agreed, among other things, to vote their respective shares of company common stock in favor of the merger. The merger was approved by J. Alexander’s Board of Directors. The transaction is expected to be completed early in the fourth quarter of 2021. Piper Sandler & Co. acted as financial advisor and fairness opinion provider and F. Mitchell Walker of Bass, Berry & Sims PLC acted as legal counsel to J. Alexander’s and its Board of Directors. J.P. Morgan Securities LLC and Configure Partners LLC acted as financial advisors and Steven M. Haas of Hunton Andrews Kurth LLP acted as legal counsel to SPB Hospitality. Steve Wolosky and Ryan Nebel of Olshan Frome Wolosky LLP acted as legal advisor to Ancora Holdings LLC. Piper Sandler & Co. will receive a fee of $3.3 million for its services and $1 million will be paid for fairness opinion. Okapi Partners LLC acted as a proxy solicitor to J. Alexander's Holdings and Okapi will be paid approximately $10,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Jordan Myers, Chris Underwood andJonathan Edwards of Alston & Bird advised Synovus Bank, as administrative agent and a lender, in financing SPB Hospitality. SPB Hospitality LLC completed the acquisition of J. Alexander's Holdings, Inc. (NYSE:JAX) from a group of shareholders on September 30, 2021. The merger was overwhelmingly approved by J. Alexander's shareholders.