J. ALEXANDER'S HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
Transaction Structure; Merger Consideration
On
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share
of the Company's common stock, par value
The Merger Agreement provides that each option to purchase Company Common Stock granted under the Company's Amended and Restated 2015 Equity Incentive Plan (the "Company Stock Incentive Plan") outstanding immediately prior to the Effective Time (each, a "Company 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 Company Option and (2) the number of shares of Company Common Stock subject to such Company Option, less any applicable taxes. Any Company Options outstanding with exercise prices in excess of the per share Merger Consideration will be cancelled.
Each performance share award (each, a "Company Performance Share Award") and
restricted share award (each, a "Company Restricted Share Award") granted under
the Company 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 Company Common Stock
subject to the Company Performance Share Award or Company Restricted Share
Award, as applicable, and (2) the Merger Consideration, less any applicable
taxes. Each Class
The Board of Directors of the Company (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 Company and its shareholders, adopted and approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated thereby, including the Merger, directed that the Merger Agreement be submitted to the 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.
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Financing the Merger
In connection with the Merger Agreement, on
No Solicitation; Fiduciary-Out
Upon the Company's entry into the Merger Agreement, the Company became subject to exclusivity and "no shop" restrictions that restrict the Company'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 Company. Notwithstanding the foregoing restrictions, the no-shop restrictions are subject to a "fiduciary-out" provision that permits the Company to provide information to, and engage in discussions with, any third party regarding its acquisition proposal for the Company 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 Company's shareholders from a financial point of
view than the transaction with Parent;
• the Company provides prompt notice to Parent 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 Company must notify Parent promptly of any alternative acquisition proposal received by the Company or its representatives from any third party. The Board may not withdraw its recommendation in favor of the transaction with Parent, 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 Company's shareholders from a financial point of view than the transaction with Parent, after taking into account any revised offer made by Parent pursuant to its customary "matching" rights.
If, in accordance with the foregoing, (i) the Company enters into an alternative
acquisition agreement with respect to a superior proposal, prior to receipt of
the Company's shareholder approval, or (ii) Parent elects to terminate the
Merger Agreement as a result of a recommendation withdrawal by the Board or the
Company's entry into an alternative agreement, the Company will be required to
pay Parent a termination fee of
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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 Company'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 Parent's,
Merger Sub's, and the Company's representations and warranties (subject to
certain materiality qualifiers), (v) Parent's, Merger Sub's and the Company'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
The Merger Agreement contains customary representations and warranties made by
each of the Company, Merger Sub and Parent. 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
The Company 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 Parent.
Termination; Termination Fee; Expense Reimbursement
The Merger Agreement contains customary termination rights for each of the
Company and Parent. The parties may terminate the Merger Agreement by mutual
written consent at any time prior to the Effective Time. In addition, either the
Company or Parent may terminate the Merger Agreement (i) if the Merger has not
closed on or before
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The Company will be required to pay a termination fee of
Parent will be required to pay a termination fee of
Voting Agreements
In connection with the execution of the Merger Agreement, certain of the
Company's officers and directors and
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 2.1, 99.1, 99.2 and 99.3 and the terms of which are incorporated herein by reference.
Copies of the Merger Agreement and the Voting Agreements have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about the . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 2, 2021 , by and amongJ. Alexander's Holdings, Inc. ,SPB Hospitality LLC , andTitan Merger Sub, Inc. * 99.1 Voting Agreement, datedJuly 2, 2021 , by and among SPB Hospitality LLC,Titan Merger Sub, Inc. and Newport Global Opportunities Fund I-A LP* 99.2 Voting Agreement, datedJuly 2, 2021 , by and among SPB Hospitality LLC,Titan Merger Sub, Inc. andAncora Holdings, Inc. * 99.3 Voting Agreement, datedJuly 2, 2021 , by and among SPB Hospitality LLC,Titan Merger Sub, Inc. and certain directors and officers ofJ. Alexander's Holdings, Inc. * 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
omitted schedule or attachment to the
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