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J. Alexander’s Holdings, Inc. to Be Acquired by SPB Hospitality LLC

The transaction is expected to be completed early in the fourth quarter of 2021.

J. Alexander’s Holdings, Inc. (the “Company” or “J. Alexander’s”), owner and operator of J. Alexander’s Restaurant, Redlands Grill, Stoney River Steakhouse and Grill and selected other restaurants, announced that the Company entered into a merger agreement under which SPB Hospitality LLC (“SPB Hospitality”) will acquire the Company in an all cash transaction valued at approximately $220 million. The Company’s shareholders will receive $14.00 in cash per share of common stock of the Company, representing a 78% percent premium to the closing share price on February 9, 2021, the last trading day prior to the Company’s announcement of its commitment to completing the strategic alternatives process, and a premium of approximately 14% to the price on ­July 1, 2021.

Certain of the Company’s officers, directors and shareholders including Newport Global Opportunities Fund I-A LP and Ancora Holdings LLC, holding, in the aggregate, as of July 1, 2021, over 20% of the outstanding shares of Company common stock, entered into a voting agreement with SPB Hospitality 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 following a review of a wide range of strategic alternatives, which was first announced in August 2019, and continued in 2020 (until the onset of the pandemic) and 2021. The transaction is expected to be completed early in the fourth quarter of 2021, 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.

Lonnie J. Stout II, Executive Chairman of the Board of Directors, said, “Our board evaluated a full range of strategic, financial and capital structure alternatives to best serve the interests of our shareholders. After a thorough evaluation and strategic process, the Board is confident that this transaction provides excellent value to our shareholders.”

Mark A. Parkey, President and Chief Executive Officer, added, “The merger transaction will provide liquidity at a significant premium for our shareholders while providing a home for our concepts, our employees, and our loyal guests with SPB Hospitality.”

“We are honored to acquire these storied brands and look forward to welcoming this experienced team into the SPB family,” said SPB Hospitality Chief Executive Officer, Jim Mazany. “Lonnie and Mark are true pioneers and respected leaders in the industry. Partnering with the Company to harness the power of these brands is an incredible opportunity.”

Piper Sandler & Co. acted as financial advisor and 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 served as financial advisors and Hunton Andrews Kurth LLP served as legal counsel to SPB Hospitality.

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