Form DEFA14A J. Alexander's Holdings,

January 30, 2018 5:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2018

J. Alexander’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Tennessee

001-37473

47-1608715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN				37203
(Address of Principal Executive Offices)				(Zip Code)

(615) 269-1900

Registrant’s telephone number, including area code

Not applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01

Entry Into a Material Definitive Agreement

Amendment of Merger Agreement with 99 Restaurants, LLC

On January 30, 2018, J. Alexander’s Holdings, Inc., a Tennessee corporation (“the “Company”), executed an Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated August 3, 2017 (the “Merger Agreement”), by and among the Company, J. Alexander’s Holdings, LLC, a Delaware limited liability company, Nitro Merger Sub, Inc., a Tennessee corporation, Cannae Holdings, LLC f/k/a Fidelity National Financial Ventures, LLC, a Delaware limited liability company, Fidelity Newport Holdings, LLC, a Delaware limited liability company and 99 Restaurants, LLC, a Delaware limited liability company. Pursuant to the Amendment, it is no longer a condition to the closing of the transactions contemplated by the Merger Agreement (the “Transactions”) that the Company obtain shareholder approval to amend Section 13 of the Company’s Amended and Restated Charter (the “Charter”) to remove the applicability of the Tennessee Control Share Acquisition Act (“CSAA”), which requires the affirmative vote of holders of 66 2/3 percent of the outstanding shares of the Company’s Common Stock. The CSAA proposal remains on the ballot but the approval of the CSAA proposal is no longer a condition to the consummation of the Transactions. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On January 30, 2018, the Company issued a press release announcing that the Special Meeting of the Company’s Shareholders (the “Special Meeting”) held on January 30, 2018 at 2:00 PM Central Standard Time was convened and adjourned, without any formal business being conducted other than the adjournment, to allow additional time for shareholders to consider the supplementary information in the Amendment and the Second Supplement to the Proxy Statement filed with the Securities and Exchange Commission on January 30, 2018 and to solicit more votes from shareholders. At the Special Meeting, Lonnie J. Stout II, the Company’s Chief Executive Officer and Chair of the Special Meeting, announced that the Special Meeting would reconvene on February 1, 2018 at 2 p.m., Central Standard Time, at the same location, Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee 37203. There was no change to the Record Date.

Item 8.01. Other Events.

The disclosures in Item 1.01 and Item 5.07 hereof are repeated and restated herein. A copy of the press release announcing the execution of the Amendment and the adjournment of the Special Meeting is attached hereto as Exhibit 99.1.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor established under the Private Securities Litigation Reform Act of 1995, J. Alexander’s Holdings, Inc. (the “Company,” “J. Alexander’s” or “JAX”) cautions that certain information contained or incorporated by reference in this report and its other filings with the Securities and Exchange Commission (the “SEC”), in its press releases and in statements made by or with the approval of authorized personnel is forward-looking information that involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained herein. Forward-looking statements discuss the Company’s current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “would,” “can,” “should,” “likely,” “anticipate,” “potential,” “estimate,” “pro forma,” “continue,” “expect,” “project,” “intend,” “seek,” “plan,” “believe,” “target,” “outlook,” “forecast,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements include all statements that do not relate solely to historical or current facts, including statements regarding the Company’s expectations, intentions or strategies and regarding the future. The Company disclaims any intent or obligation to update these forward-looking statements.

Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, among other things: the fact that certain directors and executive officers of the Company and 99 Restaurants, LLC (“99 Restaurants”) may have interests in the transactions that are different from, or in addition to, the interests of the Company’s shareholders generally; uncertainties as to whether the requisite approvals of the Company’s shareholders will be obtained; the risk of shareholder litigation in connection with the transactions and any related significant costs of defense, indemnification and liability; the possibility that competing offers will be made; the possibility that various closing conditions for the transactions may not be satisfied or waived; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including circumstances that may give rise to the payment of a termination fee by the Company; the effects of disruptions to respective business operations of the Company or 99 Restaurants resulting from the transactions, including the ability of the combined company to retain and hire key personnel and maintain relationships with suppliers and other business partners; the risks associated with the future performance of the business of 99 Restaurants; the risks of integration of the business of 99 Restaurants and the possibility that costs or difficulties related to such integration of the business of 99 Restaurants will be greater than expected; the risk that the Company may not be able to obtain borrowing pursuant to an amendment of its existing credit facility on favorable terms, or at all, in order to repay the debt assumed in connection with the consummation of the transactions; the possibility that the anticipated benefits and synergies from the proposed transactions cannot be fully realized or may take longer to realize than expected; the fact that the Company has incurred and will continue to incur substantial transaction-related costs; and the fact that the transactions will dilute the Company’s economic interest in certain operating subsidiaries of the Company, and any increase in total revenue, income and cash flows of such operating subsidiaries as a result of the transactions may not outweigh such dilution. Further, the business of 99 Restaurants and the business of the Company remain subject to a number of general risks and other factors that may cause actual results to differ materially. There can be no assurance that the proposed transactions will in fact be consummated.

Additional information about these and other material factors or assumptions underlying such forward looking statements are set forth in the reports that the Company files from time to time with the SEC, including those items listed under the “Risk Factors” heading in Item 1.A of the Company’s Annual Report on Form 10-K for the year ended January 1, 2017, and in its subsequent Quarterly Reports on Form 10-Q, including for the quarters ended October 1, 2017, July 2, 2017, and April 2, 2017. The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the contemplated transactions, are more fully discussed in the definitive proxy statement filed with the SEC on December 21, 2017, as supplemented. These forward-looking statements reflect the Company’s expectations as of the date of this communication. The Company disclaims any intent or obligation to update these forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

The Company cautions shareholders and other interested parties that certain statements and assumptions included in this document include, make reference to, or otherwise rely on historical results of financial operations and projected financial information of 99 Restaurants as reported to us by 99 Restaurant’s management team without our independent verification.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

STATEMENT AND ACCOMPANYING WHITE PROXY CARD REGARDING THE PROPOSED MERGER , AS SUPPLEMENTED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY FURTHER AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other filings containing information about the Company at the SEC’s website at www.sec.gov. The definitive proxy statement and the other filings may also be obtained free of charge at the Company’s “Investor Relations” website at investor.jalexandersholdings.com under the tab “More” and then under the tab “SEC Filings.”

PARTICIPANTS IN THE SOLICITATION

The Company and certain of its respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed merger. Information about the directors and executive officers of the Company and their ownership of Company common stock is set forth in the proxy statement for the Company’s 2017 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 11, 2017, and the definitive proxy statement for the Company’s meeting of shareholders to vote on the proposed merger, as filed with the SEC on December 21, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transactions are included in the above-referenced definitive proxy statement regarding the proposed merger. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit 2.1		Amendment No. 1 to Agreement and Plan of Merger by and among J. Alexander’s Holdings, Inc., J. Alexander’s Holdings, LLC, Nitro Merger Sub, Inc., Cannae Holdings, LLC f/k/a Fidelity National Financial Ventures, LLC, Fidelity Newport Holdings, LLC and 99 Restaurants, LLC, dated as of January 30, 2018

Exhibit 99.1		Press Release, dated January 30, 2018, issued by J. Alexander’s Holdings, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	J. Alexander’s Holdings, Inc.

Date: January 30, 2018	By:	/s/ Mark A. Parkey
		Mark A. Parkey
		Chief Financial Officer & Executive Vice President

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 30, 2018, is made and entered into by and among J. Alexander’s Holdings, Inc., a Tennessee corporation (“Parent”), J. Alexander’s Holdings, LLC, a Delaware limited liability company and a direct, majority-owned subsidiary of Parent (“Purchaser”), Nitro Merger Sub, Inc., a Tennessee corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Cannae Holdings, LLC (formerly known as Fidelity National Financial Ventures, LLC), a Delaware limited liability company (“Cannae”), Fidelity Newport Holdings, LLC, a Delaware limited liability company (“FNH” and together with Cannae, the “Sellers”), and 99 Restaurants, LLC, a Delaware limited liability company (the “Company”). Parent, Purchaser, Merger Sub, Cannae, FNH and the Company are referred to as the “Parties.”

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of August 3, 2017 (the “Merger Agreement”);

WHEREAS, in connection with the Transactions, (i) Cannae has agreed to purchase all outstanding revolving and term loans, and assume all revolving lending commitments, under the Seller Credit Agreement in favor of Wells Fargo Bank, National Association (“WFB”), and the lenders party thereto (the “Purchased Debt”), which Seller Credit Agreement is guaranteed by all Subsidiaries of ABRH (including the Company and its Subsidiaries), (ii) WFB is resigning from its role as administrative agent under the Seller Credit Agreement, and (iii) Cannae, as the resulting sole lender, is appointing itself as the successor administrative agent under the Seller Credit Agreement;

WHEREAS, in connection with the Transactions, Cannae has agreed to cause the Company to assume, as the direct borrower, $60,000,000 (the “Assumed Debt”) of the term loan obligations under the Seller Credit Agreement (such assumption is defined below as the Company Debt Assumption), and the Company and its Subsidiaries will be released from their guaranty and collateral obligations with respect to the remainder of the obligations under the Seller Credit Agreement (the “Remaining Debt”), thereby bifurcating the obligations under the Seller Credit Agreement; and

WHEREAS, in order to implement such bifurcation of the obligations under the Seller Credit Agreement, Cannae, ABRH and the Company are entering into that certain Loan Bifurcation and Modification Agreement, pursuant to which the bifurcated debt will become evidenced by (i) that certain Amended and Restated Bifurcated 99 Credit Agreement with respect to the Assumed Debt, under which the Company will be the direct borrower and all Subsidiaries of the Company will be guarantors (such credit agreement is defined below as the 99 Credit Agreement) and (ii) that certain Amended and Restated Bifurcated ABRH Credit Agreement with respect to the Remaining Debt, under which ABRH will be the direct borrower and all Subsidiaries of ABRH (excluding the Company and its subsidiaries) will be guarantors; and

WHEREAS, in furtherance of the foregoing and in accordance with Section 11.8 of the Merger Agreement, the Parties desire to amend the Merger Agreement and agree as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

Section 1.1 Defined Terms. All capitalized terms, unless otherwise defined or amended herein, shall have the meaning given to them in the Merger Agreement.

Section 1.2 Amendments. The Merger Agreement is hereby amended as follows:

(a) Section 1.1 is deleted in its entirety and replaced with the following:

“Section 1.1 The Pre-Closing Transactions. Immediately prior to the Closing, (a) FNH shall cause its Subsidiaries to distribute the Company Membership Interest as of the date hereof to each such Subsidiary’s sole member, as a result of which the Company shall become a direct, wholly-owned Subsidiary of FNH (the “Reorganization”), (b) immediately following the Reorganization, Cannae shall contribute to the Company $40,000,000.00 in exchange for membership interest in the Company and FNFV shall be admitted as a member of the Company, in accordance with the terms of the Company LLC Agreement (the “Contribution”) and (c) FNH shall, and shall cause its relevant Subsidiaries to, assign to the Company, and the Company shall assume, $60,000,000.00 in principal amount outstanding under the 99 Credit Agreement (the “Company Debt Assumption” and, together with the Reorganization and the Contribution, the “Pre-Closing Transactions”).

(b) Section 1.8(a)(x) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“(x) evidence, in form reasonably acceptable to the Purchaser Entities, of (i) the assignment to, and assumption by, Cannae of the Purchased Debt, (ii) the resignation by Wells Fargo Bank, National Association, of its role as administrative agent under the Seller Credit Agreement, (iii) the appointment of Cannae as successor administrative agent under the Seller Credit Agreement, (iv) the execution of the 99 Credit Agreement (and any related guaranty and collateral documents), and (iv) a pay-off letter executed by Cannae (as administrative agent under the 99 Credit Agreement), providing for the repayment in full of the Assumed Debt by payment of $60,000,000.00 by the Company or its successor to Cannae as administrative agent, which payoff letter shall provide that, upon receipt of such amount in immediately available U.S. funds by Cannae, all security interests granted by the Company and its Subsidiaries to secure the obligations under the 99 Credit Agreement are automatically deemed to be terminated and released (and authorizing the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of such security interests) and all obligations of the Company and its Subsidiaries under the 99 Credit Agreement (and any related guaranty and collateral documents) are terminated;”

(d) The following definition is added to Section 11.12 of the Merger Agreement (in the correct alphabetical order):

““99 Credit Agreement” means that certain Amended and Restated Bifurcated 99 Credit Agreement, to be entered into on or about February 1, 2018 and prior to the Closing, by and among Cannae Holdings, LLC, a Delaware limited liability company, as administrative agent for the lenders party thereto, and 99 Restaurants, LLC, a Delaware limited liability company, as borrower, and the lenders party thereto, in substantially the form of the Seller Credit Agreement, with appropriate modifications to provide for solely a single term loan to the Company in the aggregate amount of $60,000,000.00 as of the Effective Time.”

(e) A new Section 6.19 is added with the following language:

“Section 6.19. Notwithstanding anything to the contrary in the Agreement, including the definition of Parent Shareholder Approvals, the parties agree that it shall not be a condition precedent to the Transactions that Parent Shareholder Approvals be obtained with respect to amending Section 13 of the Parent Charter to remove the applicability of §48-103-301 — §48-103-312 of the Tennessee Business Corporation Act.”

Section 1.3 No Other Modifications. Except as expressly set forth herein, the terms and provisions of the Merger Agreement remain unmodified and in full force and effect. This Amendment and the Merger Agreement shall be read together as one agreement.

Section 1.4 Miscellaneous. Sections 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, and 11.10 of the Merger Agreement are hereby incorporated into this Amendment mutatis mutandis.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have duly executed this Amendment No. 1 to Agreement and Plan of Merger as of the date first above written.


J. ALEXANDER’S HOLDINGS, INC.

By:		/s/ Lonnie J. Stout II
Name:		Lonnie J. Stout II
Title:		President and Chief Executive Officer

J. ALEXANDER’S HOLDINGS, LLC

By:		/s/ Lonnie J. Stout II
Name: Title:		Lonnie J. Stout II Chief Executive Officer, President and Manager

NITRO MERGER SUB, INC.

By:		/s/ Lonnie J. Stout II
Name:		Lonnie J. Stout II
Title:		President

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]


CANNAE HOLDINGS, LLC

By:		/s/ Michael L. Gravelle
Name:		Michael L. Gravelle
Title:		Managing Director, General Counsel and Corporate Secretary

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]


FIDELITY NEWPORT HOLDINGS, LLC

By:		/s/ Brent B. Bickett
Name:		Brent B. Bickett
Title:		Manager

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]


99 RESTAURANTS, LLC

By:		/s/ Goodloe M. Partee
Name:		Goodloe M. Partee
Title:		General Counsel

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 99.1

LOGO

J. ALEXANDER’S ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF SHAREHOLDERS

Expected to Reconvene Thursday, February 1 at 2 PM CT

Approval of Proposal 4, removing Tennessee Control Share Acquisition Act from Charter, No Longer a Condition to Closing

NASHVILLE, Tenn., January 30, 2018 – J. Alexander’s Holdings, Inc. (NYSE: JAX) (“J. Alexander’s”) today announced that the Special Meeting of Shareholders has been adjourned for two days. The shareholder meeting is expected to reconvene on February 1, 2018 at 2:00 PM CT at the Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee, 37203.

“Recently, Fidelity Newport Holdings, LLC and Cannae Holdings, LLC proposed and we agreed that Proposal 4 in our proxy statement regarding removing the Tennessee Control Share Acquisition Act provision from J. Alexander’s Charter, will no longer be required for closing, pursuant to an amendment to the Merger Agreement. We believe that this change is favorable to our shareholders to allow them to decide whether to remove the Control Share Acquisition Act provision from the Charter but not maintain this condition to the Merger closing. This will allow the closing to occur if the shareholders approve Proposals 1, 2, 3A, and 3B as described in the second supplement to the proxy statement, which we filed today.”

“We appreciate the level of shareholder engagement that we have experienced in connection with the proposed transaction. In particular, we are grateful for the vocal support we received from some of the company’s largest shareholders. We remain confident in the significant near- and long-term value this transaction will create for investors and we encourage all shareholders to vote “FOR” this transaction on the white proxy card TODAY,” said Lonnie J. Stout II, President and Chief Executive Officer. “

Shareholders are reminded that their vote is important and are encouraged to vote at their earliest convenience. Shareholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Shareholders who have not already voted or wish to change their vote are encouraged to do so using the instructions provided in the definitive proxy statement.

To learn more about the transaction, please visit www.jalexandersand99.com.

If shareholders have questions, or need assistance in voting shares, please call: Georgeson LLC, (866) 432-2791.

About J. Alexander’s

J. Alexander’s Holdings, Inc. is a collection of boutique restaurants that focus on providing high quality food, outstanding professional service and an attractive ambiance. The company presently owns and operates the following concepts: J. Alexander’s, Redlands Grill, Stoney River Steakhouse and Grill and Lyndhurst Grill. J. Alexander’s Holdings, Inc. has its headquarters in Nashville, Tennessee. To learn more about J. Alexander’s, please visit www.jalexandersholdings.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor established under the Private Securities Litigation Reform Act of 1995, J. Alexander’s Holdings, Inc. (the “Company,” “J. Alexander’s” or “JAX”) cautions that certain information contained or incorporated by reference in this document and its filings with the Securities and Exchange Commission (the “SEC”), in its press releases and in statements made by or with the approval of authorized personnel is forward-looking information that involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements contained herein. Forward-looking statements discuss the Company’s current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “would,” “can,” “should,” “likely,” “anticipate,” “potential,” “estimate,” “pro forma,” “continue,” “expect,” “project,” “intend,” “seek,” “plan,” “believe,” “target,” “outlook,” “forecast,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements include all statements that do not relate solely to historical or current facts, including statements regarding the Company’s expectations, intentions or strategies and regarding the future. The Company disclaims any intent or obligation to update these forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, the Company has filed with the SEC a definitive proxy statement on Schedule 14A on December 21, 2017, which has been mailed to the Company’s shareholders on or about December 22, 2017. The Company has filed with the SEC a First Supplement to the Proxy Statement on January 22, 2018. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD, AS SUPPLEMENTED, REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY FURTHER AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other filings containing information about the Company at the SEC’s website at www.sec.gov. The definitive proxy statement and the other filings may also be obtained free of charge at the Company’s “Investor Relations” website at investor.jalexandersholdings.com under the tab “More” and then under the tab “SEC Filings.”

PARTICIPANTS IN THE SOLICITATION

Contact

J. Alexander’s Holdings, Inc.

Mark A. Parkey

615-269-1900

Sard Verbinnen & Co

Patrick Scanlan/Danya Al-Qattan

212-687-8080

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Form DEFA14A J. Alexander's Holdings,

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