Page 9 of 14 – SEC Filing
Marathon Partners
also questioned the timing of the Proposed Transaction, noting in the Letter that J. Alexander’s was close to exiting its
two-year restrictive period which would enable it to freely pursue a change of control transaction, making the no-shop provision
even more perplexing and troublesome.
Marathon Partners
referred to the Proposed Transaction in the Letter as amongst the most one-sided, conflicted deals it has seen in twenty-five years
of investing, noting that the Board is recommending shareholders sell control of J. Alexander’s to another entity its Board has
deep ties to, for no premium, while simultaneously restricting other options available to enhance shareholder value. Marathon Partners
stated that it supports J. Alexander’s decision to pursue a change in control transaction, but believes the Issuer’s shareholders
would have been much better served by expanding the process to potential buyers beyond FNF. Marathon Partners strongly suggests
the Board take any necessary actions within the parameters of the current ill-fated Proposed Transaction to rectify this untenable
situation so that it may be free to pursue the interest of other potential suitors. In conclusion, Marathon Partners suggests that
the Board move forward quickly and decisively so that it may reverse the damage and wasted time that has resulted from the Proposed
Transaction.
The foregoing description
of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which
is filed as Exhibit 99.1, and is incorporated herein by reference.
The Proposed Transaction
is subject to the approval of the Issuer’s shareholders, including the affirmative vote of the holders of a majority of the
outstanding shares of the Issuer’s common stock and the affirmative vote of a majority of the votes cast by a quorum of the
holders of the outstanding shares of common stock excluding common stock held by members of the Board and their related parties,
since the Proposed Transaction may be deemed a “conflicting interest transaction” under Tennessee law. The adoption
of the Issuer’s Restated Charter will also require the affirmative vote of the holders of 66 2/3% of the outstanding shares
of common stock.
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. The Reporting Persons believe that there are numerous opportunities to maximize shareholder
value and the Reporting Persons have engaged, and intend to continue to engage, in a dialogue with the Issuer’s management, Board,
other shareholders and third parties, including potential acquirers, regarding the Issuer’s business, operations, strategies, plans,
strategic transactions (including the Transaction) and related matters. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale
of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other
things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis
and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third
parties, including potential acquirers, and/or formulate plans or proposals regarding the Issuer, its assets or its securities.
Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D.
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