The Urgent Need for Change and The Superior Path Forward
PRIVET CASE STUDY: FIGHTING FOR STOCKHOLDER
RIGHTS AT J. ALEXANDER'S CORP (JAX)
J. Alexander's is a polished-casual restaurant concept headquartered in
Tennessee with over 30 restaurants throughout the country
Course of Events
Background
▪ The Chairman & CEO of the
company had been in that role
for 22 years and, in the 15-year
period prior to our investment,
the company's share price had
declined by nearly 30% -
compared to a gain of 435% for
the S&P 1500 Restaurant Index
▪ To express the belief that the
company was capable of a
turnaround with the right
leadership, Privet recruited an
experienced restaurant
operating executive to join our
slate as we nominated directors
▪ The company refused to hold its
annual meeting, instead
entering into a cash and stock
transaction with a friendly buyer
▪ Privet sued the company to
compel an annual meeting to
vote against the transaction,
ultimately receiving a >20%
increase in the deal price in an
all-cash transaction
PRIVET
FUND
UPG
STRONGER TOGETHER
Price/Share
$16.00
$14.00
$12.00
$10.00
$8.00
$6.00
$4.00
On May 25, 2011, Privet
initiated an investment
in JAX after following the
company for some time.
Apr 2011
May 2011
Jun 2011
In January 2012, Privet approached
JAX management seeking to add
stockholder representation to the
board. In March 2012 Privet
nominated directors for election at
the company's
annual
meeting.
Jul 2011
Aug 2011
Sep 2011
Oct 2011
Nov 2011
Dec 2011
In May 2012 Privet filed
its proxy statement
with the SEC.
After the announcement, Privet called a special
meeting of stockholders to protest the deal terms and
share dissatisfaction with the transaction value,
structure and sale process. As Privet was exerting
pressure, additional strategic parties emerged as
bidders and forced FNF to continually raise its offer
and convert to an all-cash bid. Ultimately, in
September 2012, FNF raised its offer to $14.50 per
share in cash.
Jan 2012
Feb 2012
Mar 2012
Nominee Biographies
and Appendix
On June 22, 2012, JAX announced
that it had agreed to sell itself to
an affiliate of Fidelity National
Financial ("FNF") for $12 per share
in cash and stock.
Apr 2012
May 2012
Jun 2012
Jul 2012
Aug 2012
Sep 2012
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