J. Alexanders (JAX) DEFM14AProxy related to merger

To Our Shareholders:

Notice is hereby given that a special meeting of the shareholders of J. Alexander’s Holdings, Inc., a Tennessee corporation (“J. Alexander’s,” the “Company,” “we,” “our” or “us”), will be held on September 28, 2021 at 9:30 a.m., Central time, at Loews Vanderbilt Hotel located at 2100 West End Avenue, Nashville, Tennessee 37203 (such meeting, including any adjournment or postponement thereof, the “special meeting”) for the following purposes:

Only shareholders of record of the Company’s common stock, par value $0.001 per share (“Company common stock”), at the close of business on August 20, 2021 are entitled to notice of and to vote at the special meeting.

Your vote is important, regardless of the number of shares of Company common stock you own. Approval of the merger agreement by the affirmative vote of shareholders holding a majority of the outstanding shares of Company common stock entitled to vote at the special meeting is a condition to the completion of the merger. Approval, on an advisory, non-binding basis, of the merger-related compensation proposal, requires that the votes cast in favor of the merger-related compensation proposal exceed the votes cast against the merger-related compensation proposal. Approval of the adjournment proposal requires that the votes cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal.

Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card and thus ensure that your shares of Company common stock will be represented at the

Please note that we intend to limit attendance at the special meeting to Company shareholders of record as of the record date (or their authorized representatives). If you plan to attend the special meeting, please note that you will need to provide proof of ownership of Company common stock. If your shares of Company common stock are held by a broker, bank or other nominee, please bring to the special meeting your statement evidencing your beneficial ownership of Company common stock as of the record date and, if you intend to vote your shares of Company common stock in person at the special meeting, a “legal proxy” from your broker, bank or other nominee. All shareholders and authorized representatives should also bring photo identification. A list of shareholders entitled to notice and to vote at the special meeting will be made available at the Company’s corporate offices located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 during regular business hours beginning two business days after the date of this notice, and will be available at the special meeting.

Company shareholders are not entitled to assert dissenters’ rights in connection with the merger under the Tennessee Business Corporation Act.

The accompanying proxy statement provides a detailed description of the merger and the merger agreement, a copy of which is attached as Annex A to the proxy statement. We urge you to read the proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, of which this notice forms a part, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact Okapi Partners LLC, the Company’s proxy solicitor, at:

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Okapi Partners LLC, our proxy solicitor, at:

The following questions and answers are intended to address certain questions you may have regarding the special meeting and the merger. The Company urges you to carefully read the remainder of this proxy statement, including the annexes, because the information in this section does not provide all the information that might be important to you with respect to the special meeting and the merger. Additional important information is also contained in the documents incorporated by reference into this proxy statement, which you are urged to read carefully.

This proxy statement and the documents incorporated by reference in this proxy statement include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “potential,” “continues,” “plans,” “forecasts,” “estimates,” “projects,” “predicts,” “would,” “intends,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and include all statements regarding future performance, earnings projections, events or developments. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. There is no assurance that the acquisition of the Company by Parent will be consummated and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

Many of the factors that will determine our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

The Company is a Tennessee corporation and was formed on August 15, 2014. The Company’s common stock is publicly traded on the NYSE under the symbol “JAX.” The Company 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, Overland Park Grill and Merus Grill.

The Company’s principal executive offices are located at 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202, its telephone number is (615) 269-1900 and its Internet website address is www.jalexandersholdings.com. Additional information about the Company and its subsidiaries is included in documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information.”

Parent is an owner, operator and franchisor of full-service dining restaurants, spanning a national footprint of approximately 250 restaurants and breweries in 38 states and the District of Columbia. Based in Houston, Parent’s diverse portfolio of restaurant brands includes Logan’s Roadhouse, Old Chicago Pizza & Taproom, Rock Bottom Restaurant & Brewery, Gordon Biersch Brewery Restaurant, and a collection of specialty restaurant concepts.

Parent’s principal executive offices are located at 19219 Katy Freeway, Suite 500, Houston, Texas 77094, its telephone number is (346) 440-0772 and its Internet website address is www.spbhospitality.com. The information provided on or accessible through Parent’s website is not part of this proxy statement and is not incorporated into this proxy statement by this or any other reference to Parent’s website provided in this proxy statement.

Merger Sub, a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent, was formed on June 28, 2021, solely for the purpose of consummating the merger. It has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the merger. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect, wholly-owned subsidiary of Parent.

Merger Sub’s principal executive offices are located at 19219 Katy Freeway, Suite 500, Houston, Texas 77094 and its telephone number is (346) 440-0772.

This proxy statement is being provided to Company shareholders as part of a solicitation of proxies by the board for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof.

The special meeting is scheduled to be held at Loews Vanderbilt Hotel, located at 2100 West End Avenue, Nashville, Tennessee 37203 on September 28, 2021 at 9:30 a.m., Central time, unless the special meeting is adjourned or postponed. We intend to commence mailing this proxy statement and the accompanying proxy card on or about August 25, 2021, to all shareholders entitled to vote at the special meeting.

At the special meeting, Company shareholders will be asked to consider and vote on the following proposals:

Our shareholders must approve the merger agreement for the merger to occur. If our shareholders fail to approve the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described in the section entitled “The Merger Agreement.”

The vote on the merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, our shareholders may vote to approve the merger proposal and vote not to approve the merger-related compensation proposal and vice versa. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on the Company. Accordingly, if the merger agreement is approved and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

After consideration of all factors the board deemed relevant, the participating members of the board unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair and in the best interests of the Company and its shareholders, approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommended the approval of the merger agreement by the shareholders of the Company. Certain factors considered by the board in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement can be found in the section entitled “The Merger (Proposal 1) — Reasons for the Merger.” The board’s recommendation is subject to the ability of the board to make a “recommendation withdrawal” (as defined in the merger agreement) pursuant to and in accordance with the merger agreement and as further described herein.

The foregoing recommendation was made unanimously by the members of the board participating in the final review of strategic alternatives, including in regard to the merger agreement with Parent. As further discussed in the section entitled “The Merger (Proposal 1) — Background of the Merger,” as a result of one board member’s affiliation with a party (unrelated to Parent) making a proposal for a business combination with the Company, such board member was recused from all aspects of the Company’s strategic review and board matters that could be impacted by, or had an impact on, the strategic process, including business updates to the board from and after the time of such board member’s affiliate’s entry into the strategic process.

Only holders of record of Company common stock at the close of business on August 20, 2021, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting or any adjournments or postponements thereof. At the close of business on the record date, 15,079,893 shares of Company common stock were issued and outstanding and held by 3,224 holders of record.

Holders of record of Company common stock are entitled to one vote for each share of Company common stock they owned at the close of business on the record date.

Brokers, banks or other nominees who hold shares of Company common stock for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares of Company common stock, however, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of non-routine matters, which include all of the proposals being voted on at the special meeting.

The presence at the special meeting in person or represented by proxy of a majority of the shares of Company common stock issued and outstanding and entitled to vote at the special meeting at the close of business on the record date for the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Abstentions are counted as present or represented for purposes of determining the presence or absence of a quorum. In the event that a quorum is not present, or if there are insufficient votes to approve the merger agreement at the time of the special meeting, it is expected that the special meeting will be adjourned to solicit additional proxies. The special meeting may be adjourned whether or not a quorum is present.

The merger proposal requires the affirmative vote of shareholders holding a majority of the outstanding shares of Company common stock entitled to vote at the special meeting. An abstention or a failure to vote your shares of Company common stock with respect to the merger proposal (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote “AGAINST” the merger proposal.

The merger-related compensation proposal requires, to be approved on an advisory, non-binding basis, the votes cast in favor of the merger-related compensation proposal exceed the votes cast against the merger-related compensation proposal. An abstention or a failure to vote your shares of Company common stock with respect to the merger-related compensation proposal (including a failure of your broker, bank or other nominee to vote shares held on your behalf), assuming a quorum is present, will have no effect on this proposal.

The adjournment proposal requires the votes cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. An abstention or a failure to vote your shares of Company common stock with respect to the adjournment proposal (including a failure of your broker, bank or other nominee to vote shares held on your behalf), assuming a quorum is present, will have no effect on this proposal.

After carefully reading and considering the information contained in this proxy statement, each shareholder of record (that is, if your shares of Company common stock are registered in your name with the Company’s transfer agent, Computershare) should vote by mail, through the Internet, by telephone, by attending the special meeting and voting by ballot, by granting a proxy or by submitting voting instructions, according to the instructions described below.

If your shares of Company common stock are held in your name by the Company’s transfer agent, Computershare, you can vote:

If your shares of Company common stock are held in a brokerage account or in the name of a broker, bank or other nominee, you are considered the “beneficial owner” of the shares of Company common stock held for you in “street name.” As beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares of Company common stock. Because a beneficial owner is not the shareholder of record, you may not vote these shares of Company common stock at the special meeting unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares of Company common stock giving you the right to vote such shares of Company common stock at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this “legal proxy” from your broker, bank or other nominee who is the shareholder of record.

Proxies received at any time before the special meeting and not expired, revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” the merger proposal, thereby voting such shares of Company common stock in favor of approving the merger, “FOR” the merger-related compensation proposal, and “FOR” the adjournment proposal.

Shareholders of record retain the power to revoke their proxy or change their vote at any time before it is voted at the special meeting, even if they sign the proxy card or voting instruction card in the form accompanying this proxy statement, via telephone or via the Internet. Shareholders of record can revoke their proxy or change their vote at any time before it is exercised by giving written notice specifying such revocation to our Secretary at 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, Tennessee 37202, so that it is received prior to 11:59 p.m., Eastern time, on the night before the special meeting. Shareholders of record may also change their vote by timely delivery of a valid, later-dated proxy signed and returned by mail prior to 11:59 p.m., Eastern time, on the night before the special meeting or by voting by ballot in person at the special meeting. Simply attending the special meeting will not constitute revocation of your proxy. If your shares of Company common stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.

An abstention occurs when a shareholder attends a meeting, either in person or represented by proxy, but votes to abstain with respect to any particular matter or otherwise abstains from voting with respect to any matter. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal. Assuming a quorum of shares of Company common stock is present or represented at the special meeting, abstentions from voting on the merger-related compensation proposal or adjournment proposal will not have any effect on the applicable proposal.

If you do not vote and do not attend the special meeting in person or by proxy, your shares will have the same effect as a vote “AGAINST” the merger proposal, but will have no effect on the merger-related compensation proposal or adjournment proposal.

If you hold your shares of Company common stock in the name of a broker, bank or other nominee, please refer to the information on the voting instruction card forwarded to you by your broker, bank or other nominee to see which voting options are available to you. In many cases, you may be able to submit your voting instructions by the Internet or telephone. If you do not properly submit your voting instructions, the broker, bank or other nominee will not be able to vote on these proposals. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The proposals in this proxy statement are non-routine matters, and therefore brokers, banks and other nominees cannot vote on these proposals without your instructions. This means that a “broker non-vote” cannot occur at the special meeting. Therefore, it is important that you cast your vote by instructing your broker, bank or nominee on how you wish to vote your shares of Company common stock.

All votes will be tabulated by a representative of Broadridge Financial Solutions, Inc., who will act as the inspector of election appointed for the special meeting and will separately tabulate affirmative and negative votes and abstentions.

The board is soliciting your proxy, and the Company will bear the cost of soliciting proxies. Okapi has been retained to assist with the solicitation of proxies. Okapi will be paid approximately $10,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Company common stock, in which case the Company will reimburse these parties for their reasonable out-of-pocket expenses for forwarding solicitation material to such beneficial owners. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or via the Internet by Okapi or by certain of the Company’s directors, officers and employees, without additional compensation.

Certain shareholders who share the same address may receive only one copy of this proxy statement in accordance with a notice delivered from such shareholders’ broker, bank or other nominee, unless the applicable broker, bank or other nominee received contrary instructions. This practice, known as “householding,” is designed to reduce printing and postage costs. Shareholders owning their shares through a broker, bank or other nominee who wish to either discontinue or commence householding may request or discontinue householding, or may request a separate copy of the proxy statement, either by contacting their broker, bank or other nominee at the telephone number or address provided in the above referenced notice, or contacting the Company by telephone at (615) 269-1900 or in writing at J. Alexander’s Holdings, Inc., P.O. Box 24300, Nashville, Tennessee 37202, Attention: Secretary. Shareholders who are requesting to commence or discontinue householding should provide their name, the name of their broker, bank or other nominee and their account information.

Only shareholders of record or beneficial owners of Company common stock as of the close of business on the record date or their duly appointed proxies are entitled to attend the special meeting. If you plan to attend the special meeting, please note that you will need to provide proof of ownership of Company common stock and provide a government-issued picture identification card, such as your driver’s license. If you hold shares through an account with a broker, bank or other nominee, please bring to the special meeting your statement evidencing your beneficial ownership of Company common stock as of the record date and provide a government-issued picture identification card, such as your driver’s license. Please note that if you hold shares through a broker, bank or other nominee and plan to attend the special meeting in person and would like to vote there, you will need to contact your broker, bank or other nominee and request a “legal proxy.” If your shares are held through a broker, bank or other nominee and you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of Company common stock, to:

All shareholders and beneficial owners should bring a government-issued picture identification card, such as your driver’s license, as you will also be asked to provide a government-issued identification card at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting. Everyone who attends the special meeting must abide by the rules for the conduct of the special meeting. These rules will be printed on the special meeting agenda. Even if you plan to attend the special meeting, please submit your proxy and vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the special meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the special meeting.

In addition to the merger proposal and merger-related compensation proposal, shareholders of the Company are also being asked to approve a proposal that will give the board authority to adjourn the special meeting from time to time, if necessary or appropriate in the view of the board, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement or to seek a quorum if one is not initially obtained. In addition, the chair of the special meeting may adjourn the special meeting or the board could postpone the special meeting before it commences. If the special meeting is so adjourned for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you return a signed proxy and do not indicate how you wish to vote on any proposal, your shares of Company common stock will be voted in favor of each proposal. If you return a signed proxy and do not indicate a choice on the adjournment proposal, your shares of Company common stock will be voted in favor of the adjournment proposal.

Any adjournment may be made without notice to another date, time or place if the new date, time and place to which the meeting is adjourned are announced at the meeting before adjournment. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If the board fixes a new record date for the adjourned meeting, or if the adjournment is to a date more than four months after the date fixed for the original meeting, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

You should not return your stock certificate or send documents representing Company common stock with the proxy card. If the merger is completed, the exchange agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of Company common stock for the merger consideration.

If you need assistance in completing your proxy card or have questions regarding the special meeting, please call Okapi Partners LLC, our proxy solicitor, toll-free at (877) 629-6355. Banks and brokers may call (212) 297-0720.

The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are urged to read the merger agreement carefully and in its entirety.

Pursuant to the terms of the merger agreement, if the merger agreement is approved by the Company shareholders and if the other conditions to the closing of the merger are satisfied or waived, at the effective time, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect, wholly-owned subsidiary of Parent.

At the effective time, each share of Company common stock issued and outstanding immediately before the effective time (other than (a) shares owned by the Company (except for shares held either in a fiduciary or agency capacity that are beneficially owned by third parties) or by Parent, which will be cancelled, and (b) Company performance share awards and Company restricted share awards, which will be treated as described under “—Treatment of Outstanding Equity Awards”) will be converted into the right to receive the merger consideration of $14.00 in cash, without interest and subject to any applicable taxes. Each share of Merger Sub common stock issued and outstanding immediately before the effective time will be converted into one fully paid and nonassessable share of common stock of the surviving corporation.

As a result of the merger, the Company will cease to be a publicly traded company and will be wholly-owned by Parent. Following the completion of the merger, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC with respect to its common stock in accordance with applicable law, rules and regulations.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The Company held many conversations with numerous parties, both by telephone and in-person, about a potential transaction. The chronology below covers only the key events leading up to the merger agreement and does not purport to catalogue every conversation among the board, officers or other representatives of the Company and other parties.

From time to time, the board and the Company’s senior management have evaluated potential transactions relating to the Company’s business, including prospects for alternative financing structures, potential additional restaurant concepts or other uses of capital, all with a view toward enhancing shareholder value. The board periodically receives financial updates from the Company’s senior management and discusses the strategic direction of the Company. The board’s consideration and ultimate recommendation of the approval of the merger is the result of the board’s past efforts to maximize shareholder value and in particular a renewed strategic review that the board initiated in August 2019. Throughout the events described below, the board was kept regularly informed of developments. Further, the board regularly took into account views expressed by shareholders in making its decisions concerning the strategic direction of the Company and efforts to maximize shareholder value.

The Company became a public company in 2015 as the result of a spinoff transaction from Fidelity National Financial, Inc. (“FNF”). The board recognized that upon separating from FNF, as a small independent publicly traded company, the Company faced certain challenges. The board believed the Company’s stock was relatively illiquid and that the Company could be more susceptible to market fluctuations and other adverse events. Further, the board recognized that agreements with FNF or its affiliates in connection with the spinoff were negotiated in the context of the separation while the Company was a majority-owned subsidiary of FNF and did not have an independent board of directors or a management team independent of FNF.

The board and management determined that it would be beneficial to pursue a strategic transaction as a way to increase the scale of the Company, and from time to time the Company considered various acquisition targets. In March 2017, representatives of FNF contacted Mr. Stout concerning whether the Company would have an

In February 2018, the board considered the position of the Company after the termination of the 99 Restaurants transaction. The board continued to be concerned about the relatively small size of the Company, the cost of remaining a public company, the relative lack of analyst coverage of the Company and the relative illiquidity of the Company’s common stock. The board determined to engage in a broader consideration of strategic alternatives, and in March 2018, engaged a financial advisor (which was not Piper Sandler) to assist in its consideration of strategic alternatives, focusing on the sale of the Company. The Company and its advisers actively engaged in a confidential sales process with multiple bidders from May 2018 through September 2018. The board determined to terminate the sales effort in October 2018, after no parties submitted a definitive offer at a price that was deemed acceptable to the board. The independent financial advisor was not paid any material compensation in connection with the strategic sales process because no transaction was consummated.

In late 2018, the board continued to consider strategic alternatives other than a sale of the Company, in an effort to maximize shareholder value.

In 2019, believing the Company should attempt to obtain capital for growth or possibly making a dividend to shareholders, the board and management engaged in communications with a targeted number of institutional investors concerning possible preferred equity investments or other structures that would benefit the Company. After several months of discussion with various potential equity investors in the first and second quarters of 2019, the Company determined that it could not obtain an investment on satisfactory financial terms and discontinued the efforts.

In April 2019, one of the Company’s largest shareholders, Ancora Advisors, LLC (“Ancora Advisors”), made an unsolicited public proposal to buy the Company at a price of $11.75 per share. The board determined that Ancora Advisors’ proposed offer was inadequate. In May and June 2019, Ancora Advisors conducted a “withhold” campaign in proxy filings with the SEC and publicly advocated that shareholders withhold votes for the board’s nominees at the 2019 annual meeting of shareholders of the Company.

In July 2019, at the request of the board, the Company consulted Piper Sandler (then Piper Jaffray & Co.) with respect to a potential financial advisory engagement in connection with the board’s consideration of strategic alternatives. The board met on August 1, 2019, and Piper Sandler joined the meeting to discuss an engagement and to advise on the potential process to explore strategic alternatives and the timing and nature of the process. After engaging Piper Sandler as financial adviser, on August 9, 2019, the Company announced that the board, in consultation with its financial and legal advisors and the Company’s executive management team, would explore, review and evaluate a full range of options focused on maximizing shareholder value. These options included, among others, a possible merger or sale of the Company; a strategic large investment in the Company, accompanied by a significant share repurchase; or the acquisition of complementary concepts to increase the Company’s revenue base and operating leverage.

After that time, the Company’s management and Piper Sandler prepared materials for prospective transaction participants. Piper Sandler developed a list of target prospective bidders based on its knowledge of potential investors and the Company’s prior engagements with potentially interested parties. Piper Sandler ultimately contacted over 125 potential interested parties, and conducted a process with multiple rounds of bids, during the fourth quarter of 2019, continuing into the first quarter of 2020.

As a result of the sale process managed by Piper Sandler, three interested parties emerged in February 2020 as serious potential acquirers. In February 2020, each submitted comments to the Company’s proposed draft merger agreement and information concerning its financing plans. The Company engaged in negotiations of merger agreement terms and financing arrangements with these parties. By early March 2020, one of those parties was in advanced negotiations with the Company to acquire the Company at a premium to the then-current market price, and had demonstrated financing. The initial impacts of the COVID-19 pandemic led the potential acquirer to reduce its proposed purchase price twice in March 2020 and to insist on conditions to closing in the proposed merger agreement relating to the continued performance levels of the Company, which conditions were not customary for the sale of a public company.

Ultimately, when government entities mandated the closure of the Company’s restaurants except for limited carry-out service, the board determined and on March 24, 2020, the Company announced that, given the uncertainties in the business community, the restaurant industry and the financial markets, the ongoing review of strategic alternatives by the board would not be completed until those uncertainties were resolved, but that the Company expected to continue discussions with interested parties.

In the first quarter of 2020, Ancora Advisors sought to nominate directors to the board, and in April 2020, the Company entered into a cooperation agreement with Ancora Advisors, the terms of which were publicly disclosed by the Company, pursuant to which the Company expanded the board and appointed Carl J. Grassi to the board and Ancora Advisors agreed to certain standstill, non-disparagement and other covenants which continued until their expiration in April 2021.

On June 9, 2020, the Company issued a press release that announced the board’s view as well as its intention to focus on rebuilding its sales base as its restaurants were able to reopen and increase capacity, and announced its belief that, in light of the ongoing business challenges, it would be sometime in 2021 before the Company could conclude its evaluation of strategic alternatives, focusing on the potential sale of the Company.

While the Company through Piper Sandler remained in communication with several interested parties in the second, third and fourth quarters of 2020, the board believed, and the Company stated publicly, that the uncertainties in both consumer sentiment and the financial markets caused by the COVID-19 pandemic made it relatively less likely that a satisfactory agreement with respect to both price and conditionality would be reached imminently.

Throughout 2020, the Company remained in ongoing discussions with Piper Sandler concerning market trends, the Company’s performance and sales prospects. Piper Sandler made updated presentations to the board in August 2020 and October 2020. During this time, the Company, with Piper Sandler’s assistance, also entered into additional nondisclosure agreements and provided business updates to several potential parties that were under nondisclosure agreements, even though the Company indicated that it would not be open to discussing a sale at any per-share price near the Company’s then-current prevailing market trading prices.

During late 2020 and early 2021, the Company and Piper Sandler remained in communication concerning weekly sales trends and company financial performance, as well as the timing of completing the strategic review.

On February 9, 2021 the Company announced that the board and management team remained committed to completing the previously announced review of strategic alternatives and would pursue completing that process prudently in 2021, as the Company’s restaurants moved toward reopening at full capacity and the results of the

On February 18, 2021, Party A, which was not then under a nondisclosure agreement, submitted an unsolicited indication of interest to acquire the Company at a price of $8.75 per share. The Company considered various aspects of the proposal, including a request for a period of exclusivity, as well as the fact that the party had declined to agree to the terms of the nondisclosure agreement that the Company had requested in a prior contact with Party A. The board met in early March 2021 and determined that the board believed the proposal was not in the best interest of the Company and its shareholders and did not reflect a full and fair value for the Company. In addition, the board noted the lack of financing and therefore, the lack of certainty of closing any transaction. The board indicated its belief that entering into an exclusivity agreement would not produce the most attractive alternative for shareholders. Given these concerns, the board determined that it was in the best interests of the Company and the shareholders to reject the proposed exclusivity arrangement. Piper Sandler communicated these concerns to Party A and later provided a form of nondisclosure and standstill agreement for the party’s consideration. Party A ultimately entered into a nondisclosure agreement and commenced to participate in the process in May 2021.

On February 25, 2021, one of the Company’s directors indicated to Mr. Stout, the Company’s Executive Chairman, that such other director and his affiliates controlled an entity, Party B, that may have interest in making a proposal for a business combination with the Company. Mr. Stout informed the other director that if any entity with which such other director was affiliated desired to make a proposal, the director would need to be recused from any discussion or actions of the board or any committee of the board that may be relevant to a transaction. Party B was not an affiliate of any director other than the director who was recused.

Given the level of interest and the fact that multiple credible parties had contacted the Company or Piper Sandler after the February 9, 2021 announcement concerning a 2021 process, in March 2021, Piper Sandler made a presentation to the board concerning its views on favorable timing to relaunch a strategic process focusing on a sale, and the board determined that it would be beneficial to the Company to have the first quarter earnings results available prior to reengaging in discussions with potential bidders. At the direction of the board, in April 2021, Piper Sandler contacted parties that were most active in the prior 2019-2020 process, new parties that had contacted Piper Sandler or the Company to express interest in 2020 or 2021 (including Party A) and a few other parties that Piper Sandler believed to have specific interest in restaurant investments. The Company and its advisers also worked on extending nondisclosure agreements with those parties involved in the process in 2019-2020 and executing nondisclosure agreements with new parties that had not previously been involved in the prior 2019-2020 process. All of these nondisclosure agreements, consistent with the 2019–2020 process, included substantially the same terms, including customary standstill provisions designed to facilitate an orderly process and maximize value for shareholders. Such standstill provisions would lapse if and when the Company announced that it entered into a definitive agreement with respect to a transaction.

On April 5, 2021, the Company received an unsolicited indication of interest from Party B at a price of $12.00 per share. Party B subsequently entered into a nondisclosure agreement with the Company in April 2021, and, following a board meeting on April 7, 2021, at which the board member’s affiliation with Party B was disclosed to the board, such board member was thereafter recused from that point forward from all aspects of the Company’s strategic review or Company actions that could be impacted by, or had an impact on, the strategic process, including business updates to the board. The board considered the appropriate composition of the body that would direct and make determinations concerning the strategic process, and determined that the full board, other than the director affiliated with Party B, was the appropriate group to direct and make determinations concerning the process. Thereafter, Party B was provided the same access to the due diligence datasite and through Piper Sandler, the Company’s management, as other parties in the process.

After the Company’s results of operations for the first quarter of 2021 became available, in April 2021, the Company and Piper Sandler prepared and disseminated information to a total of 27 parties (including Parent), consisting of both strategic and financial parties. In late April 2021, the Company distributed to 23 of such parties a business update and confidential information memorandum describing the Company and its business. In

Pursuant to its bid procedures, Piper Sandler requested that parties submit indications of interest including bid amounts on May 24, 2021, and seven parties (including Parent), submitted indications of interest at a range of per share prices. The indications ranged from a low indicative price submitted as a range of $10.00-$11.00 per share to a high price submitted as a range of $12.54-$13.67 per share. One of the parties, Party C, that was actively engaged in the process had been an active participant in the prior 2019-2020 process. On May 24, 2021, Party B sent a letter to the board proposing to acquire the Company at a price of $12.50 per share, which purported to be a final proposal but did not include financing commitments, and therefore did not enable the board to evaluate certainty of closing. The proposal also requested exclusivity, which would have required the Company to terminate discussions with other bidders.

On June 1, 2021, the board met to review and discuss the indications of interest, with the participation of Piper Sandler and Bass, Berry & Sims PLC (the Company’s legal counsel, “Bass Berry”). The board considered the pricing, forms of transaction, proposed financing, due diligence accomplished, and other information submitted to the board regarding each bidder party. The board also discussed with Bass Berry their fiduciary obligations under applicable law in the context of considering and approving a strategic transaction contemplated by the proposals. Given that most of the proposals were not backed by specific financing plans or commitments and most parties had remaining diligence to complete, the board determined that none of the leading bidders’ proposals were sufficiently distinguished from the others for purposes of selecting the best proposal. In addition, the board determined that one bidder who submitted a $10.00-$11.00 per share indication of interest should be excluded from the sales process. Finally, the board determined that the six bidders that submitted an indication of interest at a price of $12.00 per share or higher, including Parent, should advance to the next phase of the sales process and continue performing due diligence on the Company. The board directed Piper Sandler to continue engagement with the six parties and to request the submission of final proposals, with full financing commitments, in June 2021. Specifically, with respect to Party B’s proposal and request for exclusivity, the board discussed that Party B’s proposed price was not as high as the high end of the price range that another party indicated in its initial indication of interest ($13.67 per share). The board also considered Piper Sandler’s information indicating that several other bidders selected to advance to the next phase of the process were spending significant time on diligence and incurring advisers’ fees, and such parties appeared to be actively preparing to submit bids. The board also considered the director’s affiliation with Party B. The board discussed various concerns including the non-binding nature of Party B’s proposal, the lack of financing, the fact that other bidders continued to work on diligence and the short period of time until the final bid due date, which weighed in favor of rejecting exclusivity and waiting for other bids. Given these concerns, the participating members of the board unanimously determined that it was in the best interests of the Company and the shareholders to reject Party B’s proposed exclusivity arrangement. Piper Sandler responded to Party B and encouraged the party to remain engaged in the process.

Throughout this time, the Company’s management continued to meet and hold calls with various parties and to encourage parties to complete business, financial and legal due diligence. At any bidder’s request, the Company also made its counsel available for legal due diligence calls and conferences concerning a potential transaction and any legal issues raised by the bidders.

On June 4, 2021, Party B sent a letter to the board submitting its offer to purchase the Company for $13.50 per share, which purported to be its revised final proposal. The letter requested exclusivity and indicated that the offer would remain open until June 7, 2021. Party B indicated that it was willing to include a go-shop provision with a termination fee in a merger agreement.

Later that same day, on June 4, 2021, Piper Sandler circulated a final bid procedures letter to the five active parties (excluding Party B) that required bidders to submit final bids on June 23, 2021. The Company made available to all of the parties a draft merger agreement prepared by the Company and its counsel, and Piper Sandler requested bidders to provide comments on the draft merger agreement by June 18, 2021.

The board met on June 6, 2021 and determined that its position remained that Party B’s bid would be evaluated along with other potential bids in the coming weeks in accordance with Piper Sandler’s final bid

On June 15, 2021, Party A sent a letter resubmitting its offer to purchase the Company for $12.00 per share, the same price that was submitted on May 24, 2021 as its initial indication of interest. In addition, Party A submitted comments to the Company’s bid draft merger agreement along with debt and equity commitments and confirmed that it completed its due diligence. In this letter, Party A requested exclusivity and stated it believed it could fully negotiate and announce an agreement within 48 hours. The letter indicated that Party A was willing to include a go-shop provision with expense reimbursement and a termination fee in a merger agreement. The board’s position remained that Party A’s bid would be evaluated along with other potential bids the following week in accordance with Piper Sandler’s process letter dated June 4, 2021.

Party A and Party B did not withdraw from the process. Piper Sandler reiterated to all parties that parties should submit comments to the merger agreement draft by June 18, 2021 and final bids with financing commitments by June 23, 2021. Further, Piper Sandler, acting at the direction of the board, indicated to the parties that bids below $13.00 per share would not be considered favorably.

Four of the parties, Party A, Party B, Party C and Parent, provided revised merger agreement drafts to counsel on or before June 18, 2021. Further, Piper Sandler required final bids and financing commitments to be submitted by June 23, 2021. These four of the six parties submitted renewed indications of interest with updated pricing by June 24, 2021.

The bids received on June 23, 2021 were at the following prices: Party A at $12.00 per share; Party B at $13.50 per share; Party C at $12.65 per share; and Parent at $13.00 per share.

On June 24, 2021, the board met to discuss the bids received from the four parties prior to the June 23, 2021 deadline. The board evaluated the proposed financing arrangements and other key information submitted by the bidders.

Following the board meeting on June 24, 2021, at the request of the board, Piper Sandler communicated to each of Party A, Party B, Party C and Parent to encourage all four bidders to submit a higher offer and improve certain terms and conditions of their draft merger agreement.

On June 24, 2021, in response to the foregoing, Party B revised its final proposal to a price of $13.75 per share and indicated it should be accepted by 5:00 pm on June 25, 2021, or it would be withdrawn. Party B engaged in discussions through its counsel concerning its financing plans, its equity partner and its assets and sources of liquidity, and provided evidence of its financial resources, which Piper Sandler and the Company reviewed and discussed. Bass Berry and the Company discussed certain material terms and conditions reflected in the draft merger agreement comments submitted by Party B and the material terms and conditions reflected in the draft merger agreement comments submitted by Parent.

On June 24, 2021, Bass Berry, through Piper Sandler, provided to Parent’s representatives, including Hunton Andrews Kurth LLP (Parent’s legal counsel, “Hunton”), a list of issues on Parent’s draft merger agreement. On June 25, 2021, representatives of Bass Berry and Hunton discussed the issues and Hunton indicated Parent’s flexibility with respect to certain key terms, which would result in few material differences in the parties’ positions on key terms and conditions of the merger agreement drafts. Bass Berry and Hunton also discussed the terms of proposed voting agreements Parent had requested as a condition to Parent’s execution of any merger agreement. Significantly, Hunton indicated that Parent would agree: to a reduced Company termination fee of 3.5% of the equity value of the Company (compared to 4.5% proposed in the Parent draft); that the Company termination fee would not be payable in the event the merger agreement is terminated due to the passage of the “outside date” followed by the Company’s consummation of a sale transaction within 12 months following such termination (where an acquisition proposal was publicly announced or communicated in writing to the board prior to the date of termination); to delete the proposed buyer expense reimbursement provisions payable to Parent in the event of termination of the merger agreement in certain circumstances; that the termination fee payable by Parent would not be the sole remedy of a willful breach by Parent of the merger agreement; and to accept certain “fiduciary out” provisions proposed in the Company’s draft merger agreement. The board considered these improved terms to be substantially improved and represented terms consistent with or better than those offered by other parties.

On June 25, 2021, the Company received a revised proposal from Parent at an increased price of $14.00 per share and confirmation of improved terms of its proposed merger agreement draft as discussed between counsel to the Company and Parent earlier that day, and requesting exclusivity to negotiate definitive agreements with the Company. Piper Sandler subsequently informed Party B that it had received a higher offer and encouraged Party B to submit a higher offer. Party B indicated that the $13.75 per share offer submitted on June 24, 2021 was its best and final offer.

On June 25, 2021, the board held a meeting to review and discuss the improved bids received. Representatives of Piper Sandler and Bass Berry participated. Representatives of Piper Sandler discussed their initial analysis of the improved bids. In each case, the board considered the value of the consideration offered, the nature of the potential buyer and the financing sources which ranged from 100% committed debt financing, to a mixture of debt financing and equity financing, compared to 100% committed equity financing proposed by Parent, as well as anticipated timing for each party. The board considered the improved Parent offer, including the $14.00 per share price and the improved terms of the merger agreement as discussed among counsel to the parties, to represent the greatest value to the Company shareholders. Based on this assessment and an understanding of Parent’s financing capabilities and its ability to complete a transaction on an expeditious basis, the participating members of the board unanimously approved entering into an exclusivity agreement with Parent in order to negotiate a definitive merger agreement. Effective June 25, 2021, the Company entered into an exclusivity agreement with Parent that provided that the Company would negotiate exclusively with Parent until 5:00 pm CDT on July 1, 2021.

Thereafter, the Company worked with Bass Berry on the merger agreement draft and disclosure schedules, including reflecting the terms discussed between Hunton and Bass Berry on June 25, 2021. On June 27, 2021, Bass Berry provided to Hunton a responsive draft including the Company’s comments to the draft merger agreement, consistent with the parties’ discussions on June 25, 2021, which also raised the following material issues that had not been resolved: the terms and conditions of the covenants to operating the business in the ordinary course after signing; certain post-closing covenants with respect to the Company’s employees; the Company’s ability to terminate upon Parent’s failure to close if the Company was then in breach of the merger agreement (but where other conditions to closing had been satisfied or waived); and the extent to which COVID-19 and related actions and measures would be excluded from the definition of a “Company Material Adverse Effect.” On June 28, 2021, Hunton provided to Bass Berry a responsive draft including Parent’s comments to the draft merger agreement which, in response to the revisions proposed by Bass Berry on June 27, 2021, rejected the Company’s request for the items mentioned in the previous sentence, although Parent did propose a narrower list of restrictions on the operation of the Company’s business between signing and closing for which Parent’s consent could be withheld in its sole discretion.

During the week of June 28, 2021, Parent continued to engage in due diligence review, including legal due diligence, and counsel discussed the disclosure schedules to the draft merger agreement in an effort to finalize them.

On June 29, 2021, Bass Berry provided to Hunton a responsive draft of the merger agreement. The remaining issues were: the terms and conditions of the covenants to operating the business in the ordinary course after signing; certain post-closing covenants with respect to the Company’s employees; and the Company’s ability to terminate the merger agreement upon Parent’s failure to close if the Company was then in breach of the merger agreement (but where other conditions to closing had been satisfied or waived).

On June 30, 2021, Hunton provided to Bass Berry a responsive draft of the merger agreement including Parent’s comments. Differences remained in relation to certain terms and conditions of the covenants to operate the business in the ordinary course after signing and certain post-closing covenants with respect to the Company’s employees. Also on June 29, 2021, Hunton provided to Bass Berry a draft of an asset transfer agreement relating to the post-closing structuring needs of Parent related to the Company’s ownership of the Company’s owned real property assets. The Company was requested to sign it as an accommodation.

On July 1, 2021, Bass Berry provided to Hunton a responsive draft of the merger agreement, including the Company’s comments. Certain terms and conditions of the covenants to operate the business in the ordinary

On July 1, 2021, the board convened a meeting to discuss the status of the possible transaction with Parent. Representatives of Bass Berry and Piper Sandler participated. Piper Sandler presented an updated analysis and fairness opinion presentation and a draft of its fairness opinion letter. The board reviewed the process for pursuing strategic alternatives, including that, from the beginning of the 2021 continuation of the process until July 1, 2021: Piper Sandler contacted 27 potential financial and strategic buyers in 2021 that had indicated interest or were known to have interest in restaurant investments; the Company entered into 23 new or renewed confidentiality agreements and provided confidential information to those parties; and the Company received indications of interest from seven parties with which the Company had engaged in discussion, which resulted in four final bids. The board also considered that the Company had successfully negotiated a “fiduciary out” provision in the merger agreement, which would permit the Company to terminate the merger agreement to accept a superior proposal with the payment of a termination fee that the board believed was in a customary range and which was required by Parent to support their increased purchase price. Piper Sandler had disclosed to the board that Piper Sandler had provided services to affiliates of Fortress.

Representatives of Piper Sandler and Bass Berry updated the board on the finalization of the transaction documents and summarized the terms and conditions. Piper Sandler then delivered its fairness opinion to the board verbally, which was later confirmed in a written opinion dated July 2, 2021, that, based upon and subject to the matters described in its fairness opinion, the merger consideration to be received by the holders of the Company’s common stock, other than Parent or its affiliates, pursuant to the merger agreement was fair, from a financial point of view, to such holders of the Company’s common stock. After further deliberations, the participating members of the board, after due consideration of its fiduciary duties under applicable law, resolved by a unanimous vote of the participating members of the board that the merger agreement, the equity commitment letter and the other agreements contemplated by any of the foregoing (collectively, the “transaction agreements”) and the merger and the other transactions contemplated thereby, were approved and declared advisable, fair to, and in the best interests of the Company and its shareholders, and the form, terms, provisions, and conditions of the transaction agreements were adopted and approved, and the consummation of the merger was approved. The board recommended, subject to the ability of the Company to make a recommendation withdrawal (as defined in the merger agreement) pursuant to and in accordance with the merger agreement, that the shareholders of the Company approve the merger agreement and the transactions contemplated thereby.

After the board meeting, overnight on July 1, continuing to July 2, 2021, Hunton and Bass Berry finalized the disclosure schedules and the merger agreement as approved by the board. The merger agreement was executed by Parent and the Company, and the equity commitment letter was executed by Parent and Drawbridge, prior to the opening of business on July 2, 2021. Certain directors, executive officers and shareholders of the Company also executed the voting agreements. On July 2, 2021, before the opening of trading on the NYSE, the Company issued a press release announcing the execution of the merger agreement. Upon the Company’s public announcement of its execution of the merger agreement, counterparties to Company nondisclosure agreements were released from their applicable standstill restrictions (and no standstill restrictions remain in effect on any process participant or shareholder), though such parties continue to be bound by the remaining terms of such nondisclosure agreements.

In evaluating the merger agreement and the merger, the board regularly consulted with the Company’s senior management, its outside legal advisor, Bass Berry, and its financial advisor, Piper Sandler.

In reaching its decision that, as of July 1, 2021, the merger, according to the terms of the merger agreement, is advisable, fair to, and in the best interest of the Company and its shareholders, and in reaching its

The board also considered a variety of uncertainties and risks in its deliberations concerning the merger agreement and the merger, including the following:

The foregoing discussion of the factors considered by the board is not intended to be exhaustive, but does set forth the principal factors considered by the board. The participating members of the board collectively reached the unanimous conclusion to approve the merger and the merger agreement in light of the various factors described above and other factors that each member of the board deemed relevant. In view of the wide variety of factors considered by the members of the board in connection with their evaluation of the merger and the complexity of these matters, the board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

After careful consideration, the participating members of the board unanimously determined that the terms of the merger are advisable, fair to, and in the best interests of the Company and its shareholders, and recommended that the shareholders of the Company approve the merger and the merger agreement.

The Company does not, as a matter of general practice, publicly disclose financial projections due to the difficulty of predicting the Company’s results. The Company is especially wary of making such projections for extended periods into the future due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though the Company has in the past provided investors with limited quarterly or full-year financial guidance covering limited areas of its expected financial performance. However, in connection with the

A summary of this financial information (collectively, the “Company projections”) is provided below only to provide shareholders of the Company with access to certain prospective financial information concerning the Company that was made available to the board and Piper Sandler, as described herein. The Company projections were not prepared with a view to public disclosure, but rather solely for internal use of the Company. The Company projections are not included in this proxy statement in order to influence any shareholder of the Company to make any decision regarding the proposals relating to the transactions contemplated by the merger agreement or for any other purpose, and readers of this proxy statement are cautioned not to place any reliance on the Company projections included herein.

The Company projections included in this proxy statement are the responsibility of the Company’s management. The Company projections represent Company management’s reasonable estimates and good faith judgments as to the future growth and financial performance of the Company, including forecasts of revenues and adjusted EBITDA, that Company management believed were reasonable at the time the Company projections were prepared, taking into account relevant information available at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Although a summary of the Company projections is presented with numerical specificity, it reflects numerous assumptions and estimates made by the Company’s management, including assumptions and estimates with respect to future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. The Company projections reflect the subjective judgment of the Company’s management in many respects and, thus, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Company projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including the factors described under “Cautionary Statement Concerning Forward-Looking Statements,” the Company’s performance, industry performance, general business and economic conditions, customer requirements, competition, COVID-19 pandemic or future pandemics or disease outbreaks, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the reports filed by the Company with the SEC, including the Company’s most recent filings on Forms 10-K and 10-Q. There can be no assurance that the Company projections would be realized or that actual results would not be significantly higher or lower than forecast. Since the Company projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year.

The Company projections include certain non-GAAP measures (including adjusted EBITDA) because the Company believed such measures would be useful to the board in evaluating the prospects of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income from continuing operations. The Company’s calculations of these non-GAAP measures may differ from calculations of such measures by others in the Company’s industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

The Company projections were not prepared with a view toward complying with GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company projections are unaudited and neither the Company’s

The inclusion of the Company projections should not be regarded as an admission, representation or indication that any of the board, the independent directors, the Company, the Company’s management, Piper Sandler, any of their respective advisors or any other person considered, or now considers, the forecasts to be material or a reliable prediction of future results, and the Company projections should not be relied upon as such. The Company has made no representation to Parent or Merger Sub in the merger agreement or otherwise, concerning the Company projections. The Company projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in this proxy statement and the Company’s public filings with the SEC.

No representation or warranty was made in the merger agreement concerning prospective financial information, including the Company projections. The Company projections should only be evaluated in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC.

The Company projections in this proxy statement do not take into account any conditions, circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement. Except as required by law, the Company does not intend to update or otherwise revise the Company projections to reflect any condition, circumstance or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the transactions contemplated by the merger agreement to occur), even in the event that any or all of the assumptions underlying the Company projections are in error or are no longer appropriate. In light of the foregoing factors and uncertainties inherent in the Company projections, readers of this proxy statement are cautioned not to place any reliance on the portions of the Company projections set forth below.

Subject to the foregoing qualifications, the portions of the Company projections that were provided to the board, Piper Sandler and prospective bidders in April 2021 are summarized below. The prospective financial information for the fiscal years ending 2021 through 2025 was relied upon and used as the basis for the financial analyses conducted by Piper Sandler and summarized below in “— Fairness Opinion of Piper Sandler & Co.”

Certain of the measures included in the Company projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. These non-GAAP measures are included in this proxy statement because such information was made available to the board and Piper Sandler and used in the process leading to the execution of the merger agreement, as described elsewhere in this proxy statement. Reconciliations of certain of these measures are provided below. The figures included in the reconciliation are part of the Company projections, and are subject to and should be read together with the disclosures above.

Adjusted EBITDA. Adjusted EBITDA is defined as net income plus income tax expense, plus interest expense, plus depreciation and amortization, plus transaction costs, plus loss on disposal of assets, and plus loss (gain) on discontinued operations. A reconciliation of adjusted EBITDA is provided below:

Pursuant to an engagement letter dated August 9, 2019, the Company retained Piper Sandler to evaluate strategic alternatives and, if requested, deliver its opinion as to the fairness, from a financial point of view, to the holders of shares of Company common stock of the consideration to be received pursuant to the merger agreement. At a meeting of the board on July 1, 2021, Piper Sandler issued its oral opinion to the board, later confirmed in a written opinion dated July 2, 2021, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Sandler considered relevant, the merger consideration is fair, from a financial point of view, to the holders of shares of Company common stock as of the date of the opinion.

In connection with rendering the opinion described above and performing its financial analyses, Piper Sandler, among other things:

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion, which was reviewed with, and issued verbally to the board at a meeting held on July 1, 2021, and later confirmed in a written opinion dated July 2, 2021. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Sandler or of its presentation to the board on July 1, 2021. You are urged to, and should, read the Piper Sandler opinion in its entirety and this summary is qualified in its entirety by the written opinion of Piper Sandler attached as Annex B hereto, which is incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler or the board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 30, 2021, and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Sandler calculated (i) the Company’s equity value implied by the merger consideration to be approximately $221.7 million, based on approximately 15.8 million shares of Company common stock and common stock equivalents estimated to be outstanding as of May 30, 2021, consisting of in-the-money options (calculated using the treasury stock method), restricted and performance share awards and management profits interest units, and (ii) the Company’s enterprise value (for the purposes of this analysis, implied enterprise value equates to implied equity value less cash and cash equivalents of $12.9 million and plus total long-term debt of $8.1 million as of May 30, 2021, referred to as “EV”) to be approximately $216.9 million. The EV implies an 8.7x multiple relative to the estimated fiscal year 2021 adjusted EBITDA referenced above in the “— Reconciliation of Non-GAAP Financial Measures” table.

Historical Company Trading Analysis. Piper Sandler analyzed the merger consideration to be paid to the holders of shares of Company common stock pursuant to the merger agreement in relation to (1) the closing price per share on February 9, 2021, referred to as the “undisturbed date,” the day the Company announced its commitment to completing the previously announced review of strategic alternatives, (2) the closing price per share on June 30, 2021, the last full trading day prior to Piper Sandler’s presentation to the board on July 1, 2021, (3) the closing price per share for the preceding 7-day, 30-day, 60-day, 90-day and one-year period ended June 30, 2021, and (4) the VWAP for the preceding 7-day, 30-day, 60-day, 90-day and one-year period ended

Selected Public Companies Analysis. Piper Sandler reviewed certain publicly available financial, operating and stock market information of the Company and the following selected U.S. publicly traded companies in the restaurant industry that Piper Sandler deemed relevant. Piper Sandler selected companies based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper Sandler identified and analyzed the following seven selected companies, each of which met all of the foregoing criteria:

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on publicly available information and the Company projections furnished to Piper Sandler by Company management.

The results of this analysis are summarized as follows:

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected companies, Piper Sandler made judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Selected Precedent Transactions Analysis. Piper Sandler reviewed precedent transactions involving target companies in the U.S. restaurant industry that Piper Sandler deemed relevant. Piper Sandler selected these transactions based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper Sandler identified and analyzed the following 18 selected transactions, each of which met all of the foregoing criteria, ordered by reverse chronological order:

Piper Sandler reviewed transaction enterprise values of the selected transactions, calculated, to the extent publicly available, as the purchase price paid for the target involved in such transactions plus total debt, preferred equity and noncontrolling interests (as applicable) less total cash and cash equivalents, as a multiple of adjusted EBITDA (which, in the case of the Company, see “— Reconciliation of Non-GAAP Financial Measures”) for the last twelve months (“LTM”) as of the applicable announcement dates of such transactions. For the purposes of Piper Sandler’s fairness opinion, the LTM for the Company represented estimated fiscal year 2021.

Financial data of the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of the Company was based on publicly available information and the Company projections furnished to Piper Sandler by Company management.

No transaction utilized in the selected precedent transactions analysis is identical to the Company. In evaluating the selected transactions, Piper Sandler made judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Discounted Cash Flow Analysis. Using a discounted cash flows analysis, Piper Sandler calculated an estimated range of theoretical values for the Company based on the net present value of (i) projected unlevered free cash flows from the second half of fiscal 2021, consisting of the third and fourth fiscal quarters 2021, to fiscal year 2025, discounted back to June 2021, based on the Company projections furnished to Piper Sandler by the Company (see “— Certain Prospective Financial Information” above), plus (ii) a terminal value at fiscal year 2025 based upon perpetuity growth rates, discounted back to June 2021. The unlevered free cash flows for each year were calculated from the Company projections as: adjusted EBITDA less depreciation and amortization, less loss on disposal of assets, less income tax expense, plus depreciation and amortization, plus loss on disposal of assets, plus non-cash rent expense, less net capital expenditures and less the change in net working capital. In addition, non-cash compensation was treated as a cash expense for purpose of determining unlevered free cash flow. The terminal values of the Company were calculated by applying the Company’s fiscal year 2025 unlevered free cash flow to a selected range of perpetuity growth rates of 3.7% to 4.7%, with a mid-point of 4.2% chosen by Piper Sandler based on its professional judgment and experience and equal to the Company’s fiscal year 2019 through estimated fiscal year 2021 adjusted EBITDA compounded annual growth rate.

Piper Sandler performed discounted cash flow analyses by calculating the range of net present values for each period from the second half of 2021 to fiscal year 2025 based on a discount rate ranging from 12.2% to 17.2%, with a mid-point of 14.7% chosen by Piper Sandler based on its estimate of the Company’s weighted average cost of capital and Piper Sandler’s professional judgment and experience. Piper Sandler derived these discount rates by application of the capital asset pricing model, which requires certain Company-specific inputs, including a market capitalization size risk premium, as well as certain financial metrics for the United States financial markets generally, and Piper Sandler’s professional judgment and experience.

This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the merger consideration:

Piper Sandler observed certain additional information that was not considered part of its financial analysis for its fairness opinion but was noted solely for reference only, including the following:

Premiums Paid Analysis. Piper Sandler reviewed publicly available information for selected completed or pending precedent transactions to determine the premiums paid in the transactions over recent trading prices of the target companies prior to announcement of the transaction (which represent undisturbed trading prices to the extent publicly available and applicable). Piper Sandler selected these transactions from the SEC database and applied, among others, the following criteria:

Piper Sandler performed premiums paid analyses on 26 transactions that satisfied each of these criteria. Piper Sandler calculated, for this period, the premia represented by the prices per share paid in these transactions relative to the target companies’ (x) one-day prior to the undisturbed date (to the extent publicly available and applicable) or one-day prior to announcement (to the extent there was no undisturbed date) and (y) 90-days prior to announcement. The overall low to high acquisition premia observed for these transactions were 3.0% to 46.3% (with a median of 27.5%) for the one-day premia prior to the undisturbed date, 16.3% to 126.3% (with a median of 33.3%) for the one-day premia prior to announcement and -22.4% to 153.3% (with a median of 29.3%) for the 90-day premia prior to announcement. This analysis indicated the following approximate implied equity value per share reference ranges for the Company, as compared to the merger consideration:

The summary set forth above does not contain a complete description of the analyses performed by Piper Sandler, but does summarize the material analyses performed by Piper Sandler in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Sandler believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Sandler opinion. In arriving at its opinion, Piper Sandler considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Sandler made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Sandler’s view of the actual value of the shares of Company common stock.

None of the selected companies or transactions used in the analyses above is directly comparable to the Company or the transactions contemplated by the merger agreement, including the merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Sandler performed its analyses solely for purposes of providing its opinion to the board. In performing its analyses, Piper Sandler made numerous assumptions with respect to the capital markets, industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Sandler are based upon forecasts of future results furnished to Piper Sandler by the Company’s management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Sandler does not assume responsibility if future results are materially different from forecasted results.

Piper Sandler’s opinion was one of many factors taken into consideration by the board in making the determination to approve the merger agreement and recommend that the shareholders vote in favor of the merger. The above summary does not purport to be a complete description of the analyses performed by Piper Sandler in connection with the opinion or of its presentation to the board on July 1, 2021, and is qualified in its entirety by reference to the written opinion of Piper Sandler attached as Annex B hereto.

Piper Sandler relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or

Piper Sandler relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the merger would be consummated pursuant to the terms of the merger agreement without amendments thereto and (iv) all conditions to the consummation of the merger would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Sandler assumed that all the necessary regulatory approvals and consents required for the merger would be obtained in a manner that would not adversely affect the Company or the contemplated benefits of the merger.

In arriving at its opinion, Piper Sandler did not perform any appraisals or valuations of any specific assets or liabilities of the Company (fixed, contingent or other) and was not furnished or provided with any such appraisals or valuations, nor did Piper Sandler evaluate the solvency of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Sandler in connection with its opinion were going concern analyses and Piper Sandler expressed no opinion regarding the liquidation value of the Company or any other entity. Piper Sandler undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or any of its affiliates was a party or may be subject, and, at the direction of the Company and with its consent, made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Sandler also assumed that neither the Company nor Parent is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the merger.

Piper Sandler’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Sandler expressed no opinion as to the price at which the shares of Company common stock may trade following announcement of the merger or at any future time. Piper Sandler did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to holders of the shares of Company common stock of the merger consideration, as set forth in the merger agreement, and did not address any other terms or agreement relating to the merger or any other terms of the merger agreement. Piper Sandler was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with the merger, the merits of the merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the merger consideration, any other terms contemplated by the merger agreement or the fairness of the merger to any other class of securities, creditor or other constituency of the Company. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee of any party to the merger, or any class of such persons, relative to the compensation to be received by the holders of shares of Company common stock or with respect to the fairness of any such compensation.

As a part of its investment banking business, Piper Sandler is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and

Piper Sandler acted as a financial advisor to the Company in connection with the merger and will receive a fee, currently estimated to be approximately $3.3 million from the Company. A significant portion of Piper Sandler’s fee is contingent upon consummation of the merger. $1.0 million of such fee has been earned by Piper Sandler for rendering its fairness opinion and an additional $75,000 was earned by Piper Sandler in the form of a non-refundable retainer fee, both of such amounts have been paid by the Company to Piper Sandler and are creditable against the total fee. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper Sandler’s opinion. The Company has also agreed to indemnify Piper Sandler against certain liabilities and reimburse Piper Sandler for certain expenses in connection with its services. Piper Sandler is currently engaged as financial advisor for the Company and the board in connection with the Company’s review of strategic alternatives. Within the past three years, Piper Sandler has received investment banking fees from portfolio companies of investment funds affiliated with Parent, which fees amount to approximately $10.0 million. In addition, in the ordinary course of its business, Piper Sandler and its affiliates may actively trade securities of the Company for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Sandler may also, in the future, provide investment banking and financial advisory services to the Company or Parent or entities that are affiliated with the Company or Parent, for which Piper Sandler would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Sandler has adopted policies and procedures to establish and maintain the independence of Piper Sandler’s research department and personnel. As a result, Piper Sandler’s research analysts may hold opinions, make statements or recommendations and/or publish research reports with respect to the Company and the merger and other participants in the merger that differ from the opinions of Piper Sandler’s investment banking personnel.

In connection with the merger agreement, Parent entered into an equity commitment letter with Drawbridge, an affiliate of Parent and Fortress, to fund the transaction. Subject to the terms and conditions of the equity commitment letter, Drawbridge has committed to purchase, or cause to be purchased, securities of Parent for the purpose of providing, and to the extent necessary to provide, sufficient cash to allow Parent to pay the aggregate merger consideration and other amounts pursuant to, and in accordance with, the merger agreement and to pay the related expenses of Parent and Merger Sub that are incurred in connection with the transactions contemplated by the merger agreement.

In considering the recommendation of the board that Company shareholders approve the merger agreement and thereby approve the merger, Company shareholders should be aware that the directors and executive officers of the Company have certain interests in the merger that may be different from, or in addition to, those of Company shareholders generally. The board was informed and aware of these interests and considered them, among other matters, in adopting the merger agreement and approving the merger and making its recommendation that Company shareholders approve the merger agreement and thereby approve the merger. These interests are described below.

As of the date of this proxy statement, none of our directors or executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. Further, pursuant to the direction of the Company’s board, prior to execution of the merger agreement, Parent held no discussions or negotiations with any executive officers or directors concerning future employment with the surviving corporation or one or more of its affiliates. Prior to and following the closing of the merger, however, certain of our executive officers may have discussions with, and following the closing of the merger, may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. Pursuant to the merger agreement, our executive officers will no longer serve as officers of the surviving corporation immediately following the effective time.

Pursuant to the terms of the merger agreement, Company equity awards held by the executive officers and directors of the Company that are outstanding immediately prior to the effective time will be subject to the following treatment, which includes accelerated vesting of unvested awards as required pursuant to the terms of such awards as they existed prior to the execution of the merger agreement.

Company Options. At the effective time, each Company option granted under the Company equity incentive plan that is outstanding as of immediately prior to the effective time, whether vested or unvested, will become fully vested and converted into the right to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time and (2) the number of shares of Company common stock subject to such Company option as of immediately prior to the effective time. Each Company option outstanding as of immediately prior to the effective time with an exercise option price equal to or in excess of the merger consideration will be cancelled at the effective time and without any payment to the holder thereof.

Performance Share Awards. At the effective time, each Company performance share award that is outstanding as of immediately prior to the effective time will automatically become fully vested and free of any forfeiture restrictions and will entitle the holder of such Company performance share award to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the number of shares of Company common stock then underlying such Company performance share award as of immediately prior to the effective time and (2) the merger consideration.

Restricted Share Awards. At the effective time, each Company restricted share award that is outstanding as of immediately prior to the effective time will automatically become fully vested and free of any forfeiture restrictions and will entitle the holder of such Company restricted share award to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the number of shares of Company common stock then underlying such Company restricted share award as of immediately prior to the effective time and (2) the merger consideration.

Class B Units. The merger agreement provides that each Class B Unit outstanding immediately prior to the effective time will become fully vested, and each Class B Unit will be exchanged for Company common stock in accordance with the LLC agreement and the merger agreement and entitle each holder of Class B Units to receive cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the per share merger consideration multiplied by the number of shares of Company common stock issued (or issuable) to such holder in such exchange. All such outstanding Class B Units had previously vested in full prior to the date of the merger agreement. The merger agreement provides that any Class B Unit not eligible to be exchanged will be cancelled, however, based on the applicable hurdle rate of such outstanding Class B Units and the merger consideration, all such outstanding Class B Units are eligible to be exchanged and will be converted into the right to receive the cash payment described above.

The following table shows the estimated cash amounts, as of August 20, 2021, that each of the Company’s executive officers and directors would be eligible to receive (without subtraction of applicable withholding taxes) in connection with the consummation of the merger with regard to Company options, Company restricted share awards, Company performance share awards and Class B Units.

In addition to the payments described above, certain of our executive officers are parties to employment agreements and other agreements that would provide them with certain severance payments in the event such executive officer’s employment was terminated without cause or for good reason within a certain period of time following a change in control. All of the agreements and arrangements described below predated the 2019–2021 strategic process, other than the transaction bonuses.

Pursuant to the terms of the merger agreement, the Company may, prior to the effective time, elect to pay each of the Company’s executive officers a pro-rata portion of the annual bonus to which he or she would have been entitled for the first half of calendar year 2021 based on the performance of the Company through the end of such period.

On May 21, 2021, the compensation committee of the Board approved the payment of transaction bonuses to certain officers and employees of the Company, including Ms. Hagler and Mr. Parks, in order to encourage retention of such officers and employees through the closing of the merger and to incentivize such officers and employees to use extraordinary efforts to ensure the merger is successfully completed. Upon the closing of the merger, Ms. Hagler and Mr. Parks will be entitled to transaction bonus payments equal to $450,000 and $350,000, respectively, so long as such officers remain employed by the Company at the time of the closing.

Each of Messrs. Stout, Parkey and Moore are parties to amended and restated salary continuation agreements with the Company that provide for annual retirement benefits. Payments under these retirement programs would commence following a retirement or termination of employment of the executive. Amounts payable under these retirement programs are fully vested and it is not anticipated that the transactions will have any effect on the amount of any payments to which such executive has accrued. If termination had occurred on August 20, 2021, payments to Mr. Stout would be scheduled to commence 30 days following his termination, in equal monthly installments over 15 years. Pursuant to an election made in accordance with the terms of their respective amended and restated salary continuation agreements, payments to Messrs. Parkey and Moore would be scheduled to commence once the named executive officer attains the age of 65, in equal monthly installments over 15 years.

The Company has funded a “rabbi trust” with respect to amounts payable under the amended and restated salary continuation agreements based on prescribed formulas included in such agreements. Amounts held in the “rabbi trust” are reflected on the Company’s consolidated balance sheets as a component of “Other assets.”

The Company’s accrued obligations under the amended and restated salary continuation agreements, if termination had occurred on August 20, 2021, are described in the table below:

As required by Item 402(t) of Regulation S-K, the table below sets forth the estimated payments that each of the Company’s named executive officers could receive that is based on or otherwise related to the merger. These amounts have been calculated assuming (i) the merger was consummated on August 20, 2021, which is the assumed effective time solely for purposes of the disclosure in this section, and (ii) where applicable, assuming each named executive officer is terminated without “cause” or resigns for “good reason,” as such terms are defined in such named executive officer’s employment agreement with the Company, immediately following the assumed effective time of August 20, 2021. See the section entitled “— Interests of the Company’s Directors and Executive Officers in the Merger” for further information about the compensation disclosed in the table below. The amounts set forth in the table below are the subject of a non-binding advisory vote of Company shareholders, as described in the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2).”

The amounts in the table below do not include amounts that were vested as of August 20, 2021 (other than payments in respect of vested Company options and Class B Units pursuant to the merger agreement, which are included), or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all of the salaried employees of the Company. In addition, the amounts indicated below are estimates of amounts that would be payable to the named executive officers, and the estimates are based on multiple assumptions that may not prove correct, including assumptions described in this proxy statement. Accordingly, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

The terms of the merger agreement provide for certain post-closing covenants related to insurance and indemnification of directors and executive officers. For a description of such covenants, see the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance.”

The terms of the merger agreement provide for certain post-closing covenants related to employee benefit arrangements. For a description of such covenants, see the section entitled “The Merger Agreement — Employee Benefits Matters.”

As discussed in the section entitled “— Background of the Merger,” one of the Company’s board members is affiliated with a party (unrelated to Parent) that made a proposal for a business combination with the Company. Such board member was recused from all aspects of the Company’s strategic review and board matters that could be impacted by, or had an impact on, the strategic process, including business updates to the board from and after the time of such board member’s affiliate’s entry into the strategic process, including the board’s July 1 meeting and final deliberations regarding the approval of the transaction as well as subsequent matters regarding the transaction process.

The merger will be accounted for as a “business combination” for financial accounting purposes.

The following is a general discussion of certain material U.S. federal income tax consequences of the merger to “U.S. holders” (as defined below) whose shares of Company common stock are converted into the right to receive merger consideration in the merger. This discussion does not address any tax consequences of the merger arising under the laws of any state, local or foreign jurisdiction or any United States federal laws other than United States federal income tax laws. This discussion is based on the current federal income tax laws, including the Code, applicable U.S. Treasury Regulations issued under the Code, judicial opinions and administrative rulings, published positions of the Internal Revenue Service (the “IRS”), and other applicable

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock that is:

This discussion applies only to U.S. holders that hold their shares of Company common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to U.S. holders in light of their particular circumstances or U.S. holders subject to special treatment under U.S. federal income tax law, such as:

The exchange of shares of Company common stock for cash in the merger will be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Company common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal

Payments made in exchange for shares of Company common stock pursuant to the merger generally will be subject to information reporting unless the holder is an “exempt recipient” and may also be subject to backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption must complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder timely furnishes the required information to the IRS.

The closing of the merger is subject to expiration or termination of the applicable waiting periods under the HSR Act and the rules thereunder. Under the HSR Act and the rules thereunder, the merger may not be completed unless certain information has been furnished by Parent and the Company to the DOJ and to the FTC and applicable waiting periods expire or are terminated. The HSR Act requires the parties to observe a 30-day waiting period, which we refer to as the initial waiting period, during which time the merger may not be consummated, unless that initial waiting period is terminated early. On July 19, 2021, Parent and the Company each filed the requisite notification and report forms under the HSR Act with the DOJ and the FTC. The initial waiting period under the HSR Act expired at 11:59 p.m. on August 18, 2021.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the DOJ or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger, or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion of the merger subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although we believe that all required regulatory clearances and approvals will be obtained, there can be no assurance that the granting of regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, that a significant period of time will not elapse prior to receipt of all such regulatory clearances and approvals, that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that any such challenge will not be successful.

Under the terms of the merger agreement, Parent and the Company have agreed, among other things, to (i) use reasonable best efforts to cause all of the conditions to closing to be satisfied, (ii) use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its respective subsidiaries with respect to the merger and,

Upon completion of the merger, the Company common stock currently listed on the NYSE will be delisted from the NYSE and deregistered under the Exchange Act.

The following summary describes the material provisions of the voting agreements that were required by Parent as a condition to Parent’s execution of the merger agreement. The description of the voting agreements in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the voting agreements, copies of which are attached to this proxy statement as Annex C, Annex D, and Annex E, and incorporated into this proxy statement by reference. We encourage you to read the voting agreements carefully and in its entirety because this summary may not contain all the information about the voting agreements that is important to you. The rights and obligations of the signatories to the voting agreements are governed by the express terms of the voting agreements and not by this summary or any other information contained in this proxy statement. Concurrently with the execution of the merger agreement, Newport, Ancora, and certain directors and officers of the Company (collectively, the “voting parties”) entered into the voting agreements with Parent and Merger Sub. At the time of the execution of the voting agreements, the voting parties collectively held (directly or indirectly) approximately 22.6% of the outstanding shares of Company common stock, and, as of the record date, approximately 22.6% of the outstanding shares of Company common stock.

Under the voting agreement, the voting parties have, among other things, agreed to vote shares of Company common stock currently owned or controlled by them and any additional shares acquired following the date of the voting agreement (the “covered shares”) (i) in favor of the merger, the approval of the merger agreement and any other matters necessary for consummation of the merger and the other transactions contemplated by the merger agreement and (ii) against (A) any acquisition proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other person (other than the merger), and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the merger or any of the transactions contemplated by the merger agreement or the voting agreement.

Pursuant to the voting agreement, the voting parties have agreed that until the termination of the voting agreement, the voting parties will not (i) tender any covered shares into any tender or exchange offer, (ii) sell, transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “transfer”), or enter into any contract or other arrangement with respect to the transfer of any covered shares or beneficial ownership or voting power of such shares, or (iii) grant any proxies or powers of attorney with respect to any covered shares, deposit any covered shares into a voting trust or enter into a voting agreement with respect to any covered shares. Notwithstanding the foregoing, (a) following the record date, Newport and Ancora are permitted to sell any covered shares by open market sales, subject to certain conditions, including a sale price in such sale that is less than the merger consideration of $14.00 per share, (b) the voting parties may transfer any covered shares if the transferee has also entered into a voting agreement with Parent on substantially the same terms as the voting agreement, and (c) the voting parties may transfer any covered shares with Parent’s written consent.

The obligations and rights under the voting agreement upon the earliest of (i) the effective time, (ii) the termination of the merger agreement in accordance with its terms, (iii) completion of the special meeting and the certification of the results of the special meeting, (iv) a recommendation withdrawal made in accordance with the merger agreement, (v) the effectiveness of any amendment, modification or supplement to, or waiver under, the merger agreement that decreases or changes the form of consideration to be received by shareholders, extends the termination date, imposes additional conditions or obligations that would reasonably expected to prevent or impede the consummation of the merger, modifies certain specified provisions in the merger agreement in a manner adverse to the voting parties, or would otherwise be materially adverse to the voting parties, or (vi) written notice of termination by Parent to the voting parties.

After the execution of the merger agreement, purported shareholders of the Company filed actions against the Company and members of the board, including the following:

The Tovar Complaint alleges that the board of directors and the Company breached fiduciary duties owed to shareholders in relation to the price and terms of the transaction and each of the Complaints also generally allege that the Company and the board violated Sections 14(a) and/or 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by making materially incomplete and misleading disclosures and/or material omissions in the Company’s proxy statement. The actions seek to enjoin the merger or to obtain compensatory damages, and other remedies. The Company believes the plaintiffs’ allegations are without merit, and the Company will contest the allegations vigorously.

The following summary describes the material provisions of the merger agreement and is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that may be important to you. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

The merger agreement is included in this proxy statement to provide you with information regarding its terms and is not intended to provide and should not be relied upon as providing any factual information about the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Such information about the Company can be found elsewhere in this proxy statement or in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information.” The merger agreement contains representations and warranties by, and covenants of, the Company, Parent and Merger Sub, which were made solely for the purposes of the merger agreement and as of specific dates and solely for the benefit of parties to the merger agreement. Further, the representations and warranties in the merger agreement:

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the TBCA, at the effective time, Merger Sub will be merged with and into the Company, whereupon the separate existence of Merger Sub will cease, and the Company will continue as the surviving corporation in the merger and an indirect, wholly-owned subsidiary of Parent.

At the effective time, the charter of the Company will be amended to a form agreed to by Parent and the Company in the merger agreement, and, as so amended, will be the charter of the surviving corporation until thereafter changed or amended. The bylaws of Merger Sub immediately prior to the effective time will be the bylaws of the surviving corporation until thereafter changed or amended. The parties have agreed to take all actions necessary so that the directors and officers of Merger Sub immediately prior to the effective time will be the initial directors and officers of the surviving corporation.

Unless the merger agreement is earlier terminated or the parties otherwise agree in writing, the closing of the merger will take place at 9:00 a.m., Central time, on (a) the third business day after the satisfaction or, to the extent permitted by applicable law, waiver of all the conditions to the completion of the merger (other than those conditions that can only be satisfied at closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions) or (b) such other date, time, and/or place as agreed to by Parent and the Company. On the closing date, the Company and Merger Sub will file articles of merger with the Secretary of State of the State of Tennessee. The merger will be effective at the time when the articles of merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as the parties agree and specify in the articles of merger.

As of the date of this proxy statement, we expect to complete the merger during the fourth quarter of calendar year 2021. However, the merger is subject to receipt of regulatory clearance under the HSR Act and

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than (a) shares owned by the Company (except for shares held either in a fiduciary or agency capacity that are beneficially owned by third parties) or Parent, which will be cancelled, and (b) Company performance share awards and Company restricted share awards, which will be treated as described under “—Treatment of Equity Awards”) will be converted into the right to receive the merger consideration of $14.00 in cash, without interest, subject to any applicable taxes.

At the effective time, each share of common stock of Merger Sub issued and outstanding immediately before the effective time will be converted into one fully paid and nonassessable share of common stock of the surviving corporation.

Company Options. At the effective time, each Company option that is outstanding as of immediately prior to the effective time, whether vested or unvested, will become fully vested and converted into the right to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the excess, if any, of the merger consideration over the exercise price per share of such option as of immediately prior to the effective time and (2) the number of shares of Company common stock subject to such Company option as of immediately prior to the effective time. Each Company option outstanding as of immediately prior to the effective time with an exercise option price equal to or in excess of the merger consideration will be cancelled at the effective time and without any payment to the holder thereof.

Performance Share Awards. At the effective time, each Company performance share award that is outstanding as of immediately prior to the effective time will automatically become fully vested and free of any forfeiture restrictions and will entitle the holder of such Company performance share award to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the number of shares of Company common stock then underlying such Company performance share award as of immediately prior to the effective time and (2) the merger consideration.

Restricted Share Awards. At the effective time, each Company restricted share award that is outstanding as of immediately prior to the effective time will automatically become fully vested and free of any forfeiture restrictions and will entitle the holder of such Company restricted share award to receive a cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the product of (1) the number of shares of Company common stock then underlying such Company restricted share award as of immediately prior to the effective time and (2) the merger consideration.

Class B Units. The merger agreement provides that each Class B Unit outstanding immediately prior to the effective time will become fully vested, and each Class B Unit will be exchanged for Company common stock in accordance with the LLC agreement and the merger agreement and entitle each holder of Class B Units to receive cash payment from the Company or the surviving corporation (without interest and subject to applicable taxes) equal to the per share merger consideration multiplied by the number of shares of Company common stock issued (or issuable) to such holder in such exchange. Any Class B Unit not eligible to be exchanged will be cancelled. All such outstanding Class B Units had previously vested in full prior to the date of the merger agreement. The merger agreement provides that any Class B Unit not eligible to be exchanged will be cancelled, however, based on the applicable hurdle rate of such outstanding Class B Units and the merger consideration, all such outstanding Class B Units are eligible to be exchanged and will be converted into the right to receive the cash payment described above.

Prior to the effective time, Parent will deposit, or cause to be deposited, with a nationally recognized financial institution selected by Parent and approved in advance by the Company (“exchange agent”), for the benefit of the holders of Company common stock, cash in an amount sufficient to pay the aggregate merger consideration.

Any holder of shares of Company common stock held in book-entry form (“book-entry shares”) will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent to receive the merger consideration that such holder is entitled to receive under the terms of the merger agreement. In lieu of a certificate and an executed letter of transmittal, each holder of one or more book-entry shares immediately prior to the effective time, upon receipt by the exchange agent of an “agent’s message” or such other evidence, if any, reasonably requested by the exchange agent in compliance with the exchange agent’s customary procedure, will be entitled to receive in exchange for such book-entry shares, and Parent will cause the exchange agent to pay and deliver as soon as reasonably practicable (but no later than four business days) following the effective time, in respect of each book-entry share held by such holder, the cash amount equal to (1) the number of shares of Company common stock formerly represented by such book-entry shares multiplied by (2) the merger consideration. No interest will be paid or accrue on any cash payable upon cancellation of any book-entry shares.

If any cash deposited with the exchange agent is not claimed within one year following the effective time, such cash will be returned to Parent, upon demand, and any holders of Company common stock who have not complied with the exchange procedures in the merger agreement will thereafter look only to Parent as general creditor for payment of the merger consideration. Any cash deposited with the exchange agent that remains unclaimed five years following the effective time will, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any holder (and their successors, assigns or personal representatives) previously entitled thereto.

In the event any certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, to the extent reasonably required by Parent, the posting by such person of a bond in reasonable amount as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent will pay in exchange for such lost, stolen or destroyed certificate the merger consideration that would be payable in respect thereof pursuant to the merger agreement had such lost, stolen or destroyed certificate been surrendered as provided in the merger agreement.

The merger agreement contains representations and warranties made by the Company, subject to important limitations and qualifications in the merger agreement, in the disclosure schedules delivered in connection with the merger agreement and in the Company’s publicly available filings filed with or furnished to the SEC and publicly available prior to July 2, 2021. The Company’s representations and warranties under the merger agreement relate to, among other things:

None of the representations and warranties in the merger agreement survive after the completion of the merger.

Many of the representations and warranties in the merger agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless a materiality threshold is satisfied or their failure to be true or correct has had, or would be reasonably expected to have, individually or in the aggregate, a material adverse effect).

For purposes of the merger agreement, a “material adverse effect” means, with respect to Parent, any event, change, development or effect that, individually or in the aggregate, prevents or materially impedes or delays, or is reasonably likely to prevent or materially impede or delay, the consummation of the merger on a timely basis or the performance by Parent or Merger Sub of their respective covenants and obligations under the merger agreement.

During the period from July 2, 2021 until the earlier of the effective time or the termination of the merger agreement in accordance with its terms, except (1) as prohibited or required by applicable law or governmental entity, (2) as set forth in the disclosure schedules delivered in connection with the merger agreement, (3) as otherwise contemplated, required or permitted by the merger agreement or (4) as consented to by Parent (which consent will not be unreasonably withheld, conditioned or delayed, except as otherwise set forth in the merger agreement), the Company will conduct the businesses of itself and its subsidiaries in the ordinary course of business in all material respects and use commercially reasonable efforts to comply in all material respects with applicable law and the Company permits, to preserve intact its business organizations, preserves its assets, rights and properties in good repair and condition and preserve its goodwill and relationships with governmental entities and other third parties having business dealings with the Company and its subsidiaries (provided, however, that the Company’s or its subsidiaries’ failure to take any of the foregoing actions because it is prohibited by the following paragraph without Parent’s consent is not a breach under the merger agreement). Notwithstanding anything to the contrary in this paragraph, the Company and its subsidiaries may take any actions in response to COVID-19 measures that the Company reasonably determines are necessary or prudent for it to take and that are substantially consistent with actions taken by similarly situated persons operating in the upscale casual dining segment of the restaurant industry in the geographic region where the affected businesses of the Company or any of its subsidiaries operate.

In accordance with the terms of the merger agreement, the Company agreed to immediately cease and cause to be terminated all discussions or negotiations existing as of the date of the merger agreement with any other parties that may have been ongoing with respect to an acquisition proposal.

For purposes of the merger agreement and as used in this proxy statement, the term “acquisition proposal” means any inquiry, proposal or offer from any person or group (other than Parent, or any of its subsidiaries) for, in one transaction or a series of related transactions, (A) a merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving an acquisition of

From the date of the merger agreement until the earlier of the effective time or the termination of the merger agreement in accordance with its terms, subject to certain exceptions described below, the Company has agreed that it will not, and will cause each of its subsidiaries and its and their respective directors, officers, employees, affiliates, investment bankers, attorneys, accountants, and other advisors or representatives (collectively, “representatives”) not to, and will direct each of its other representatives not to, directly or indirectly:

Notwithstanding the provisions of the merger agreement described above, at any time following the date of the merger agreement and prior to obtaining the requisite shareholder approval, upon receipt of a written acquisition proposal (from any person that did not result in a violation of the non-solicitation provisions of the merger agreement) (1) the Company and its representatives may contact the person or group making such acquisition proposal to ascertain facts or clarify terms and conditions of the acquisition proposal, and (2) if following the receipt of an acquisition proposal that the board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, such proposal constitutes, or could reasonably be expected to result in, a superior proposal (as defined below), the Company and its representatives may, in response to such acquisition proposal:

For the purposes of the merger agreement and as used in this proxy statement, the term “superior proposal” means a bona fide written acquisition proposal (with the percentages set forth in the definition of such term changed from twenty percent (20%) to fifty percent (50%)) that that the Company’s board of directors (or a committee thereof) has determined in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is (i) reasonably likely to be, and reasonably capable of being, consummated in accordance with its terms, and, (ii) if consummated, would be more favorable to the Company shareholders from a financial point of view than the merger, taken as a whole (including changes to the terms and conditions of the merger agreement proposed in response to such acquisition proposal or otherwise by Parent that, if accepted by the Company, would be binding upon Parent and Merger Sub), taking into account and without limitation, (a) all financial considerations, (b) the identity of the person or group making such acquisition proposal, (c) the anticipated timing, conditions and prospects for completion of such acquisition proposal (including any financing contingencies or arrangements), (d) the other terms and conditions of such acquisition proposal and the implications thereof on the Company, including all relevant legal, regulatory and financial aspects of such acquisition proposal and (e) any other aspects of such acquisition proposal reasonably deemed relevant by the Company’s board of directors (or a committee thereof).

In addition to its other non-solicitation obligations, the Company will promptly advise Parent of any acquisition proposal, including the identity of the person or group making such acquisition proposal, a summary of the material terms of such acquisition proposal and copies of any bid or offer letter, acquisition agreement, commitment letter or similar material document relating to such acquisition proposal and will keep Parent reasonably informed of any material developments, discussions, or negations regarding any acquisition proposal. Note that upon the Company’s public announcement of its execution of the merger agreement, counterparties to Company nondisclosure agreements were released from their applicable standstill restrictions, though such parties continue to be bound by the remaining terms of such nondisclosure agreements.

Except as expressly permitted by the merger agreement, neither the Company’s board of directors, nor any committee of the board, may:

The actions described in the four bullet points above constitute a recommendation withdrawal (“recommendation withdrawal”) under the merger agreement. In addition, except as expressly permitted by the merger agreement, the board, or any committee of the board, may not approve or recommend, or publicly resolve or publicly propose to approve or recommend, or cause or permit the Company or any of its subsidiaries to enter into, any agreement in principle, letter of intent, memorandum of understanding, acquisition agreement, merger agreement or similar definitive agreement relating to or in connection with any acquisition proposal, other than a confidentiality agreement entered into in accordance with the non-solicitation provisions of the merger agreement (“alternative acquisition agreement”).

Prior to the receipt of the requisite shareholder vote, but not after, the board may, in response to any bona fide, unsolicited acquisition proposal from any person that did not result from a breach of the non-solicitation

In the event the board has decided to effect a recommendation withdrawal with respect to a superior proposal, the Company may enter into a binding letter agreement with the third party making such superior proposal (a “conditional commitment”), which may provide for payment of the termination fee and the promise that the Company will enter into an agreement and plan of merger that is binding on the Company, subject to certain conditions established in the merger agreement.

Further, the board may effect a recommendation withdrawal at any time prior to receiving the requisite shareholder vote in response to a “Company intervening event” (as defined below) (an “intervening event recommendation withdrawal”) if (1) the Company has complied in all material respects with its obligations under the non-solicitation provisions of the merger agreement and (2) prior to taking such action, the board concludes in good faith (after consultation with its outside financial advisors and outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties; provided, that prior to making such intervening event recommendation withdrawal:

For the purposes of the merger agreement and as used in this proxy statement, “Company intervening event” means any material event, fact, development or occurrence since the date of the merger agreement with respect to the Company and its subsidiaries that affects the business, assets or operations of the Company and its subsidiaries that is not known to the Company’s board of directors and was not reasonably foreseeable by the Company’s board of directors as of the date of the merger agreement, that becomes known to the Company’s board of directors after the date of the merger agreement; provided, however, that in no event will the following events constitute an intervening event: (A) the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof; (B) changes in the market price or trading volume of the Company common stock in and of themselves; or (C) the fact, in and of itself, that the Company exceeds internal or published forecasts; or (D) any consequence arising as a result of the Company’s breach of any covenant or obligation to be performed by it at or prior to the closing date.

The merger agreement does not prohibit the Company or the board from any of the following actions, provided that a recommendation withdrawal may only be as described above:

As soon as practicable in accordance with applicable law and the Company’s organization documents, the Company is obligated to establish a record date for, duly call, and give notice of a special meeting of the Company shareholders (the “special meeting”) and thereafter convene and hold the special meeting for the purpose of seeking the requisite shareholder vote; provided, however, the Company may adjourn the special meeting with Parent’s consent (which consent will not be unreasonably withheld, conditioned or delayed), as necessary to ensure that any required supplement or amendment to this proxy statement is provided to the Company shareholders within a reasonable amount of time in advance of the special meeting. If requested by Parent, the Company must adjourn the Company shareholders’ meeting for up to ten (10) business days if a quorum is not present or the Company has not received proxies representing a number of shares of Company common stock sufficient to obtain the Company shareholder approval. The Company is also obligated to, subject to the Company’s ability to make a recommendation withdrawal pursuant to the terms of the merger agreement, include in this proxy statement the Company board recommendation and a copy of the fairness opinion.

Subject to certain exceptions and limitations, the Company is required to afford Parent’s representatives reasonable access during normal business hours, upon reasonable advance notice, to its and its subsidiaries’ properties, books and records, contracts, permits, and personnel and to furnish as promptly as reasonably practicable to Parent all other information concerning the Company’s and its subsidiaries’ business, properties and personnel as Parent may reasonably request.

The Company, Parent and Merger Sub have agreed to, and to cause their respective subsidiaries to, (i) use reasonable best efforts to satisfy the conditions to closing set forth in the merger agreement as promptly as practicable, (ii) use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its respective subsidiaries with respect to the merger and, subject to the conditions to closing set forth in the merger agreement, to consummate the merger and the other transactions contemplated by the merger agreement, as promptly as practicable, (iii) on the part of Parent, promptly obtain the equity financing and/or any alternate financing, (iv) on the part of the Company, and at Parent’s request, obtain payoff instructions and a customary payoff letter in connection with the repayment of, and the termination of any contracts or liens relating to, any outstanding indebtedness of the Company or its subsidiaries as of the closing date and (v) use reasonable best efforts to obtain as promptly as practicable any consent of, or any exemption or waiver by, any governmental entity and any other third-party consent which is required to be obtained by the parties or their respective subsidiaries in connection with the merger, provided that in no event will the Company be required to pay any consent or similar fee, “profit sharing” or other similar payment or other consideration to obtain the consent of any person under any contract. The parties have agreed to cooperate with the reasonable requests of each other in seeking to obtain any such consent.

Neither the Company nor Parent (or their affiliates) will directly or indirectly acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent or approval of any governmental entity necessary to consummate the merger or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any governmental entity entering an order prohibiting the consummation of the merger; (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) prevent or materially impede or delay the consummation of the merger. The parties further agreed not to voluntarily extend any waiting period associated with any consent of any governmental entity or enter into any agreement with any governmental entity not to consummate the merger, except with the prior written consent of the other party hereto.

The parties have agreed to make all filings and notifications with all governmental entities that are or may become reasonably necessary as promptly as practicable following the effective time to consummate the merger, including: (i) not later than ten (10) business days following the merger agreement, the Company and Parent each making an appropriate filing of a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the merger and, to the extent available, requesting early termination of the initial waiting period under the HSR Act; (ii) the Company and Parent and their respective subsidiaries each making any other filing that may be required under any other antitrust laws or by any antitrust authority; and (iii) the Company and Parent making any other filing that may be required under any applicable law or by any governmental entity with jurisdiction over enforcement of any such law. Each of the Company and Parent has agreed to use reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be reasonably requested by a governmental entity pursuant to the HSR Act or other applicable law. Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other as “Antitrust Counsel Only Material.” Such materials and the information contained therein will only be given to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel.

Subject to applicable law relating to the sharing of information, each of the Company, on the one hand, and Parent, on the other hand, will promptly notify the other of any communication it or any of its affiliates receives from any governmental entity relating to the matters that are the subject of the merger agreement and, prior to submitting any substantive written communication, correspondence or filing by such party or any of its representatives, on the one hand, to any governmental entity or members of its staff, on the other hand, the submitting party will permit the other party and its counsel a reasonable opportunity to review in advance, and consider in good faith the reasonable views of the other party that are provided in a timely manner, in connection with any such communication. Subject to the terms and conditions of the confidentiality agreement between the parties, the Company and Parent and Merger Sub will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing (including, to the extent available, in seeking early termination of any applicable waiting periods under the HSR Act).

The merger agreement provides that for twelve months following the closing date (the “benefits continuation period”), Parent will provide, or cause to be provided, for those employees of the Company and its subsidiaries who continue as employees of the surviving corporation or any of its subsidiaries during all or a portion of the benefits continuation period (collectively, the “continuing employees”), base salary or wages, target cash bonus opportunities and employee benefits substantially comparable to those provided by the Company or the applicable subsidiary to such continuing employee immediately prior to the effective time, (other than equity-based compensation or any auto- or vehicle-related benefits).

Parent has agreed to use its commercially reasonable efforts to (i) credit each continuing employee with his or her years of service with the Company and any predecessor entities for purposes of eligibility, vesting and benefit accrual (including but not limited to accrual of paid time off and levels of severance benefits under severance arrangements) with respect to the Company benefit plans and any replacement or successor benefit plan of Parent that a continuing employee is eligible to participate in following the closing date (except for benefit accrual under a defined benefit pension plan or to the extent such credit would result in a duplication of benefits), (ii) waive any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements in any replacement or successor welfare benefit plan of Parent that a continuing employee is eligible to participate in following the closing date to the extent such exclusions or waiting periods were inapplicable to, or had been satisfied by, such continuing employee immediately prior to the closing date under the analogous Company benefit plan in which such continuing employee participated, and (iii) provide each continuing employee with credit for any co-payments and deductibles paid during the portion of the applicable plan year prior to the closing date (to the same extent such credit was given under the analogous Company benefit plan prior to the closing date) in satisfying any applicable deductible or out of pocket requirements.

Parent has agreed to assume and guaranty the Company’s obligations under certain salary continuation agreements, certain employment agreements and the Company’s bonus plans. Parent has agreed to make payments under such bonus plans with respect to the Company’s 2021 fiscal year for employees whose employment continues after the date of the merger agreement no later than March 15, 2022, provided that the Company may elect to pay a prorated bonus prior to closing with respect to the first half of the 2021 fiscal year, in which case, after the closing, Parent will pay prorated bonuses pursuant to such bonus plans for the remainder of the 2021 fiscal year.

Nothing contained in the merger agreement will create any third party beneficiary rights in any employee or former employee, director or service provider of the Company or any of its affiliates.

Whether or not the merger is consummated, all expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, with certain exceptions set forth in the merger agreement.

Parent has agreed to, and to cause the surviving corporation to, to the fullest extent permitted by law, indemnify, defend and hold harmless (and advance expenses to) the present and former directors and officers of the Company or any subsidiary of the Company and any person acting as director, officer, trustee, fiduciary, employee or agent of another entity or enterprise (including any Company benefit plan or any subsidiary of the Company) at the request of the Company and the members of JAX LLC that are entitled to indemnification under the LLC agreement (each an “indemnified party”) from and against any and all actual, documented costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to, or in connection with, any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur prior to or at the effective time, including the approval of the merger agreement and the merger; provided, that the person to whom expenses are advanced provides written affirmation of the indemnified party’s good faith determination that any applicable standard of conduct required by the TBCA or other applicable law has been met.

An indemnified party must notify the surviving corporation in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought. The surviving corporation will have the right, but not the obligation, to assume and control the defense of any act or omission covered under the merger agreement, with counsel selected by the surviving corporation, which counsel must be reasonably acceptable to the applicable indemnified party; provided, however, that such indemnified party is permitted to participate in the defense of such claim at his or her own expense; and provided, further, that, if the surviving corporation assumes the defense, then the surviving corporation must use its reasonable best efforts to conduct a vigorous defense of such matter. Parent has agreed not to, and to cause the surviving corporation not to, settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought without the prior written consent of the indemnified party, which will not be unreasonably withheld or delayed, unless such settlement, compromise, consent or termination includes an unconditional release of all indemnified parties from all liability arising out of such claim, action, suit, proceeding or investigation, and does not include an admission of fault or wrongdoing by any indemnified party.

Following the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, maintain in effect the provisions in the Company’s charter and the Company’s bylaws as of the date of the merger agreement providing for indemnification, advancement and reimbursement of expenses and exculpation of indemnified parties, as applicable, with respect to the facts or circumstances occurring at or prior to the effective time, to the fullest extent permitted from time to time under applicable law.

Additionally, the surviving corporation or the Company (as caused by Parent) is obligated to purchase a six year extended reporting period endorsement with respect to the current director and officer liability insurance and fiduciary liability insurance having terms and conditions at least as favorable to the indemnified party as the Company’s currently existing directors’ and officers’ liability insurance and maintain the insurance in full force and effect for its full term. Parent’s or the surviving corporation’s obligation to provide this insurance will be capped at 300% of the annual renewal premium amount at the time the policy is purchased. If the annual premium amount for such coverage exceeds this cap, the surviving corporation must obtain a policy with the greatest coverage available for a cost not exceeding such amount.

The Company will provide Parent with the opportunity (but Parent is not obligated) to participate in (but not control), at Parent’s sole expense, the defense and/or settlement of any shareholder litigation against the Company and/or its directors and/or executive officers relating to the merger or the merger agreement and commenced after the execution and delivery of the merger agreement, and the Company will not settle or offer to settle any such litigation without the prior written consent of Parent, which will not be unreasonably withheld, conditioned or delayed.

The merger agreement contains certain other covenants and agreements, including covenants relating to:

Under the merger agreement, each party’s obligation to complete the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver on or prior to the closing date, of the following conditions:

In addition, the obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by Parent, on or prior to the closing date, of the following conditions:

The Company’s obligations to complete the merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver by the Company, on or prior to the closing date, of the following additional conditions:

The merger agreement may be terminated and the merger may be abandoned at any time prior to the completion of the merger in the following circumstances:

For the purposes of the merger agreement and as used in this proxy statement, “willful and material breach” means a material breach of any representation, warranty, covenant or agreement set forth in the merger agreement that is a consequence of an act or a failure to act by a party with the actual knowledge that the taking of such act or failure to act would cause, or would reasonably be expected to result in, a material breach of the merger agreement.

Under the merger agreement, the Company will be required to pay Parent a termination fee equal to $7,750,000 (the “Company termination fee”) if:

Under the merger agreement, Parent will be required to pay the Company a termination fee equal to $10,000,000 if the merger agreement is terminated by the Company due to Parent and Merger Sub’s failure to consummate the merger within 5 business days of receipt of the Company’s notice that the Company is ready and willing to consummate the merger and all conditions to closing have been satisfied.

If the merger agreement is validly terminated, the obligations of the parties will terminate and there will be no liability on the part of any party with respect thereto, except for the confidentiality provisions, the general provisions and certain provisions relating to expenses, the effect of termination, the termination fee and the Parent termination fee, and the parties’ representations with respect to no additional representations and warranties, and Parent’s indemnification obligations with respect to third-party financing, each of which will survive the termination of merger agreement; provided, however, that no party to the merger agreement will be relieved from liability to the other party for damages arising out of any willful and material breach of the merger agreement occurring prior to the termination.

Each of the parties has agreed that irreparable harm would occur for which monetary damages would not be an adequate remedy in the event that any of the provisions of the merger agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the parties have agreed that in the event of any breach or threatened breach by any other party of any covenant or obligation in the merger agreement, the non-breaching party will be entitled to (in addition to any other remedy that may be available to it at law and in equity, including monetary damages) an injunction restraining such breach or threatened breach of the merger agreement and an order of specific performance to enforce the observance and performance of such covenant or obligation without any requirement to show proof of actual damages or provide any bond or other security. Notwithstanding, the parties have agreed that the right of the Company to an injunction, specific performance, or other equitable remedy is conditioned on certain criteria being met, including (i) all conditions to closing having been satisfied, (ii) the equity financing having been funded, (iii) the Company irrevocably confirming in writing that if specific performance is granted and the equity financing is funded, it will take actions to consummate the merger. The parties have agreed not to raise any objections to the granting of an injunction, specific performance, or other equitable relief.

The merger agreement will be governed by and enforced in accordance with Tennessee law. The parties have agreed to exclusive general jurisdiction of the courts of the State of Tennessee or, if unavailable, the federal court in the State of Tennessee, in each case sitting in the City of Nashville in the State of Tennessee in the event any dispute arises out of the merger agreement or the merger.

At any time prior to the effective time, the parties may modify or amend the merger agreement by written agreement executed and delivered by duly authorized officers of the respective parties. The conditions to each of the parties’ obligations to consummate the merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable laws.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is required to submit a proposal to our shareholders to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement. This compensation is described in the table entitled “Merger-Related Compensation,” which is included in the section entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to Named Executive Officers in Connection with the Merger,” including the associated narrative discussion. The board encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement. Accordingly, the Company is asking you to approve the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory, non-binding basis the compensation that will or may become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the table entitled “Merger-Related Compensation” and the related narrative disclosure.”

The vote on this merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve this merger-related compensation proposal and vice versa. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on the Company. Accordingly, if the merger agreement is approved and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this merger-related compensation proposal.

Approval, on an advisory, non-binding basis, of the merger-related compensation proposal requires that the votes cast in favor of the merger-related compensation proposal exceed the votes cast against the merger-related compensation proposal. Because the vote required to approve this proposal is based upon the votes cast by the holders of Company common stock entitled to vote thereon, a shareholder’s failure to submit a proxy card or to vote in person at the special meeting, abstentions, or the failure of a shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the merger-related compensation proposal, assuming a quorum of shares of Company common stock is present or represented at the special meeting.