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Privet Fund LP Delivers Letter To Independent Directors Of J. Alexander's Commenting On Alternative Proposals

Stocks in this article: JAX

Until we feel we are being presented with an offer that reflects a true market- clearing price, we will continue to take all steps appropriate to protect our investment.

Best Regards,

Ryan Levenson and Ben RosenzweigPrivet Fund Management LLC

Contact: Ben RosenzweigPrivet Fund Management LLC(404) 419-2674

[1] In the 10 page "Background to the Offer" section of the initial Schedule 14D9, the name "Stout" appears 35 times while there are only 3 references to the independent members of the Board.  He also selected the Company's financial advisor, negotiated (and renegotiated) employment agreements for himself and his executive team, negotiated many significant deal terms and chose when to terminate discussions with parties other than Fidelity.

[2] In the initial Schedule 14D9 filing, the Board is shown to have considered Party F to be a credible acquirer based on its "bank financing commitments and willingness to add an additional obligor" and that a transaction with Party F at a higher price than Fidelity's current offer "would likely be a superior proposal".  This language is different than the current language of "deemed reasonably expected to result in a superior proposal".

[3] Credit for the quoted phrase belongs to Jonathan Maze of the Restaurant Finance Monitor in his August 27th article.

[4] The increased break-up fee associated with terminating discussions with excluded parties was $1.08 million, or $0.18 per share.

[5] Page 22 of J. Alexander's Schedule 14D9 filed August 6, 2012.

[6] We believe that, if the current process is challenged, you will not be entitled to the benefit of the business judgment rule and any court reviewing your process will appropriately apply an entire fairness standard to its review. 

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