RT Ruby Tuesday, Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RUBY TUESDAY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Ruby Tuesday, Inc.

333 East Broadway Avenue, Maryville, Tennessee 37804

November 20, 2017

Dear Ruby Tuesday Stockholder:

On October 16, 2017, Ruby Tuesday, Inc. (“Ruby Tuesday”) entered into a definitive merger agreement with RTI Holding Company, LLC (“Holding”) and its wholly-owned subsidiary, RTI Merger Sub, LLC (“Merger Subsidiary”). Both Holding and Merger Subsidiary are affiliates of NRD Partners II, L.P. Pursuant to the terms of the merger agreement, Merger Subsidiary will be merged with and into Ruby Tuesday, with Ruby Tuesday surviving the merger as a wholly-owned subsidiary of Holding.

If the merger is completed, Ruby Tuesday stockholders will have the right to receive $2.40 in cash, without interest and less any applicable withholding taxes, for each share of common stock, par value $0.01 per share, of Ruby Tuesday that they own immediately prior to the effective time of the merger. The purchase price represents a premium of approximately 38 percent over Ruby Tuesday’s closing share price on March 13, 2017, the day before Ruby Tuesday announced its intention to explore strategic alternatives and a premium of approximately 21 percent over Ruby Tuesday’s closing share price on October 13, 2017, the last trading day prior to the announcement that Ruby Tuesday had entered into the merger agreement.

We will hold a special meeting of our stockholders in connection with the proposed merger on December 20, 2017 at Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 at 8:00 a.m., local time (unless the special meeting is adjourned or postponed). At the special meeting (or any adjournment or postponement thereof), stockholders will be asked to vote on the proposal to approve and adopt the merger agreement, as it may be amended from time to time. The affirmative vote of the holders of a majority of all the votes entitled to be cast by all shares of Ruby Tuesday common stock entitled to vote thereon is required to approve and adopt the merger agreement.

We cannot complete the merger unless Ruby Tuesday stockholders approve and adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you are able to attend the special meeting in person, please complete, sign and date the enclosed proxy card and return it in the envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the special meeting (or any adjournment or postponement thereof).

After careful consideration, the Ruby Tuesday board of directors has unanimously determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to and in the best interests of Ruby Tuesday stockholders and has unanimously approved the merger agreement. The Ruby Tuesday board of directors unanimously recommends that Ruby Tuesday stockholders vote “FOR” the proposal to approve and adopt the merger agreement.

In addition, the Securities and Exchange Commission has adopted rules that require us to seek a non-binding, advisory vote with respect to certain compensation that will or may be paid by Ruby Tuesday to its named executive officers that is based on or otherwise relates to the merger. The Ruby Tuesday board of directors unanimously recommends that Ruby Tuesday stockholders vote “FOR” the named executive officer merger -related compensation proposal described in the accompanying proxy statement.

The obligations of Ruby Tuesday and Holding to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Ruby Tuesday, the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement.

Thank you for your consideration of this matter and your continued confidence in Ruby Tuesday.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated November 20, 2017 and, together with the enclosed form of proxy, is first being mailed to Ruby Tuesday stockholders on or about November 20, 2017.

Ruby Tuesday, Inc.

333 East Broadway Avenue, Maryville, Tennessee 37804

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO.

Your proxy may be revoked at any time before the vote at the special meeting, or any adjournment or postponement thereof, by (i) giving the Office of the Corporate Secretary written notice of revocation, (ii) returning a later-dated proxy or (iii) attending the special meeting and voting in person.

Please note that we intend to limit attendance at the special meeting to stockholders as of the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, please bring to the special meeting your account statement evidencing your beneficial ownership of Ruby Tuesday common stock as of the record date. All stockholders should also bring photo identification.

The proxy statement of which this notice forms a part provides a detailed description of the merger agreement, the merger and the other transactions contemplated by the merger agreement. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Ruby Tuesday common stock, please contact Ruby Tuesday’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20 ^th Floor

New York, NY 10022

Stockholders May Call Toll-Free: 1 (888) 750-5834

Banks & Brokers May Call Collect: 1 (212) 750-5833

Maryville, Tennessee

November 20, 2017

Ruby Tuesday, Inc.

333 East Broadway Avenue, Maryville, Tennessee 37804

RUBY TUESDAY, INC.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Ruby Tuesday, may have regarding the merger and the special meeting and the answers to those questions. Ruby Tuesday urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

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Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting and vote your shares in person, even if you have already voted by proxy. If you later decide to vote in person at the special meeting, your proxy prior to the special meeting will be revoked. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost -effective and reliable alternative to returning a proxy card by mail.

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If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.

If you have questions about how to vote or change your vote, please contact Innisfree, the firm assisting us in the solicitation of proxies, toll-free at 1 (888) 750-5834. Banks and brokers may call collect at 1 (212) 750-5833.

If your shares are held in street name and you do not issue instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under NYSE rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.

If you fail to complete, sign, date and return your proxy card by mail, or vote via the internet, by telephone or in person, it will have the same effect as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement, but will have no effect on the other proposals.

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If you hold shares in the 401(k) Plan and you do not sign and return your voting instruction card or provide your voting instructions over the internet or by telephone in advance of the 401(k) Plan vote deadline, your 401(k) Plan shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.

If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement. However, a failure to instruct your broker, bank or other nominee to vote on the non-binding proposal regarding merger-related compensation for Ruby Tuesday’s named executive officers (assuming a quorum is present) or the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the approval and adoption of the merger agreement, will have no effect on the outcome of such proposals.

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The merger agreement provides that, upon termination of the merger agreement under certain circumstances, Ruby Tuesday will be required to pay to Holding a termination fee of $7.5 million. See the section entitled “The Merger Agreement—Termination Fee Payable by Ruby Tuesday” beginning on page 79 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.

The merger agreement also provides that, upon termination of the merger agreement under certain circumstances, Holding will be required to pay to Ruby Tuesday a termination fee of $7.5 million. See the section entitled “The Merger Agreement—Termination Fee Payable by Holding” beginning on page 79 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.

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Ruby Tuesday and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Ruby Tuesday if you are a stockholder of record. You can notify us by sending a written request to Ruby Tuesday, Inc., 333 East Broadway Avenue, Maryville, Tennessee 37804 Attn: Corporate Secretary, or calling (865) 379-5700. Stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by notifying Ruby Tuesday at the telephone and address set forth in the prior sentence. In addition, Ruby Tuesday will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.

Innisfree M&A Incorporated

501 Madison Avenue, 20 ^th Floor

New York, NY 10022

Stockholders May Call Toll-Free: 1 (888) 750-5834

Banks & Brokers May Call Collect: 1 (212) 750-5833

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, contain forward-looking statements within the meaning of the U.S. federal securities laws, including, without limitation, statements regarding management’s expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects” or similar words or phrases, although not all forward-looking statements contain such identifying words. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements, which are based on information available to Ruby Tuesday on the date hereof. Although these expectations may change, Ruby Tuesday assumes no obligation to update or revise publicly any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements necessarily involve risks and uncertainties, many of which are outside of Ruby Tuesday’s control, that could cause actual results to differ materially from such statements and from Ruby Tuesday’s historical results and experience. These risks and uncertainties include such things as:

Additional information about risks and uncertainties, and about the material factors or assumptions underlying such forward-looking statements may be found under Part I, Item 1A in Ruby Tuesday’s Annual Report on Form 10-K for the fiscal year ended June 6, 2017 and under Part II, Item 1A in Ruby Tuesday’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 5, 2017. Ruby Tuesday cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the merger, stockholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the merger or other matters attributable to Ruby Tuesday or any other person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced

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above. The forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement. Ruby Tuesday undertakes no obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

THE COMPANIES

Ruby Tuesday, Inc.

Ruby Tuesday owns, operates, and franchises the Ruby Tuesday casual dining restaurant chain and operates in the bar and grill segment of the casual dining industry. As of September 5, 2017, there were 599 Ruby Tuesday restaurants in 41 states and 14 foreign countries. Ruby Tuesday-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest of the United States.

Ruby Tuesday’s principal executive office is located at 333 East Broadway Avenue, Maryville, Tennessee 37804. Ruby Tuesday’s telephone number is (865) 379-5700. Ruby Tuesday’s internet website address is www.rubytuesday.com. The information provided on the Ruby Tuesday website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.

Shares of Ruby Tuesday common stock are listed and trade on the New York Stock Exchange (the “NYSE”) under the symbol “RT.”

NRD Partners II, L.P. (the “Fund”)

The Fund is a private equity fund founded in August 2016 to acquire brands that offer superior products and compelling unit economics and help them grow to their fullest potential through the Fund’s expanding network of franchisee investors. For more information, please visit www.nrdcapital.com. The information provided on the Fund website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to the Fund’s website provided in this proxy statement.

RTI Holding Company, LLC (“Holding”)

Holding was formed in August 2017 solely for the purpose of entering into the merger agreement and completing such other transactions as are necessary to finance the merger. After the closing of the merger, Holding would also act as the holding company and sole stockholder of Ruby Tuesday. Holding has not carried out any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement, which includes certain financing transactions entered into or to be entered into for the purpose of financing the merger.

RTI Merger Sub, LLC (“Merger Subsidiary”)

Merger Subsidiary was formed in September 2017 solely for the purpose of completing the merger with Ruby Tuesday. Merger Subsidiary has not carried out any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

NRD Ventures, LLC (“NRD”)

NRD is a limited liability company formed in March 2016 to conduct acquisition activities. NRD entered into a nondisclosure agreement with Ruby Tuesday on January 25, 2017, thereafter engaged in negotiations regarding the merger and entered into a no-shop agreement with Ruby Tuesday on August 14, 2017.

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THE SPECIAL MEETING

This proxy statement is being provided to the stockholders of Ruby Tuesday as part of a solicitation of proxies by the Ruby Tuesday 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. This proxy statement provides stockholders of Ruby Tuesday with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place

The special meeting is scheduled to be held at Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017 on December 20, 2017 at 8:00 a.m., local time.

Purpose of the Special Meeting

At the special meeting, Ruby Tuesday stockholders will be asked to consider and vote on the following:

Ruby Tuesday stockholders must approve and adopt the merger agreement for the merger to occur. If Ruby Tuesday stockholders fail to approve and adopt the merger agreement, the merger will not occur. The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve and adopt the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation payable in connection with the merger and vote not to approve and adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either Ruby Tuesday or Holding. Accordingly, because Ruby Tuesday is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement is approved and adopted and the merger is consummated, and regardless of the outcome of the advisory vote.

Ruby Tuesday does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters.

Recommendation of the Ruby Tuesday Board of Directors

After careful consideration, the Ruby Tuesday board unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Certain factors considered by the Ruby Tuesday board in reaching its decision to authorize and approve the merger agreement and the merger can be found in the section entitled “The Merger (Proposal 1)—Ruby Tuesday’s Reasons for the Merger” beginning on page 45 of this proxy statement.

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The Ruby Tuesday board unanimously recommends that the Ruby Tuesday stockholders vote “FOR” the proposal to approve and adopt the merger agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Ruby Tuesday to its named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement.

Record Date; Stockholders Entitled to Vote

Only holders of record of Ruby Tuesday common stock at the close of business on November 17, 2017, 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 of the special meeting. At the close of business on November 15, 2017, 61,190,829 shares of Ruby Tuesday common stock were issued and outstanding, and there were 1,805 holders of record of Ruby Tuesday common stock.

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

Quorum

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the shares of Ruby Tuesday common stock outstanding and entitled to vote on the record date will constitute a quorum. Any shares of Ruby Tuesday common stock held by Ruby Tuesday are not considered to be outstanding for purposes of determining 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 or postponement and will subject Ruby Tuesday to additional expense. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the special meeting.

Required Vote

Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of all the votes entitled to be cast by all of our shares of common stock entitled to vote thereon. The proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies, requires that the number of votes cast in favor of the proposal exceed the number of votes opposing the proposal measured by the stock power present in person or represented by proxy at the special meeting (whether or not a quorum is present). The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Ruby Tuesday to its named executive officers that is based on or otherwise relates to the merger requires that the number of votes cast in favor of the proposal exceed the number of votes opposing the proposal measured by the stock power present in person or represented by proxy at the special meeting (provided that a quorum is present).

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person or represented by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present, and will be counted as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement. At the special meeting, abstentions will have no effect on the outcomes of the proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies, and the advisory vote on named executive officer merger-related compensation.

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If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted “ FOR ” (i) the proposal to approve and adopt the merger agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Ruby Tuesday to its named executive officers that is based on or otherwise relates to the merger; and (iii) the proposal to approve the adjournment of the special meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement.

Broker non-votes are shares held by brokers and other record holders that are present in person or represented by proxy at the special meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Ruby Tuesday common stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present in person or represented by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement. However, a failure to instruct your broker, bank or other nominee to vote on the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the approval and adoption of the merger agreement or, assuming a quorum is present, the proposal regarding the advisory vote on named executive officer merger-related compensation, will have no effect on the outcome of such proposals.

Failure to Vote

If you are a registered stockholder and you do not sign and return your proxy card or vote over the internet, by telephone or in person, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “ AGAINST ” the proposal to approve and adopt the merger agreement but will have no effect on the proposal to adjourn the special meeting (whether or not a quorum is present), including if necessary to permit further solicitation of proxies, and the advisory vote on named executive officer merger-related compensation (assuming a quorum is present).

Voting by Ruby Tuesday’s Directors and Executive Officers

At the close of business on November 15, 2017, directors and executive officers of Ruby Tuesday and their affiliates were entitled to vote 1,147,693 shares of Ruby Tuesday common stock, or approximately 1.9% of the shares of Ruby Tuesday common stock issued and outstanding on that date. We currently expect that Ruby Tuesday’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the merger agreement and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

Voting at the Special Meeting

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note that if your shares of Ruby Tuesday common stock are held by a broker, bank or other nominee, and you wish to vote at the special meeting, you must bring to the special meeting a legal proxy from the record holder (your broker, bank or other nominee) of the shares of Ruby Tuesday common stock authorizing you to vote at the special meeting.

You may also authorize the persons named as proxies on the proxy card to vote your shares by (i) signing, dating, completing and returning the proxy card by mail; (ii) over the internet; or (iii) by telephone. Ruby

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Tuesday encourages you to vote over the internet as Ruby Tuesday believes this is the most cost -effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. The internet provides a convenient, cost-effective alternative to returning your proxy card by mail or voting by telephone. If you vote your shares over the internet, you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to vote your shares over the internet, there is no need for you to mail back your proxy card.

To Vote Over the Internet:

To vote over the internet, log on to the voting site indicated on your proxy card. If you vote over the internet, you do not have to mail in a proxy card.

To Vote By Telephone:

To vote by telephone, call the toll-free number indicated on your proxy card. If you vote by telephone, you do not have to mail in a proxy card.

To Vote By Mail:

To vote by mail, complete, sign, date and return the enclosed proxy card and mail it to the address indicated on the proxy card.

If you return your signed proxy card without indicating how you want your shares of Ruby Tuesday common stock to be voted with regard to a particular proposal, your shares of Ruby Tuesday common stock will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

If your shares are held in the 401(k) Plan, you may provide the Plan Trustee with your voting instructions over the internet, by telephone, or by mail, by following the instructions on your voting instruction card.

If your shares are held by your broker, bank or other nominee, you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

If you hold shares in more than one account, you may receive more than one proxy or voting instruction card. To be sure that all of your shares are represented at the meeting, you must submit your proxy or voting instructions with respect to each proxy or voting instruction card you receive.

Revocation of Proxies

You can revoke your proxy at any time before the final vote at the special meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to revoke your proxy.

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If you have questions about how to vote or change your vote, you should contact the firm assisting us with the solicitation of proxies, Innisfree, toll-free at 1 (888) 750-5834. Banks and brokers may call collect at 1(212) 750-5833.

Shares Held in Name of Broker

If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.

Shares Held in the 401(k) Plan

If you hold shares in the 401(k) Plan, your proxy card will serve as a voting instruction card for the Plan Trustee. If you do not sign and return your voting instruction card or provide your voting instructions over the internet or by telephone in advance of the 401(k) Plan vote deadline on December 17, 2017 11:59 p.m. (Eastern Time), your shares will not be voted by the Plan Trustee at the special meeting and will not be counted for purposes of determining whether a quorum exists. 401(k) Plan participants may not vote their 401(k) Plan shares in person at the special meeting.

Tabulation of Votes

A representative from Broadridge Investor Communications Services will serve as the inspector of election.

Solicitation of Proxies

The Ruby Tuesday board is soliciting your proxy, and Ruby Tuesday will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid a solicitation fee of $15,000 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, custodians and other like parties to the beneficial owners of shares of Ruby Tuesday common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of Ruby Tuesday’s directors, officers and employees.

Adjournment

In addition to the proposal to approve and adopt the merger agreement and the advisory vote on named executive officer merger-related compensation, Ruby Tuesday stockholders are also being asked to approve a proposal to, as permitted under the terms of the merger agreement, adjourn the special meeting for the purpose of soliciting additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement. If this proposal is approved, the special meeting could be adjourned by Ruby Tuesday. In addition, Ruby Tuesday could postpone the meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the special meeting or any adjournment or postponement thereof. If you return a proxy and do not indicate how you wish to vote on any proposal, your shares will be voted in favor of such proposal.

The special meeting may be adjourned to another place, date or time, if the number of votes cast in favor of the proposal exceed the number of votes opposing the proposal measured by the stock power present in person or represented by proxy at the special meeting (whether or not a quorum is present). The chairman of the meeting or the Ruby Tuesday board may also adjourn the special meeting to another date, place or time.

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The Ruby Tuesday board unanimously recommends a vote “FOR” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement.

Effects on Ruby Tuesday If the Merger Is Not Completed

If the merger agreement is not adopted by Ruby Tuesday stockholders or if the merger is not completed for any other reason, Ruby Tuesday stockholders will not receive any payment for their shares in connection with the merger. Instead, Ruby Tuesday will remain an independent public company. In addition, if the merger is not completed, Ruby Tuesday stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive casual dining industry in which Ruby Tuesday operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Ruby Tuesday common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Ruby Tuesday common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Ruby Tuesday common stock. If the merger is not completed, the Ruby Tuesday board will continue to evaluate and review Ruby Tuesday’s business operations, properties, dividend policy, share repurchases and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the merger agreement is not approved and adopted by Ruby Tuesday stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Ruby Tuesday will be offered or that Ruby Tuesday’s business, prospects or results of operation will not be adversely impacted.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, Ruby Tuesday will be required to pay to Holding a termination fee of $7.5 million. The merger agreement also provides that, upon termination of the merger agreement under certain circumstances, Holding will be required to pay to Ruby Tuesday a termination fee of $7.5 million. See the section entitled “The Merger Agreement—Termination Fee Payable by Ruby Tuesday” and “The Merger Agreement—Termination Fee Payable by Holding” beginning on pages 79 and 79, respectively, of this proxy statement.

Background of the Merger

The Ruby Tuesday board and management regularly review and assess Ruby Tuesday’s operations, performance, prospects and strategic direction, as well as casual dining industry trends and the economic climate. In connection with these activities, the Ruby Tuesday board considers from time to time potential strategic alternatives to maximize stockholder value, including potential business combinations, acquisitions, dispositions and sale-leasebacks of certain real estate assets.

On August 11, 2016, Ruby Tuesday announced that it planned to close approximately 95 of its underperforming restaurants as part of an asset rationalization plan, which Ruby Tuesday adopted following an extensive, cross-functional review led by Ruby Tuesday’s Chief Development Officer in consultation with the Ruby Tuesday board and management. Ruby Tuesday also announced initiatives to improve its menu, salad bar offerings and dining environment.

Also on August 11, 2016, Ruby Tuesday released its fiscal fourth quarter 2016 financial results for the quarter ended May 31, 2016, during which period total revenue declined by 5.9% and same store sales declined by 3.7% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.46 per diluted share of Ruby Tuesday.

On September 13, 2016, James J. Buettgen, Ruby Tuesday’s President and Chief Executive Officer at the time, resigned, and the Ruby Tuesday board appointed Lane Cardwell, Jr., a member of the Ruby Tuesday board, as interim President and Chief Executive Officer until a successor was found.

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On September 23, 2016, NRD sent the Ruby Tuesday board an unsolicited letter of intent, which outlined NRD’s interest in a potential acquisition of Ruby Tuesday at a price of $3.50 per share and requested a 60-day period of exclusive negotiations with Ruby Tuesday. The letter of intent was silent as to NRD’s financing arrangements and the future role of Ruby Tuesday’s current management. Ruby Tuesday shared NRD’s letter of intent with UBS, which had previously provided advice to Ruby Tuesday on an informal basis without a fee arrangement, including in connection with the sale of Ruby Tuesday-owned Lime Fresh Mexican Grill restaurants to Rubio’s Restaurants, Inc. on June 1, 2016. The Ruby Tuesday board, after consultation with UBS and management, concluded that pursuing the proposal was not in the best interests of Ruby Tuesday and decided to have Ruby Tuesday and its management focus on implementing management’s plan to improve Ruby Tuesday’s operations and execution, which centered on a series of new initiatives, including a “Fresh New Menu” and a “Fresh New Garden Bar.”

On October 5, 2016, the Ruby Tuesday board held a regularly scheduled meeting at which UBS discussed with the Ruby Tuesday board the effects of merger and acquisition interest on the company’s securities, near term opportunities to buy back shares of Ruby Tuesday common stock, Ruby Tuesday’s defensive profile with respect to potential merger and acquisition activity and the process for determining the value of Ruby Tuesday’s real estate portfolio as an important step in evaluating Ruby Tuesday’s financing alternatives.

On October 6, 2016, Ruby Tuesday released its fiscal first quarter 2017 financial results for the quarter ended August 30, 2016, during which period sales declined by 8.2% and same store sales declined by 2.7% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.66 per diluted share of Ruby Tuesday.

On October 11, 2016, Mr. Cardwell and Aziz Hashim, the Founder and Managing Partner of NRD, met for an introductory lunch meeting with the understanding that Ruby Tuesday was not interested in pursuing a transaction with NRD.

On November 14, 2016, Engaged Capital LLC (“Engaged Capital”) filed a Schedule 13F with the SEC disclosing that, as of September 30, 2016, it held approximately 3.3% of the outstanding shares of Ruby Tuesday common stock.

From late November 2016 to late December 2016, Engaged Capital and members of Ruby Tuesday’s management team spoke by email and telephone to discuss various matters related to Ruby Tuesday, including the estimated value of Ruby Tuesday’s real estate assets.

On November 29, 2016, Ruby Tuesday entered into a waiver relating to its revolving credit agreement dated as of December 3, 2013 among Ruby Tuesday, as borrower, certain subsidiaries of Ruby Tuesday, as the guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and issuing bank (such credit agreement, the “2013 Credit Agreement”), in response to Ruby Tuesday’s failure in November 2016 to comply with a financial covenant under the credit agreement requiring Ruby Tuesday to maintain a consolidated fixed charge coverage ratio.

On December 31, 2016, Ruby Tuesday entered into a waiver relating to its 2013 Credit Agreement in response to Ruby Tuesday’s failure in November 2016 to comply with a financial covenant under the credit agreement requiring Ruby Tuesday to maintain a consolidated fixed charge coverage ratio.

On January 4, 2017, UBS discussed with the Ruby Tuesday board its preliminary analysis of Ruby Tuesday’s valuation based on Ruby Tuesday management’s financial projections dated November 11, 2016. UBS also reviewed with the Ruby Tuesday board methods of assessing the value of Ruby Tuesday’s owned real estate for financing purposes. UBS further discussed with the Ruby Tuesday board a proposed commercial mortgage-backed securities (“CMBS”) loan to provide Ruby Tuesday with working capital, along with an indicative timeline and terms for such a loan.

On January 5, 2017, Ruby Tuesday released its fiscal second quarter 2017 financial results for the quarter ended November 29, 2016, during which period sales declined by 17.7% and same store sales declined by 4.1% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.63 per diluted share.

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On January 11, 2017, NRD sent a follow-up letter to Ruby Tuesday and the Ruby Tuesday board reiterating its offer of $3.50 per share. This letter was also silent as to NRD’s financing arrangements. In response to this letter, Ruby Tuesday contacted UBS on January 11, 2017 in connection with exploring strategic alternatives and retained UBS as a financial advisor.

On January 14, 2017, the Ruby Tuesday board held a meeting, with senior management participating. Sue Briley, Chief Financial Officer of Ruby Tuesday, informed the Ruby Tuesday board that, based on investor calls following the previous earnings release, investors felt that the “Fresh New Garden Bar” initiative was not sufficient and that an alternative plan was needed. The Ruby Tuesday board then discussed the unsolicited proposal from NRD and previous conversations with UBS and set a meeting for January 17, 2017 to discuss with UBS and Ruby Tuesday’s counsel, Davis Polk & Wardwell LLP (“Davis Polk”) exploring strategic alternatives, including NRD’s proposal.

On January 17, 2017, the Ruby Tuesday board held a meeting where UBS led a discussion on NRD and its proposal, as well as potential responses to NRD, including an announcement by Ruby Tuesday that it was exploring strategic alternatives and the associated illustrative timelines. Following the discussion with UBS, Davis Polk reviewed with the Ruby Tuesday board the directors’ fiduciary duties and other legal matters relating to the consideration of potential strategic alternatives.

On January 18, 2017, at the direction of the Ruby Tuesday board, UBS spoke with NRD and conveyed that Ruby Tuesday would allow NRD to conduct limited due diligence on Ruby Tuesday over a 30-day period, without providing for exclusivity, and with the expectation that NRD would provide an improved offer containing an enhanced price proposal and financing arrangements sufficient to address Ruby Tuesday’s concerns about the execution risk in NRD’s proposal. At the request of Ruby Tuesday, NRD provided a letter on January 19, 2017 outlining NRD’s access to equity capital to fund the proposed transaction. Subsequently, Ruby Tuesday and NRD entered into a confidentiality agreement dated January 25, 2017 with a customary standstill provision, and Ruby Tuesday provided certain non-public due diligence information to NRD.

Over the course of NRD’s due diligence period, Ruby Tuesday entered into confidentiality agreements with a series of NRD’s prospective financing sources. Ruby Tuesday also made a limited-scope data room available to NRD and its financing sources. NRD also requested that Ruby Tuesday enter into a confidentiality agreement with a third-party franchise operator potentially interested in acquiring a number of Ruby Tuesday’s restaurant locations, but Ruby Tuesday decided that it was premature for NRD to bring in additional parties until NRD submitted an improved offer.

On January 23, 2017, at the request of the Ruby Tuesday board, UBS provided a disclosure letter to Ruby Tuesday describing certain of its investment banking relationships with Ruby Tuesday and NRD.

On January 31, 2017, Ruby Tuesday entered into the seventh amendment and waiver relating to its 2013 Credit Agreement in response to Ruby Tuesday’s inability in November 2016 to comply with the financial covenant under the 2013 Credit Agreement requiring Ruby Tuesday to maintain a consolidated fixed charge coverage ratio.

On February 13, 2017, the Ruby Tuesday board met telephonically with UBS, Davis Polk and management in attendance. UBS discussed with the Ruby Tuesday board its analysis of Ruby Tuesday’s valuation based on revised financial projections provided by Ruby Tuesday management dated February 6, 2017, which contained projections that were revised down from the previous financial plan provided on November 11, 2016 to reflect ongoing softness in store performance despite Ruby Tuesday’s new initiatives. UBS also reviewed various potential strategic alternatives for Ruby Tuesday, including a sale of Ruby Tuesday to another buyer, a sale of a minority equity interest in Ruby Tuesday to a non-strategic buyer, various recapitalization transactions (including the issuance of CMBS for refinancing), a sale of the restaurants operated by Ruby Tuesday to new or existing franchisees, closure of Ruby Tuesday’s underperforming restaurants and a sale of the related real estate, a sale-

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leaseback financing transaction and remaining as a standalone public company. At the same meeting, Davis Polk discussed with the Ruby Tuesday board its fiduciary duties in the context of the strategic alternatives before the Ruby Tuesday board, identifying various factors the Ruby Tuesday board should consider in evaluating the alternatives. Davis Polk also reviewed with the Ruby Tuesday board certain aspects of NRD’s proposal and outlined for the Ruby Tuesday board the process and timeline for executing a definitive agreement for a strategic transaction.

On February 27, 2017, NRD sent Ruby Tuesday and the Ruby Tuesday board a letter expressing continued interest in a potential acquisition of Ruby Tuesday, but at a reduced price range of $2.50 to $3.00 per share. NRD stated that due diligence review was still underway, both for NRD and its prospective lenders, and therefore a firmer price was not possible at that time. NRD did not provide any written proof of funds or any proposal on financing arrangements to address Ruby Tuesday’s stated concerns about execution risk.

On March 2, 2017, the Ruby Tuesday board met telephonically, with UBS, Davis Polk and management in attendance. UBS reviewed with the Ruby Tuesday board NRD’s proposal and recommended that Ruby Tuesday board announce publicly that it is exploring strategic alternatives if NRD failed to provide a comprehensive offer without any financing contingencies.

On March 3, 2017, at the direction of the Ruby Tuesday board, UBS informed NRD that the Ruby Tuesday board was disappointed with NRD’s latest proposal and that the Ruby Tuesday board had decided to make a public announcement on March 6, 2017 that it would undertake a review of strategic alternatives, including a potential sale of Ruby Tuesday.

Also on March 3, 2017, Ruby Tuesday entered into a written engagement letter with UBS with respect to its retention as a financial advisor.

On March 5, 2017, NRD’s financial advisor, Arlington Capital Advisors (“Arlington”) contacted UBS to request that Ruby Tuesday delay its strategic alternatives press release in order to give NRD additional time to submit a preemptive offer accompanied by evidence of NRD’s financing.

On March 6, 2017, after discussion with Ruby Tuesday, UBS informed NRD that Ruby Tuesday would delay making a strategic alternatives announcement to allow NRD a further opportunity to submit a preemptive offer. UBS detailed the specific conditions that NRD would need to satisfy in its response, namely (i) a revised offer by March 9, 2017 containing a preemptive value proposal with a specific per share purchase price, (ii) draft commitment letters evidencing commitments for all of the capital required to consummate an acquisition of Ruby Tuesday at the proposed purchase price and (iii) confirmation that NRD has begun its quality of earnings due diligence review with its third-party accountant.

On March 9, 2017, NRD submitted a revised offer of $2.51 per share. In that same letter, NRD also represented that it had obtained signed letters of intent from institutions totaling $280 million in financing, in addition to equity commitments of $95 million from its affiliated equity funds. NRD stated that it was not willing to provide written copies of its confidential financing letters to Ruby Tuesday prior to Ruby Tuesday’s commitment to move forward with the transaction on an exclusive basis with NRD. This offer failed to demonstrate any financing commitments or credible paths to financing commitments to fund its proposal. NRD did not provide any commitment letters for debt or real estate sale-leaseback arrangements, and did not provide any proof of funds with respect to its equity financing sources. NRD also did not initially provide any documentation to substantiate its claims of having third-party financing, and when prompted, NRD produced a highly conditional, non-binding letter of intent from a third-party financing source that contained an agreement to attempt to negotiate and enter into a sale-leaseback transaction with NRD. The non-binding letter of intent contemplated that any definitive agreement between the financing source and NRD would provide that a $5,000,000 earnest money deposit be NRD’s sole remedy for any default by the financing source.

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On March 10, 2017, the Ruby Tuesday board held a meeting with UBS, Davis Polk and management in attendance. UBS led a discussion on NRD’s revised proposal and potential strategic alternatives. The Ruby Tuesday board determined that there was no basis to pursue exclusive negotiations with NRD given that, aside from the offered price, NRD’s proposal would subject Ruby Tuesday and its stockholders to extraordinary execution risk. Following conversations with UBS, Davis Polk and management, the Ruby Tuesday board decided to issue a press release on March 13, 2017 announcing that Ruby Tuesday was considering strategic alternatives. UBS also discussed Ruby Tuesday’s valuation based on revised financial projections provided by Ruby Tuesday management on March 7, 2017, which contained projections that were further revised down from the previous financial plan provided on February 6, 2017 to reflect ongoing and challenging market conditions in the casual dining industry and the performance of the “Fresh New Garden Bar” initiative.

Following the March 10, 2017 board meeting, at the direction of the Ruby Tuesday board, UBS informed NRD that its most recent offer was insufficient, that Ruby Tuesday would announce a strategic review process, and that NRD was welcome to continue its efforts and submit a potentially preemptive offer.

On March 11, 2017, Mr. Hashim spoke with Stephen Sadove, Ruby Tuesday’s Non-Executive Chairman, to discuss the Ruby Tuesday board’s decision to reject the offer made by NRD on March 9, 2017 and to discuss certain strategic steps that Ruby Tuesday may take in the future.

On March 13, 2017, Ruby Tuesday issued a press release after market close indicating that it was considering strategic alternatives. Thereafter, at the direction of the Ruby Tuesday board, UBS engaged in preliminary discussions with a total of 47 parties (including four parties that only entered the process in May 2017) regarding a potential acquisition of Ruby Tuesday or its real estate assets. These parties included a mix of financial sponsors, strategic acquirors and family-controlled investment groups. The discussions were of an exploratory nature, during which UBS, at the direction of the Ruby Tuesday board, informed parties that Ruby Tuesday was willing to consider a range of possible transaction structures, including an acquisition of all of Ruby Tuesday’s outstanding common stock or a transfer of Ruby Tuesday’s real estate assets in a sale-leaseback transaction or other transaction. Ruby Tuesday entered into confidentiality agreements with a total of 23 of these parties, including the four parties that only entered the process in May 2017. All of the confidentiality agreements contained a customary standstill provision prohibiting, among other things, the counterparty from acquiring shares of Ruby Tuesday common stock and waging a proxy contest or other shareholder activism campaign.

On March 19, 2017, at the request of Ruby Tuesday, Davis Polk sent an initial draft of a definitive transaction agreement to NRD’s legal counsel to enable NRD to prepare a bid for Ruby Tuesday that would preempt the strategic alternatives process.

On March 20, 2017, a representative of an unidentified party, which subsequently became identified as a party referred to here as Bidder 11 contacted UBS to inquire preliminarily about the contemplated sale process. The representative indicated that Bidder 11 would be in touch later if they had further interest.

On March 23, 2017, NRD sent a letter to Ruby Tuesday and the Ruby Tuesday board reaffirming NRD’s interest in acquiring Ruby Tuesday and reiterating various points discussed on the March 11, 2017 call between Mr. Hashim and Mr. Sadove. On March 23, 2017, NRD was provided access to a virtual data room that contained detailed business, financial, regulatory, legal and other information concerning Ruby Tuesday.

Also on March 23, 2017, Leon Capital Partners, LLC (“Leon”) informed UBS that it anticipated filing a Schedule 13D with the SEC disclosing that it had acquired approximately 9% of the outstanding shares of Ruby Tuesday on the open market since Ruby Tuesday’s March 13, 2017 strategic alternatives announcement. Leon informed UBS that it was very interested in participating in the sale process and that it was not an activist investor. Leon entered into a confidentiality agreement with Ruby Tuesday on the same day, which contained a customary standstill provision.

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On March 24, 2017, Leon filed a Schedule 13D with the SEC after market close disclosing that it had acquired approximately 9.5% of the outstanding shares of Ruby Tuesday common stock.

Beginning in late March 2017, at the direction of Ruby Tuesday, UBS sent letters to 19 parties (not including Bidder 11 as they had not contacted UBS again since the preliminary discussion on March 20, 2017), instructing them to submit first-round, non-binding proposals for a strategic transaction with Ruby Tuesday by April 13, 2017. The letters stated that all first-round proposals should include an overview of the bidder and specify the bidder’s proposed consideration, assumptions, intended financing sources, required approvals, due diligence work plan, closing conditions and anticipated timing.

On April 4, 2017, the Ruby Tuesday board held a meeting with UBS and management in attendance. UBS provided an update and advised the Ruby Tuesday board that a number of preliminary expressions of interest were expected from both strategic acquirors and financial sponsors.

On April 6, 2017, Ruby Tuesday released its fiscal third quarter 2017 financial results for the quarter ended February 28, 2017, during which period total revenue declined by 16.8% and same store sales declined by 4.0% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.33 per diluted share of Ruby Tuesday.

Also on April 6, 2017, Ruby Tuesday named James F. Hyatt, II as President and Chief Executive Officer of Ruby Tuesday and a member of the Ruby Tuesday board. The Ruby Tuesday board considered the potential effect that Mr. Hyatt’s appointment may have on Ruby Tuesday’s strategic alternatives review and structured Mr. Hyatt’s employment arrangement to take this into account. In particular, Mr. Hyatt’s restricted stock award would vest in three annual installments and no further award grants would be made following Ruby Tuesday’s announcement of an agreement to be sold as a result of the strategic alternatives review. In addition, in the event of termination, subject to certain conditions, Mr. Hyatt would only be entitled to a cash severance payment equal to his base salary, and he would remain ineligible for Ruby Tuesday’s Executive Severance Plan (with cash severance equal to two times base salary) until April 4, 2018.

On April 13 and April 14, 2017, Ruby Tuesday received preliminary non-binding indications of interest from nine parties, resulting in a total of ten preliminary non-binding indications of interest, including NRD’s previously submitted proposal. Five parties (referred to here as Bidders 1 through 5) submitted proposals to acquire the entire company for consideration per share of $2.40 to $2.60 (Bidder 1), $3.05 (Bidder 2), $3.25 to $3.40 (Bidder 3), $5.75 (Bidder 4) and $2.25 to $2.75 (Bidder 5). Three parties submitted proposals to acquire Ruby Tuesday’s restaurant business (including NRD and a party referred to here as Bidder 6, which also submitted a proposal to acquire the entire company), noting that in order to consummate such an acquisition, they would expect to partner with a third party interested in entering into a sale-leaseback transaction with respect to Ruby Tuesday’s real estate assets. NRD offered to purchase Ruby Tuesday at the price of $2.51 per share. Bidder 6 offered to purchase the entire company for an enterprise value of $400 to $450 million. A party referred to here as Bidder 7 submitted an indication of interest that did not provide a purchase price. Two parties (referred to here as Bidders 8 and 9) submitted proposals to acquire only Ruby Tuesday’s real estate assets, in the case of Bidder 8 pursuant to a sale-leaseback transaction for an enterprise value of $315 million; and in the case of Bidder 9 pursuant to a transaction structure to be determined without providing the purchase price.

On April 17, 2017, the Ruby Tuesday board held a meeting to review and discuss the first-round proposals with members of senior management and UBS and Davis Polk present. UBS provided an overview of the process that UBS had conducted to identify potentially interested parties and described the proposals that Ruby Tuesday had received, including NRD’s proposal. After discussion, the Ruby Tuesday board determined to invite NRD and each of the parties that had submitted first-round proposals other than Bidder 5 (which had submitted a proposal to acquire Ruby Tuesday at a purchase price of $2.25 to $2.75 per share, considerably lower than the price offered by other bidders) to proceed to a second-round bidding process. Davis Polk then reviewed with the Ruby Tuesday board the key terms of the draft merger agreement to be provided by Ruby Tuesday to the

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participants in the second-round bidding process. At the request of the Ruby Tuesday board, Davis Polk also reviewed with the Ruby Tuesday board the takeover defenses available under Ruby Tuesday’s organizational documents.

Over the next several days, at the direction of Ruby Tuesday, UBS communicated the Ruby Tuesday board’s decision to NRD and the other parties that had submitted proposals in the first round. UBS informed each bidder invited to participate in the second round that more detailed instructions regarding the process would be provided in due course. In the case of Bidder 4, which was an unknown consortium bidder, as instructed by the Ruby Tuesday board, UBS requested Bidder 4 to provide further detail on the identity of its equity financing sources before it would be permitted to participate in the second round. No such information was ever provided and Bidder 4 did not progress further in the sales process.

On April 21, 2017, a party referred to here as Bidder 10 submitted a first-round proposal to acquire Ruby Tuesday at $2.00 to 2.50 per share, a price well below that at which the Ruby Tuesday board had already decided not to allow Bidder 5 to proceed with the second round bid process. UBS, after consulting with Ruby Tuesday, advised Bidder 10 that its price per share was considerably lower than the other bidders and that Bidder 10 would not be permitted to participate in the second round.

On April 24, 2017, Bidder 5 submitted a revised first-round proposal to acquire Ruby Tuesday for a price of $2.75 to $3.25 per share. Since Bidder 5’s revised price became comparable to the price submitted by the other first-round bidders whom the Ruby Tuesday board admitted to the second round bid process, UBS, after consulting with management of Ruby Tuesday, invited Bidder 5 to participate in the second-round process as well.

In late April 2017, the eight other remaining bidders were provided access to the virtual data room that NRD had already been accessing. The virtual dataroom contained detailed business, financial, regulatory, legal and other information concerning Ruby Tuesday.

On April 28, 2017, Arlington forwarded to UBS a letter from outside counsel to NRD seeking additional information regarding Ruby Tuesday’s real estate.

On May 2, 2017, Bidder 2 met with UBS and management of Ruby Tuesday at Ruby Tuesday’s offices in Orlando, Florida. Later the same day, Bidder 1 met with UBS and management of Ruby Tuesday by video conference.

Also on May 2, 2017, Bidder 3 advised UBS that Bidder 3 had decided not to move forward in the process due to its assessment that the operational challenges would require more resources than first estimated to improve the financial performance of Ruby Tuesday.

On May 3, 2017, Bidder 8 met with UBS and management of Ruby Tuesday at Ruby Tuesday’s offices in Orlando, Florida.

On May 4, 2017, Bidder 9 contacted UBS to indicate that Bidder 9 had decided not to move forward with a proposal for a strategic transaction and that it was only interested in acquiring a select portfolio of Ruby Tuesday’s real estate.

On May 5, 2017, following numerous discussions with the Ruby Tuesday board and UBS, management of Ruby Tuesday finalized its five-year financial plan, which included lower same store sales revenue growth forecasts, higher EBITDA margins due to lower cost of goods sold, payroll and marketing expenses, and higher maintenance capital expenditure, as compared to the previous financial plan provided on March 7, 2017.

On May 8, 2017, Bidder 5 met with UBS and management of Ruby Tuesday at Ruby Tuesday’s offices in Orlando, Florida. On the same day, at the request of the Ruby Tuesday board, UBS provided a disclosure letter to Ruby Tuesday indicating certain of its investment banking relationships with Ruby Tuesday and the first-round bidders.

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On May 9, 2017, Bidder 6 met with UBS and management of Ruby Tuesday at Ruby Tuesday’s offices in Orlando, Florida. Later the same day, Bidder 7 also met with UBS and management of Ruby Tuesday at Ruby Tuesday’s offices in Orlando, Florida.

On May 12, 2017, the Ruby Tuesday board held a meeting with UBS, Davis Polk and management present to review the status of the second-round process. UBS reviewed with the Ruby Tuesday board the outcome of the management meetings that had been held with the six remaining first-round bidders (not including NRD) and described certain strengths, weaknesses and areas of focus of the first-round bidders. UBS noted that Bidder 4 had become non-responsive after repeated inquiries by UBS as to the identity of its equity financing sources and had effectively withdrawn from the process. UBS recommended that the draft merger agreement prepared by Davis Polk be distributed to the first-round bidders during the following week, along with requests for second-round proposals.

On May 15, 2017, Mr. Hyatt, UBS and representatives of NRD met in New York City to discuss Mr. Hyatt’s initial perspectives and observations on Ruby Tuesday and the challenges facing Ruby Tuesday.

On May 16, 2017, Bidder 6 advised UBS that Bidder 6 had decided not to move forward with a proposal for a strategic transaction with Ruby Tuesday due to its assessment that significant investment would be required to improve the financial performance of Ruby Tuesday.

On May 16, 2017, Bidder 11 contacted UBS seeking to participate in the sale process.

Also on May 16, 2017, Ruby Tuesday entered into a confidentiality agreement containing a customary standstill provision with Bidder 11.

On May 18, 2017, at the direction of Ruby Tuesday, UBS sent letters to all parties remaining in the second-round sale process, six in total (excluding Bidder 11, which received such letter later), describing the requirements established by the Ruby Tuesday board for the second round of the process. The letters stated that all second-round non-binding proposals should be submitted to Ruby Tuesday by June 12, 2017, be accompanied by a mark-up of the draft merger agreement and a mark-up of the limited guarantee (if applicable), confirm the completion of the bidder’s due diligence and specify the bidder’s proposed consideration, proposed financing sources, required approvals and anticipated timing.

On May 19, 2017, the draft merger agreement and related draft documents were made available to all parties remaining in the second round, (excluding Bidder 11, which received such materials later).

On May 25, 2017, Bidder 2 and Bidder 5 separately met with Mr. Hyatt and UBS to perform on-site visits of Ruby Tuesday’s headquarters in Maryville, Tennessee and one of the Ruby Tuesday restaurants.

On May 26, 2017, Ruby Tuesday, as borrower, entered into a $20.0 million senior secured revolving credit facility with certain subsidiaries of Ruby Tuesday, as the guarantors, the lenders from time to time party thereto, and UBS AG, Stamford Branch as administrative agent and as issuing bank (such credit facility, the “2017 Credit Agreement”) to replace Ruby Tuesday’s existing 2013 Credit Agreement, which was scheduled to mature on June 2, 2017. The 2017 Credit Agreement has a 364-day term, with a scheduled maturity date of May 25, 2018.

On June 1, 2017, the Ruby Tuesday board received a letter from Engaged Capital, which held approximately 3.3% of the outstanding shares of Ruby Tuesday common stock at the time. In the letter, Engaged Capital urged the Ruby Tuesday board to conduct a robust review of strategic alternatives and strongly consider all acquisition offers, which Engaged Capital believed to be the most viable path to realizing the value of Ruby Tuesday’s assets. In addition, Engaged Capital requested the Ruby Tuesday board to delay the deadline for stockholders to submit director nominations for the 2017 annual meeting of stockholders until the conclusion of the strategic alternatives review process.

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On June 2, 2017, UBS received a preliminary proposal from Bidder 11 to acquire Ruby Tuesday’s domestic assets for $375.5 million on a debt-free basis, by partnering with an identified third party and additional partners, if any, through a joint venture. The proposal noted that the proposed transaction would be funded entirely in cash without any debt financing, although no financing commitments were provided.

On June 5, 2017, the Ruby Tuesday board sent a response letter to Engaged Capital stating that the Ruby Tuesday board takes its fiduciary duties very seriously and was conducting a robust strategic review process with a view towards maximizing stockholder value. The letter also noted that the date for the 2017 annual meeting of stockholders and the deadline for submission of director nominations and stockholder proposals at the meeting had not yet been set by the Ruby Tuesday board.

Also on June 5, 2017, at the direction of Ruby Tuesday, UBS contacted a representative of Bidder 11 and encouraged Bidder 11 to accelerate its diligence and bidding process, given the fact that Bidder 11 had submitted a first-round bid at a very late stage with only slightly more than one week before the deadline for second-round bids. In addition, UBS requested Bidder 11 to provide more information on its financing commitment.

On June 6, 2017, Bidder 11 was provided access to a virtual data room that contained detailed business, financial, regulatory, legal and other information concerning Ruby Tuesday and received the draft merger agreement and related draft documents.

Also on June 6, 2017, UBS had a discussion with Bidder 2 during which Bidder 2 conveyed that it was not interested in acquiring the whole company but would be interested in acquiring Ruby Tuesday’s real estate. At the direction of Ruby Tuesday, UBS offered to partner Bidder 2 with another potential buyer of Ruby Tuesday to develop a joint bid.

On June 8, 2017, at the direction of Ruby Tuesday, UBS sent a letter to Bidder 11, describing the requirements established by the Ruby Tuesday board for the second round of the process, which were consistent with the requirements sent to other bidders on May 18, 2017.

Also on June 8, 2017, NRD submitted a revised proposal to the Ruby Tuesday board, including mark-ups of the merger agreement and limited guarantee. The revised proposal increased the purchase price to $2.77 per share (up from the prior offer of $2.51 per share on March 9, 2017). The proposal relied on Ruby Tuesday’s existing cash, proceeds of sale-leaseback financing, a senior secured term loan and cash equity for financing, without specifying the financing sources, although NRD promised to deliver the financing commitments on June 9, 2017. NRD’s proposal included a request for additional time for NRD and its financing sources to conduct due diligence. NRD also asked Ruby Tuesday to accept the offer by executing an exclusivity agreement by 5 pm (Eastern Time), June 10, 2017.

On June 10, 2017, Ruby Tuesday and Bidder 11 conducted diligence calls.

Also on June 10, 2017, UBS responded to NRD and delivered Ruby Tuesday’s decision to decline granting exclusivity to NRD, because of, among other factors, the inadequate purchase price, execution risk given that NRD had failed to provide its financing commitments on June 9, 2017 as promised, and NRD’s continued request for additional time to conduct due diligence, notwithstanding the fact that Ruby Tuesday’s confidential due diligence materials had been accessible to NRD and its financing sources since January 2017. During the conversation between UBS and NRD, NRD repeatedly claimed that its proposal would not be extended past June 10, 2017. Later on that date, approximately ten minutes before the expiration time of the NRD proposal, NRD provided an unexecuted commitment letter for a $400 million bridge loan facility from a third-party financing source, under which the financing remained subject to numerous conditions, including further due diligence. On June 11, 2017, NRD reiterated to UBS that its proposal would not be extended. UBS responded to NRD highlighting that NRD’s financing was highly conditional. After discussion among the management of Ruby Tuesday, UBS and Davis Polk, Ruby Tuesday determined to not engage with NRD until after the bid deadline on June 12, 2017.

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On June 12, 2017, Bidder 7 and Bidder 8 submitted a joint non-binding proposal valuing Ruby Tuesday at an enterprise value of $320 million, including a mark-up of the merger agreement. The proposal contemplated financing of $315 million from Bidder 8 in connection with the sale-leaseback of Ruby Tuesday’s real estate, consisting of $208 million in debt financing and $107 million in equity (half to be provided by Bidder 8 and half to be provided by an affiliate of the owners of a leading restaurant chain subject to “customary conditions”). An additional $35 million would be funded by Bidder 7 through a senior secured note from institutional financing sources to provide liquidity for Ruby Tuesday at closing. The joint proposal was subject to further due diligence. The proposal was also accompanied by a non-binding financing letter from a financing source, which expressed interest in providing or arranging debt financing up to $221 million.

Also on June 12, 2017, Bidder 2 submitted a proposal, including a term sheet outlining the key provisions of its proposal for the merger agreement. The proposal offered to either purchase Ruby Tuesday as a whole based on a purchase price of $3.05 per share (valuing Ruby Tuesday at an enterprise value of $375 million), or alternatively to purchase Ruby Tuesday’s 269 owned properties for $317.5 million through a hybrid sale-leaseback structure. In connection with the acquisition of the whole company, Bidder 2 contemplated a $300 million bridge acquisition loan, but no binding commitment was provided.

Also on June 12, 2017, Bidder 11 submitted a preliminary proposal which contemplated an aggregate merger consideration of $375 million. The letter proposal was accompanied by a non-binding indicative letter of intent provided by a financing source for a sale-leaseback transaction in the amount of $375 million with respect to Ruby Tuesday’s 269 owned properties. The financing source’s letter of intent was subject to due diligence and approvals of the financing source’s investment committee and board.

On June 14, 2017, the Ruby Tuesday board held a meeting to review and discuss the second-round proposals with members of senior management, UBS and Davis Polk present. UBS reviewed the timeline with respect to the various strategic alternatives, compared the four proposals that Ruby Tuesday received, including the NRD proposal which had technically expired, evaluated the valuation of Ruby Tuesday based on multiple methodologies and analyzed a range of other possible strategic alternatives in addition to a sale of Ruby Tuesday. The Ruby Tuesday board concluded that none of the bidders had offered a satisfactory preemptive proposal and therefore the Ruby Tuesday board directed UBS to continue engaging with the interested bidders and utilize the competitive dynamic to obtain a more favorable price and/or more firm financing commitments from the bidders.

Also on June 14, 2017, Bidder 2 delivered a letter from a financing source, which expressed confidence in arranging debt financing in the amount of $300 million, subject to certain conditions, including satisfactory completion of due diligence.

Also on June 14, 2017, Bidder 11 presented a final offer to acquire the whole company for $2.883 per share with the proposed financing comprised of $375 million from a financing source through a sale-leaseback transaction and $100 million in additional equity funding from an unspecified equity partner. The final offer was accompanied by a mark-up of the merger agreement.

Over the next two days, at the direction of Ruby Tuesday, UBS reached out to the four remaining bidders to discuss the weaknesses in their respective proposals and delivered the Ruby Tuesday board’s message that each bidder will be given a chance to make a proposal with compelling terms and certainty to convince the Ruby Tuesday board to move forward with a transaction.

On June 16, 2017, NRD communicated to UBS that exclusivity was essential for NRD to proceed with its proposal as NRD claimed that such exclusivity was required by its financing sources. In addition, NRD asked UBS if there was a price at which Ruby Tuesday would grant exclusivity, to which, at the direction of Ruby Tuesday, UBS did not respond.

Also on June 16, 2017, UBS briefed the Ruby Tuesday board with management and Davis Polk participating on its communications with the bidders in the previous two days. The Ruby Tuesday board agreed to reconvene in the coming week and discuss next steps based on the revised proposals that were expected from the bidders.

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Also on June 16, 2017, Bidder 2 delivered a mark-up of the merger agreement and asked Ruby Tuesday to respond and grant exclusivity to Bidder 2 by 5 pm (Eastern Time), June 20, 2017.

On June 19, 2017, the Ruby Tuesday board held a meeting with management, UBS and Davis Polk participating, during which UBS informed the Ruby Tuesday board on the progress with various bidders.

Also on June 19, 2017, Bidder 11 delivered a revised final offer, which increased the offer price to $3.50 per share from the previously proposed $2.883 per share but still did not provide any committed financing.

On June 20, 2017, Bidder 2 sent UBS revised mark-ups of the merger agreement and limited guarantee and again requested exclusivity.

On June 21, 2017, Bidder 2 met UBS in UBS’s New York office. Shifting from its earlier position, Bidder 2 stated that it viewed that its role in the bid process was to generate competition and drive up the purchase price. Bidder 2 stated that Ruby Tuesday could still rely on Bidder 2 as a back-up bidder, but with an unspecified purchase price substantially lower than $3.05 per share as previously offered.

Also on June 21, 2017, NRD sent an email to the Ruby Tuesday board, which set forth two options: (1) a proposal for NRD to acquire Ruby Tuesday at $2.55 per share with 15 business days for exclusivity or (2) a proposal for NRD to acquire Ruby Tuesday at $2.85 per share with 30 business days for exclusivity. NRD further stated that the exclusivity period could not be shortened and was required for its financing sources to complete their due diligence.

On or around June 22, 2017, Bidder 7 dropped out of the joint proposal with Bidder 8 to acquire Ruby Tuesday after both parties failed to be able to agree on terms for their investment. Bidder 8 contacted UBS and reiterated its interest in participating in a strategic transaction with Ruby Tuesday but stated that it would need UBS’s assistance to identify a potential operating partner to replace Bidder 7 and manage the operations of Ruby Tuesday after the transaction.

Also on June 22, 2017, after separate discussions with Bidder 8 and NRD and with the permission of the Ruby Tuesday board, UBS introduced Bidder 8 and NRD to each other and encouraged them to jointly develop a proposal to acquire Ruby Tuesday.

On June 23, 2017, the Ruby Tuesday board held a meeting with management, UBS and Davis Polk participating. UBS briefed the Ruby Tuesday board on the recent developments with the various bidders.

On June 24, 2017, Bidder 2 indicated willingness to purchase Ruby Tuesday at $2.50 per share and requested, in lieu of exclusivity, expense reimbursement of up to $1 million to further facilitate their efforts in developing a proposal.

On June 26, 2017, NRD and Bidder 8 communicated to UBS that they were unable to reach an agreement to submit a joint proposal to acquire Ruby Tuesday due to fundamental commercial differences.

On June 27, 2017, an article from an unspecified purported stockholder of Ruby Tuesday was published on Seeking Alpha . The article expressed impatience with the progress of the Ruby Tuesday board’s review of strategic alternatives, urged the Ruby Tuesday board to consider all the bids received, asked the Ruby Tuesday board to extend the nominating window for directors until the strategic alternatives review was completed and threatened a proxy contest if such extension request was not honored by Ruby Tuesday.

On June 29, 2017, NRD submitted a revised proposal to acquire Ruby Tuesday at a price of $2.55 per share. Similar to its proposal on June 8, 2017, the revised proposal continued to request additional time for NRD and its financing sources to complete due diligence. The proposal requested Ruby Tuesday to execute a no-shop

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agreement by July 1, 2017, which agreement would prohibit Ruby Tuesday from further soliciting offers for a strategic transaction until August 4, 2017. The proposal was also accompanied by mark-ups of the merger agreement and limited guarantee.

On June 30, 2017, the Ruby Tuesday board set December 6, 2017 as the date of the 2017 annual meeting of stockholders and September 7, 2017 as the deadline for submission of stockholder proposals and director nominations to be considered at the meeting. The Ruby Tuesday board also amended and restated the bylaws of Ruby Tuesday to, among other changes, allow the Ruby Tuesday board to convene an annual meeting of stockholders at a date and time determined by the Ruby Tuesday board and clarify the Ruby Tuesday board’s right to postpone, cancel or adjourn stockholder meetings.

Also on June 30, 2017, Bidder 11 delivered a revised draft commitment letter from its sale-leaseback partner, which remained subject to satisfactory completion of due diligence.

On July 1, 2017, NRD delivered a letter to the Ruby Tuesday board reiterating its commitment to acquire Ruby Tuesday and requested a 30-day exclusivity period to obtain firm financing commitments from its providers.

On July 3, 2017, a meeting of the Ruby Tuesday board was held with management, UBS and Davis Polk present. UBS briefed the Ruby Tuesday board on the status of interested bidders and discussed with the Ruby Tuesday board two potential paths: (i) work with Bidder 8 to develop a sale-leaseback proposal which would not result in a sale of Ruby Tuesday; and/or (ii) grant exclusivity to one of the remaining bidders in the process to allow that bidder to work on obtaining firm financing commitments. After discussion, the Ruby Tuesday board determined to proceed on both paths in parallel.

On July 6, 2017, UBS delivered to NRD, Bidder 2 and Bidder 11 letters specifying July 12, 2017 as the submission deadline for final bids and stating that Ruby Tuesday was willing to engage with the prevailing bidder on an exclusive basis.

On July 11, 2017, Bidder 8 presented to the management of Ruby Tuesday the model and analyses of its proposal involving a sale-leaseback of properties owned by Ruby Tuesday and renegotiation of certain leases in the context of Ruby Tuesday continuing without a change-of-control transaction.

On July 12, 2017, Mr. Sadove held a teleconference call with Davis Polk and UBS during which UBS raised the possibility of Bidder 8 exploring a buyout of Ruby Tuesday with management participation and partnering with Mr. Hyatt in particular (an “MBO”). Following the call, Mr. Hyatt confirmed to Mr. Sadove that he had no interest in participating in an MBO.

Also on July 12, 2017, Bidder 11 delivered a proposal, reiterating its prior proposal to acquire Ruby Tuesday at $3.50 per share, with $375 million sale-leaseback financing from a financing source subject to various conditions and $100 million equity financing from an unspecified equity partner. The proposal included a letter of intent from the financing source, which contemplated a 30-day period for real estate due diligence following the execution of a binding commitment letter, and a mark-up of the merger agreement. The proposal claimed that the sale-leaseback financing would be approved by the board of the financing source on July 14, 2017, and the equity financing would be finalized by July 15, 2017. Both sources of financing ultimately failed to materialize.

Also on July 12, 2017, NRD submitted a proposal to acquire Ruby Tuesday at $2.55 per share. The proposal was accompanied by non-binding term sheets and letters of intent with numerous conditions from multiple financing sources.

On July 13, 2017, Bidder 2 submitted an offer to acquire 62 fee simple sites owned by Ruby Tuesday for $46.5 million in cash.

On July 14, 2017, the Ruby Tuesday board met by telephone conference with UBS, Davis Polk and management participating. UBS presented the Ruby Tuesday board with a summary of the proposals received from NRD, Bidder 11 and Bidder 2. The Ruby Tuesday board agreed to reconvene on July 19, 2017 to make a decision as to whether to proceed with any bidder and, if so, which bidder.

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On July 18, 2017, Bidder 11 forwarded to Ruby Tuesday a memorandum from its outside financial advisor, recommending Bidder 11 to revise its proposal submitted on June 19, 2017, citing Ruby Tuesday’s unsatisfactory stock performance and financial condition.

On July 19, 2017, the Ruby Tuesday board met with members of senior management and UBS and Davis Polk participating. UBS discussed with the Ruby Tuesday board an overview and status of the final proposals and considerations for Ruby Tuesday’s potential options. Davis Polk then reviewed with the Ruby Tuesday board in detail the material terms of the draft merger agreements from NRD and Bidder 11. After deliberation, the Ruby Tuesday board authorized Ruby Tuesday to proceed on two parallel paths: (i) to engage with NRD on an exclusive basis in connection with a change-of-control transaction and (ii) to continue discussions with Bidder 8 in connection with a potential standalone sale-leaseback transaction.

From mid-July until August 14, 2017, Cheng Cohen LLC, the outside counsel of NRD (“Cheng Cohen”) and Davis Polk engaged in negotiations regarding the terms of the no-shop agreement, merger agreement and other related documentation.

On July 20, 2017, the Ruby Tuesday board received a letter from Leon urging the Ruby Tuesday board to consider a sale-leaseback of certain real estate assets as a possible strategic alternative.

On July 24, 2017, Bidder 8 held an in-person meeting with the management of Ruby Tuesday and UBS for a working session to jointly develop the plan for a sale-leaseback transaction, which involved a store-by-store analysis.

On July 25, 2017, Ruby Tuesday received an updated offer from Bidder 11, which reduced the offer price to $2.88 per share. Once again, Bidder 11 did not specify the status of its financing sources in the letter.

On August 1, 2017, the Ruby Tuesday board received a letter (the “Nomination Letter”) from a holder of 451 shares of Ruby Tuesday common stock purporting to nominate a director for election to the Ruby Tuesday board at the 2017 annual meeting of stockholders.

On August 8, 2017, Bidder 8 approached UBS and expressed strong interest in a change-of-control MBO transaction with the participation of Mr. Hyatt instead of a sale-leaseback transaction. At this time, to avoid any potential conflict of interest, the Ruby Tuesday board decided to exclude Mr. Hyatt from participating in discussions of strategic alternatives not relating to Bidder 8.

On August 10, 2017, Ruby Tuesday received a formal letter from Bidder 8, which described two options for Ruby Tuesday to consider. The first option was the sale-leaseback transaction under which Ruby Tuesday would remain a standalone public company. The second option was the acquisition of Ruby Tuesday at a purchase price of $2.45 per share contingent on debt financing and the equity rollover of Mr. Hyatt and other members of Ruby Tuesday’s senior management with the aggregate management ownership representing approximately 10% of Ruby Tuesday common stock post closing. The letter stated that, subject to certain conditions, a specified financing source would provide $221 million in debt financing and other unidentified private equity sponsors may provide an additional $50 million in either debt or equity financing, but no binding financing commitments were provided. In conjunction with the letter, Bidder 8 also provided a letter from an affiliate of a leading restaurant chain, which committed to provide backstop financing for either option laid out in the letter in the amount of $315 million. Bidder 8 also requested to schedule an in-person meeting between Mr. Hyatt and a representative of such restaurant chain during the week of August 13, 2017 to further discuss Bidder 8’s proposals.

On August 11, 2017, the Ruby Tuesday board held a meeting to receive an update regarding Bidder 8 and NRD from UBS and Davis Polk. The Ruby Tuesday board directed UBS and Davis Polk to continue negotiating with NRD before Ruby Tuesday entered into the no-shop agreement with NRD. The Ruby Tuesday board also directed UBS to communicate to Bidder 8 that its proposal was disappointing on both price and terms.

On August 12, 2017, NRD requested that Ruby Tuesday and NRD execute the no-shop agreement by the end of August 13, 2017, otherwise NRD would be prepared to terminate discussions with Ruby Tuesday.

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On August 13, 2017, the Ruby Tuesday board held a meeting and, after discussion, authorized the entry into a no-shop agreement with NRD, in light of (i) the possibility of NRD terminating discussions with Ruby Tuesday, (ii) the uncertainty over whether Bidder 8 would improve its proposal, (iii) the failure of Bidder 11 to present a credible and fully-financed proposal despite ample time and opportunity, and (iv) the absence of other actionable opportunities for the sale of Ruby Tuesday.

On August 14, 2017, at the direction of the Ruby Tuesday board, UBS informed Bidder 8 and Bidder 11 that Ruby Tuesday was entering into exclusive discussions with another bidder and that it was terminating discussions with Bidder 8 and Bidder 11 in connection with a change-of-control transaction. At the same time, Ruby Tuesday agreed to waive Bidder 8’s and Bidder 11’s obligations under the standstill provision of their respective confidentiality agreements to the extent necessary to permit each such party to continue to submit unsolicited confidential proposals to Ruby Tuesday.

Also on August 14, 2017, Ruby Tuesday entered into the No-Shop Agreement with NRD (the “No-Shop Agreement”), which prohibited Ruby Tuesday from soliciting, discussing or negotiating, or entering into an agreement relating to, an alternative change-of-control acquisition proposal relating to Ruby Tuesday’s assets or common stock with a third party for 30 days until September 13, 2017 (extendable to 45 days under certain circumstances). Under the No-Shop Agreement, NRD may be entitled to the reimbursement of its expenses incurred during the period of the No-Shop Agreement under certain circumstances, up to an aggregate amount of $3 million but reduced to $1 million if the period of the No-Shop Agreement is extended to 45 days. During the course of the discussions regarding the No-Shop Agreement, NRD and Ruby Tuesday also discussed NRD’s plans to have its real estate financing providers complete their work during the exclusivity period, and NRD assured UBS that NRD would not lower its offer price below $2.55 in the future.

On August 15, 2017, Mr. Hyatt, a representative of the leading restaurant chain and UBS met to discuss a potential standalone sale-leaseback transaction between Bidder 8 and Ruby Tuesday.

On August 18, 2017, the Ruby Tuesday board held a meeting with management and Ruby Tuesday’s activism counsel, Vinson & Elkins LLP (“V&E”), present. V&E discussed considerations related to stockholder activism, the annual report and the related earnings release with the Ruby Tuesday board. The Ruby Tuesday board approved the deferral of the 2017 annual meeting of stockholders to January 22, 2018 and set October 23, 2017 as the deadline for stockholders to submit director nominations and stockholder proposals for stockholder vote at the 2017 annual meeting of stockholders to allow the Ruby Tuesday board time to continue with the strategic alternatives process.

On August 21, 2017, Ruby Tuesday released its fiscal fourth quarter 2017 financial results for the quarter ended May 31, 2017, during which period total revenue declined by 8.8% and same store sales declined by 1.6% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.14 per diluted share of Ruby Tuesday.

Also on August 21, 2017, Ruby Tuesday delivered a response to the Nomination Letter explaining that the Nomination Letter did not meet the requirements for a director nomination by a stockholder under Ruby Tuesday’s articles of incorporation and bylaws, and was therefore not valid and could not be submitted to Ruby Tuesday stockholders at the 2017 annual meeting of stockholders.

Also on August 21, 2017, Ruby Tuesday announced publicly that “the strategic alternatives review process is ongoing and entering its final phase.” In connection with this announcement, the Ruby Tuesday board announced the postponement of the 2017 annual meeting of stockholders to January 22, 2018 and the postponement of the deadline for submission of stockholder proposals and director nominations to be considered at the 2017 annual meeting of stockholders to October 23, 2017.

Beginning in early September 2017, NRD informed Ruby Tuesday that the ongoing due diligence had identified numerous issues with respect to Ruby Tuesday’s real estate portfolio, some of which were of a material

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nature. NRD also asked questions regarding the status of restaurants affected by Hurricane Irma, and indicated that delays associated with review and resolution of such real estate matters may necessitate an extension of the no-shop period.

On September 13, 2017, the 30-day no-shop period and expense reimbursement obligation under the No-Shop Agreement expired. NRD did not deliver the requisite financing as contemplated by the No-Shop Agreement. Instead, NRD circulated a memorandum describing the status of financing, including a potential term loan from a potential senior credit facility and real estate purchase and sale agreements (“PSA”) with four sale-leaseback providers, none of which were finalized and all of which were subject to further approval as well as resolution of certain material diligence items identified in connection with Ruby Tuesday’s real estate. NRD also verbally requested a two-week exclusivity extension, due to the impact of Hurricane Irma on certain of NRD’s sale-leaseback providers, for their continuing review of diligence items and to ascertain the scope of hurricane-related damage, which Ruby Tuesday declined.

Over the course of the next few weeks, NRD communicated hundreds of diligence items from their financing sources to Ruby Tuesday. Ruby Tuesday engaged closely and diligently with Baker, Donelson, Bearman, Caldwell & Berkowitz (“Baker Donelson”), Ruby Tuesday’s real estate counsel, Fidelity National Title (“Fidelity”) and Bock & Clark, which provided title commitments and surveys for the real estate, respectively, and resolved a significant portion of the diligence items.

On September 18, 2017, Davis Polk at the request of Ruby Tuesday sent NRD a draft amendment to the No-Shop Agreement proposing to extend the no-shop period for two additional weeks, conditioned upon NRD’s acceptance of certain revisions in the disclosure schedules to reflect recent developments, including the impact of and relating to Hurricane Irma, among others. The foregoing amendment was never executed.

On September 26, 2017, Ruby Tuesday informed NRD that it would discontinue discussions with NRD beyond October 12, 2017 without a fully-financed executable merger agreement. Ruby Tuesday expressed its willingness to resolve some diligence items but noted that the remaining diligence items were NRD’s responsibility to resolve with its financing sources.

On September 27, 2017, the Ruby Tuesday board held a meeting with management, UBS and Davis Polk participating. The Ruby Tuesday board was briefed by UBS and Davis Polk on recent developments including the efforts to address the numerous diligence items raised by NRD and its financing sources as well as the October 12, 2017 deadline communicated to NRD which the Ruby Tuesday board endorsed.

On September 29, 2017, Ruby Tuesday, Baker Donelson, NRD and Fidelity held a teleconference call and discussed and agreed upon an approach to manage and resolve outstanding diligence items identified by NRD and its financing sources.

On October 9, 2017, Ruby Tuesday received an updated offer from Bidder 11, with an offer price of $2.88 per share. Once again, Bidder 11 did not provide any committed financing in the letter.

On October 10, 2017, the Ruby Tuesday board held a meeting with management, UBS and Davis Polk participating. UBS reviewed with the Ruby Tuesday board the status of the proposed transaction with NRD, including the diligence items identified by NRD and its financing sources, as well as alternative paths for Ruby Tuesday, if negotiations with NRD ended.

On October 11, 2017, the Ruby Tuesday board held a meeting, with V&E participating, to discuss Ruby Tuesday’s next steps in the event that the strategic alternatives process did not result in a transaction.

Also on October 11, 2017, NRD contacted UBS to indicate that NRD’s financing providers had identified, as a result of their due diligence findings, certain deficiencies with respect to certain properties that in the aggregate reflected approximately $60 million of Ruby Tuesday’s real estate portfolio, and that NRD would like

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to reach an agreement with Ruby Tuesday at $2.40 per share (reduced from NRD’s previous offer of $2.55 per share, which reduction NRD asserted was reflective of a portion of such deficiencies) in exchange for submitting an offer with no conditions on October 12, 2017. At the direction of Ruby Tuesday, UBS requested NRD to submit the proposal.

On October 12, 2017, Ruby Tuesday received executed PSAs from NRD executed by four sale-leaseback providers, with an aggregate financing of $178 million containing numerous conditions to closing (the “Sale-leaseback PSAs”).

Also on October 12, 2017, NRD contacted UBS to indicate that NRD’s financing sources had requested NRD to contribute additional equity financing to the transaction and that NRD could either delay submitting the proposal or lower its offer price below $2.40 per share. At the direction of Ruby Tuesday, UBS indicated that Ruby Tuesday was unlikely to be accepting of a proposal below $2.40 per share.

On October 13, 2017, Ruby Tuesday received an unexecuted commitment letter from Goldman Sachs Specialty Lending Group, L.P. and TCW Direct Lending Group for up to $156 million under senior secured credit facilities (the “Senior Debt Commitment,” together with the Sale-Leaseback PSAs, the “Financing Commitments”).

Also on October 13, 2017, NRD presented to Ruby Tuesday a full package of its final proposal, including NRD’s executed copy of the merger agreement (reflecting NRD’s agreement to accept Ruby Tuesday’s revised disclosure schedules to the merger agreement, including the impact of and relating to Hurricane Irma) and limited guarantee, an executed equity commitment letter from NRD Partners II, L.P., and executed Sale-leaseback PSAs from the sale-leaseback providers, and the Senior Debt Commitment accompanied by a letter from counsel to the senior lenders stating that such counsel was holding all of the signature pages to the Senior Debt Commitment in escrow. This proposal provided for merger consideration of $2.40 per share of common stock of Ruby Tuesday.

Also on October 13, 2017, the Ruby Tuesday board held a meeting with management, UBS, Davis Polk, Baker Donelson and V&E participating. At the meeting, the Ruby Tuesday board directed UBS, Davis Polk and Baker Donelson to contact NRD and insist that its financing sources waive or remove the numerous closing conditions in the Financing Commitments in order to provide greater closing certainty, consistent with NRD’s communications to UBS on October 11, 2017. The Ruby Tuesday board also directed UBS to request that NRD agree to an increase to its termination fee of $7.5 million to $10 million to compensate for the execution risks associated with those funding conditions.

Also on October 13, 2017, at the request of the Ruby Tuesday board, UBS provided a disclosure letter to Ruby Tuesday indicating certain of its investment banking relationships with Ruby Tuesday and NRD.

From October 13 to October 14, 2017, Ruby Tuesday received a revised draft of the Senior Debt Commitment, which provided some concessions, primarily with respect to the conditions to closing, and confirmation from all of the four sale-leaseback providers that, except for specified properties, the remaining diligence items relating to Ruby Tuesday’s real properties were waived by the respective financing providers and would not constitute a funding condition. NRD requested various amendments to the previously delivered executed merger agreement. Such amendments sought substantially greater access to and control over Ruby Tuesday through the interim operating covenants in the merger agreement. Ruby Tuesday rejected such amendments. NRD declined Ruby Tuesday’s request to increase its termination fee without a corresponding decrease in the per share merger consideration to $2.35.

On October 15, 2017, the Ruby Tuesday board held a meeting, which was also attended by members of Ruby Tuesday’s senior management and, by invitation of the Ruby Tuesday board, representatives from UBS, Davis Polk, Baker Donelson, Alston & Bird LLP (“Alston & Bird”), Ruby Tuesday’s Georgia counsel and V&E. Prior to the meeting, the directors had received copies of NRD’s proposal package (including confirmation of waivers from the four sale-leaseback providers and the revised Senior Debt Commitment), a summary of the merger agreement and the Financing Commitments prepared by Davis Polk, as well as fairness opinion materials

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prepared by UBS. Davis Polk reviewed with the directors the summary of the Financing Commitments and the terms of the merger agreement. Baker Donelson reviewed with the directors the outstanding diligence items, including those deemed to be waived by financing sources as related to the financing. UBS reviewed with the Ruby Tuesday board the strategic alternatives review process and its financial analysis of the potential merger with NRD. UBS then orally delivered its opinion to the Ruby Tuesday board, which was subsequently confirmed in writing, that as of that date and subject to various assumptions made, matters considered and qualifications and limitations described in the opinion, the $2.40 per share merger consideration to be received by the holders of Ruby Tuesday common stock, other than Holding, Merger Subsidiary and their affiliates, was fair, from a financial point of view, to such holders.

Alston & Bird reviewed with the directors the fiduciary duties applicable to the Ruby Tuesday board’s consideration of the merger agreement and the merger under Georgia law. The Ruby Tuesday board discussed the conditions to funding under the Financing Commitments and NRD’s $7.5 million termination fee, which provisions the Ruby Tuesday board considered acceptable.

Following further discussion, the Ruby Tuesday board unanimously approved the merger agreement and the merger.

On October 16, 2017, Ruby Tuesday, Holding and Merger Subsidiary entered into the merger agreement, and NRD Partners II, L.P., a fund managed by NRD which is party to the equity commitment letter, entered into the limited guarantee with Ruby Tuesday.

Ruby Tuesday issued a press release announcing the transaction before the market opened on October 16, 2017.

Also on October 16, 2017, Ruby Tuesday released its fiscal first quarter 2018 financial results for the quarter ended September 5, 2017, during which period total revenue declined by 15.3% and same store sales declined by 5.8% compared to the same period of the prior fiscal year. Ruby Tuesday reported a net loss of $0.16 per diluted share of Ruby Tuesday.

On October 18, 2017, Leon filed a Schedule 13D/A with the SEC disclosing that its shareholding in Ruby Tuesday common stock had been reduced to 2.7% as of October 18, 2017, after the sale of a substantial amount of stock following the public announcement of the transaction.

Ruby Tuesday’s Reasons for the Merger

At a meeting duly called and held on October 15, 2017, the Ruby Tuesday board determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Ruby Tuesday and its stockholders and approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement, in each case by the unanimous vote of the directors. The Ruby Tuesday board also resolved that the merger agreement be submitted for consideration by the stockholders of Ruby Tuesday at a special meeting of stockholders and to recommend that the stockholders of Ruby Tuesday vote to adopt the merger agreement. The Ruby Tuesday board consulted with Ruby Tuesday’s outside financial and legal advisors and senior management at various times and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Ruby Tuesday board believes support its decision:

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The Ruby Tuesday board also considered various potentially countervailing factors in its deliberations related to the merger, including the following:

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The foregoing discussion of the information and factors considered by the Ruby Tuesday board is not intended to be exhaustive, but includes the material factors considered by the Ruby Tuesday board. The Ruby Tuesday board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Ruby Tuesday board based its recommendation on the totality of the information it considered.

In considering the recommendation of the Ruby Tuesday board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The Ruby Tuesday board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of Ruby Tuesday. See the section entitled “The Merger (Proposal 1)—Interests of Ruby Tuesday’s Directors and Executive Officers in the Merger.”

Recommendation of the Ruby Tuesday Board of Directors

After careful consideration, the Ruby Tuesday board unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The Ruby Tuesday board unanimously recommends that the Ruby Tuesday stockholders vote “FOR” the proposal to approve and adopt the merger agreement.

Opinion of Ruby Tuesday’s Financial Advisor

As part of that engagement, the Ruby Tuesday board requested that UBS render an opinion as to the fairness, from a financial point of view, to the holders of Ruby Tuesday common stock (other than Holding,

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Merger Subsidiary and their affiliates) of the $2.40 per share merger consideration to be received by such holders in the merger. On October 15, 2017, at a meeting of the Ruby Tuesday board held to evaluate the merger and the merger agreement and the transactions contemplated thereby, UBS delivered to the Ruby Tuesday board an oral opinion, which opinion was subsequently confirmed by delivery of a written opinion, dated October 16, 2017, to the effect that, as of that date and based on and subject to various assumptions made, matters considered, and qualifications and limitations described in its written opinion, the $2.40 per share merger consideration to be received by the holders of Ruby Tuesday common stock (other than Holding, Merger Subsidiary and their affiliates) in the merger was fair, from a financial point of view, to such holders.

The full text of UBS’s opinion to the Ruby Tuesday board describes the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by UBS. The opinion is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. Holders of Ruby Tuesday common stock are encouraged to read UBS’s opinion carefully in its entirety. UBS’s opinion was provided for the benefit of the Ruby Tuesday board (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration to be received by the holders of Ruby Tuesday common stock (other than Holding, Merger Subsidiary and their affiliates) in the merger from a financial point of view, and does not address any other aspect of the $2.40 per share merger or any related transaction. UBS’s opinion does not address the relative merits of the merger or any related transaction as compared to other business strategies or transactions that might be available with respect to Ruby Tuesday or Ruby Tuesday’s underlying business decision to effect the merger or any related transaction. UBS’s opinion does not constitute a recommendation to any stockholder of Ruby Tuesday as to how such stockholder should vote or act with respect to the merger or any related transaction. The following summary of UBS’s opinion is qualified in its entirety by reference to the full text of UBS’s opinion.

In arriving at its opinion, UBS, among other things:

In connection with its review, with the consent of the Ruby Tuesday board, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of the opinion. In addition, with the consent of the Ruby

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Tuesday board, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Ruby Tuesday, nor was UBS furnished with any such evaluation or appraisal. With respect to the financial forecasts and estimates referred to above, UBS assumed, at the direction of the Ruby Tuesday board, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Ruby Tuesday as to the future financial performance of Ruby Tuesday. In addition, UBS assumed, with the approval of the Ruby Tuesday board, that the financial forecasts and estimates referred to above will be achieved at the times and in the amounts projected. The opinion of UBS was necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

At the direction of the Ruby Tuesday board, UBS was not asked to, nor did it, offer any opinion as to the terms, other than the merger consideration to the extent expressly specified in the opinion, of the merger agreement or any related documents or the form of the merger or any related transaction. UBS expressed no opinion as to (i) the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration, or (ii) the price at which Ruby Tuesday common stock will trade at any time. In rendering its opinion, UBS assumed, with the consent of the Ruby Tuesday board, that (a) the parties to the merger agreement will comply with all material terms of the merger agreement, and (b) the merger will be consummated in accordance with the terms of the merger agreement without any adverse waiver or amendment of any material term or condition thereof. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any material adverse effect on Ruby Tuesday, Holding or the merger.

In connection with rendering its opinion to the Ruby Tuesday board, UBS performed a variety of financial and comparative analyses, which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by UBS in connection with its opinion. The preparation of a fairness opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public company analysis and the selected transactions analysis summarized below, no company or transaction used as a comparison was identical to Ruby Tuesday, or the transactions contemplated by the merger agreement. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

UBS believes its analyses and the summary contained in this proxy statement must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying UBS’s analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Ruby Tuesday underlying the analyses of UBS are not necessarily indicative of actual future results or values, which may be significantly more or less favorable than those estimates. These estimates are necessarily subject to uncertainty because, among other things, they are based upon numerous factors and events beyond the control of Ruby Tuesday or its advisors. In performing its analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of Ruby Tuesday. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold or acquired.

The merger consideration to be received by the holders of Ruby Tuesday common stock was determined through negotiations between Holding and Ruby Tuesday and the decision by Ruby Tuesday to enter into the merger agreement to effect the transaction was solely that of the Ruby Tuesday board. UBS’s opinion and

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financial analyses were only one of many factors considered by the Ruby Tuesday board in its evaluation of the merger and should not be viewed as determinative of the views of the Ruby Tuesday board or the management of Ruby Tuesday with respect to the merger or the merger consideration. While UBS provided advice to the Ruby Tuesday board in connection with the proposed merger, the Ruby Tuesday board determined the consideration and UBS did not recommend any specific amount or type of consideration.

Summary of the Financial Analyses of UBS

The following is a summary of the material financial analyses performed by UBS and reviewed with the Ruby Tuesday board on October 15, 2017 in connection with UBS’s opinion. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS’s financial analyses.

Discounted Cash Flow Analysis

UBS performed discounted cash flow analyses utilizing financial forecasts and estimates prepared by the management of Ruby Tuesday. See the section entitled “The Merger (Proposal 1)—Certain Financial Projections” beginning on page 53 of this proxy statement. UBS calculated ranges of implied present values (as of October 15, 2017) of the standalone, after tax, unlevered, free cash flows that Ruby Tuesday was forecasted to generate from October 15, 2017 through May 31, 2022 and of terminal values for Ruby Tuesday. Implied terminal values were derived by applying to Ruby Tuesday’s 2022 estimated unlevered, free cash flows a range of perpetuity growth rates of 1.5% to 2.5%, which range was selected based on UBS’s professional judgment and expertise. Implied present values of cash flows and terminal values were calculated using discount rates ranging from 9.5% to 10.5%, based on the estimated range of Ruby Tuesday’s weighted average cost of capital. The discounted cash flow analyses resulted in a range of implied equity values of $1.43 to $2.44 per share for Ruby Tuesday common stock.

UBS reviewed, among other things, enterprise values of the target company in each of the Selected Transactions as a multiple of such target company’s EBITDA for the prior twelve months (“LTM EBITDA”),

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determined from the date each Selected Transaction was announced. UBS observed that these analyses indicated median and mean enterprise value to LTM EBITDA multiples of 7.8x and 7.9x, respectively, for the target companies in the Selected Transactions. UBS then selected, based on the results of this analysis, a reference range of enterprise value to LTM EBITDA multiples of 7.0x to 9.0x and applied the range to the LTM EBITDA of Ruby Tuesday. Financial data regarding the Selected Transactions and used to determine the corresponding multiples were based on public filings and press releases. Financial data used for the LTM EBITDA of Ruby Tuesday were based on financial data provided by the management of Ruby Tuesday for the twelve months ending September 5, 2017. This analysis resulted in a range of implied equity values of $1.77 to $3.12 per share for Ruby Tuesday common stock.

Selected Public Companies Analysis

UBS compared selected financial data of Ruby Tuesday with corresponding data of the following four selected public casual dining publicly traded U.S. companies which, based on its professional judgment and expertise, UBS believed to be generally relevant to its analysis (the “Selected Companies”):

Selected Companies

UBS reviewed, among other things, the enterprise values, calculated as equity market value based on closing stock prices on October 13, 2017, which was the last trading day prior to the delivery of UBS’s oral opinion, plus debt at book value, less cash and cash equivalents, plus minority interest at book value of each of the Selected Companies as a multiple of next twelve months estimated EBITDA (“NTM EBITDA”) of such Selected Company and of Ruby Tuesday, based on Ruby Tuesday’s unaffected closing stock price on March 13, 2017, which was the last trading day prior to Ruby Tuesday’s announcement of its strategic alternatives review, and based on Ruby Tuesday’s closing stock price on October 13, 2017, which was the last trading day prior to the delivery of UBS’s oral opinion. UBS observed that these analyses indicated median and mean enterprise value to NTM EBITDA multiples of 6.9x and 7.5x, respectively, for the Selected Companies. UBS also observed an enterprise value to NTM EBITDA multiple of 5.8x for Ruby Tuesday, based on Ruby Tuesday’s unaffected closing stock price on March 13, 2017, which was the last trading day prior to Ruby Tuesday’s announcement of its strategic alternatives review, and an enterprise value to NTM EBITDA multiple of 6.2x for Ruby Tuesday, based on Ruby Tuesday’s closing stock price on October 13, 2017, which was the last trading day prior to the delivery of UBS’s oral opinion. UBS selected, based on the results of these observations, a reference range of enterprise value to NTM EBITDA multiples of 5.8x to 7.0x and applied the range to the NTM EBITDA of Ruby Tuesday. This analysis resulted in a range of implied equity values of $1.74 to $2.67 per share for Ruby Tuesday common stock. Financial data for the Selected Companies were based on FactSet data and public filings. Estimated financial data used for the NTM EBITDA of Ruby Tuesday were based on the financial forecasts and estimates prepared by the management of Ruby Tuesday. See the section entitled “The Merger (Proposal 1)—Certain Financial Projections” beginning on page 53 of this proxy statement.

Miscellaneous

Under the terms of UBS’s engagement, Ruby Tuesday agreed to pay UBS an aggregate fee of $5.36 million, of which $100,000 is payable on the first day of each quarter beginning on March 3, 2017 during UBS’s engagement, $1.5 million became payable upon delivery of UBS’s opinion, and the remainder of which is contingent upon consummation of the merger. In addition, Ruby Tuesday agreed to reimburse UBS for its reasonable and documented expenses, including fees, disbursements and other charges of counsel, and to

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indemnify UBS and related parties against liabilities, including liabilities relating to, or arising out of, its engagement. In the past, UBS and its affiliates have provided mergers and acquisitions and investment banking services to Ruby Tuesday, unrelated to the proposed merger, for which UBS and its affiliates received compensation, including, in the past two years, acting (i) as financial advisor to Ruby Tuesday in connection with share repurchases in 2016 and (ii) as lead arranger in connection with Ruby Tuesday’s $20 million revolving credit facility in 2017. During the two year period preceding delivery of its opinion, the aggregate fees received by UBS from Ruby Tuesday for mergers and acquisitions and investment banking services and as a participant in Ruby Tuesday’s $20 million revolving credit facility (together with interest payments) were approximately $1 million. UBS or an affiliate is a participant in Ruby Tuesday’s $20 million revolving credit facility for which it received and continues to receive fees and interest payments, as described in the preceding sentence. UBS has not in the past two years provided, and is not currently providing, financial advisory or investment banking services to Holding or its affiliates for which UBS has received compensation. In the ordinary course of business, UBS and its affiliates may hold or trade, for their own accounts and the accounts of their customers, securities of Ruby Tuesday and of public portfolio companies of the Fund, an affiliate of Holding, and, accordingly, may at any time hold a long or short position in such securities. The issuance of UBS’s opinion was approved by an authorized committee of UBS. The information disclosed in this paragraph is based on information provided to us by UBS.

Ruby Tuesday selected UBS as its financial advisor in connection with the merger because UBS is an internationally recognized investment banking firm with substantial experience in similar transactions. UBS is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, and private placements.

Certain Financial Projections

Ruby Tuesday provided certain non-public financial information to UBS in its capacity as its financial advisor, including projections by management of Ruby Tuesday’s standalone financial performance for fiscal years 2018 through 2022. These financial projections represent management’s reasonable estimates and good faith judgments as to the future growth and financial performance of Ruby Tuesday, including forecasts of total revenue, gross profit, payroll, operating costs and EBITDA. These financial projections were used by UBS in performing certain of the analyses described in the section entitled “The Merger (Proposal 1)—Opinion of Ruby Tuesday’s Financial Advisor.” The financial projections were not prepared with a view to public disclosure. The financial projections included in this proxy statement have been prepared by, and are the responsibility of, Ruby Tuesday’s management. The financial projections were prepared solely for internal use of Ruby Tuesday and are subjective in many respects. Although a summary of the financial projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the financial projections were prepared, taking into account the relevant information available to management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. In addition, the financial projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the financial projections will be realized, and actual results may be materially better or worse than those contained in the financial projections. The inclusion of this information should not be regarded as an indication that the Ruby Tuesday board, Ruby Tuesday, UBS or any other recipient of this information considered, or now considers, the forecasts to be predictive of actual future results.

The financial projections are forward-looking statements. For information on factors that may cause Ruby Tuesday’s future results to materially vary or the financial projections not to be achieved, see the section entitled “Caution Regarding Forward Looking Statements” beginning on page 21 of this proxy statement.

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Subject to the foregoing qualifications, a summary of Ruby Tuesday management’s May 5, 2017 financial projections is set forth below:

From the foregoing Ruby Tuesday management’s financial plan, UBS derived the following free cash flows used in its financial analyses described in the section entitled “The Merger (Proposal 1)—Opinion of Ruby Tuesday’s Financial Advisor.”

Interests of Ruby Tuesday’s Directors and Executive Officers in the Merger

In considering the recommendation of the Ruby Tuesday board to approve and adopt the merger agreement, you should be aware that some of Ruby Tuesday’s directors and executive officers have interests in the merger

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that are different from, or in addition to, those of Ruby Tuesday stockholders generally. The Ruby Tuesday board was aware of these interests and considered them, among other matters, in evaluating the merger agreement, in reaching its decision to approve the merger agreement and in recommending to our stockholders that the merger agreement be approved. These interests are described and quantified below.

Equity-Based and Cash Awards

Ruby Tuesday’s executive officers currently hold unvested restricted shares, vested and unvested stock options, service-based restricted stock units (including service-based phantom stock units) (“RSUs”), and performance-based restricted stock units (including performance-based phantom stock units) (“PSUs”). Executive officers also hold performance-based cash awards and participate in our annual incentive plan.

On consummation of the merger, the equity-based and cash awards then held by Ruby Tuesday executive officers and non-employee directors would be treated as follows:

Change in Control Severance Plan

Some of Ruby Tuesday’s executive officers participate in the Ruby Tuesday, Inc. Change in Control Severance Plan (the “CIC Plan”), which provides specified benefits to participants following qualifying terminations of employment following a change in control. The CIC Plan covers employees of Ruby Tuesday with the title of Vice President or above, including the executive officers. All the executive officers except for the current CEO, Mr. Hyatt, are covered by the CIC Plan. Mr. Hyatt will become eligible to participate in the CIC Plan on April 4, 2018, pursuant to the terms of his employment agreement. The CIC Plan is a double-trigger plan that provides for the payment of severance and other benefits to eligible employees in the event of a termination

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of employment by Ruby Tuesday, other than for “cause” (as defined in the CIC Plan) or death, or a termination of employment by the employee for “good reason” (as defined below), provided such termination occurs within 24 months after a change in control.

In the event of a qualifying termination under the CIC Plan, and subject to the execution of a general release of liability against Ruby Tuesday and a restrictive covenant agreement (which includes a non-competition covenant), the CIC Plan provides that the executive officer will receive the following payments and benefits:

The CIC Plan does not provide for a gross-up payment to any executive officer to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar federal, state or local tax that may be imposed. Instead, the CIC Plan provides that, in the event the payments described would, if paid, be subject to an excise tax, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the excise tax, provided that the net amount of the reduced payments, after giving effect to the income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the excise tax and income tax consequences.

The CIC Plan generally defines “good reason” to mean:

Mr. Hyatt’s Employment Arrangements

Upon his appointment as President and Chief Executive Officer, Mr. Hyatt entered into an employment agreement with Ruby Tuesday. The employment agreement provides for severance payments in the event of a termination of Mr. Hyatt’s employment, specifically in the case of a termination without “cause” (as defined in the employment agreement) or a resignation for “good reason” (as defined below).

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In the event of a termination without “cause” or a resignation for “good reason” prior to April 4, 2018, Mr. Hyatt would be entitled to a lump-sum payment equal to the amount of his base salary. Under the employment agreement, the payment is dependent upon Mr. Hyatt (i) executing a waiver and release of claims against Ruby Tuesday and its affiliates and (ii) complying with specified restrictive covenants regarding confidentiality, non-solicitation, trade secrets, disparagement and non-competition. Any violation of these restrictive covenants could subject Mr. Hyatt’s payment to clawback.

Beginning on April 4, 2018, Mr. Hyatt will be eligible to participate in the CIC Plan, and the compensation and benefits he would receive in connection with a termination of his employment after that date are those described above in connection with the CIC Plan.

The employment agreement generally defines “good reason” to mean, following a change in control, a material diminution in Mr. Hyatt’s authority, duties or responsibilities.

Pursuant to the merger agreement, Mr. Hyatt will be entitled to receive an annual cash bonus for fiscal year 2018, as described in more detail in the section entitled “The Merger Agreement—Employee Matters” beginning on page 74 of this proxy statement. The amount of the fiscal year 2018 cash bonus will be based on the actual achievement of the applicable performance metrics, prorated for the number of days of the applicable performance period which have elapsed as of the consummation of the merger.

Deferred Compensation

Ruby Tuesday’s executive officers are eligible to participate in the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan. If an executive officer’s employment terminates, Ruby Tuesday would be required to distribute to the executive officer the amount in his or her deferred compensation account. The timing and form of the distributions would depend on the executive officer’s deferral elections and the plan’s rules.

Certain of Ruby Tuesday’s non-employee directors hold unvested restricted shares and/or fully vested stock awards that they elected to defer under the Ruby Tuesday, Inc. Deferred Compensation Plan for Directors (“DCPD”). The DCPD permits non-employee directors to defer all or a portion of their annual retainers and any meeting and committee fees. Unless a director timely elects otherwise, amounts credited to a director’s deferred compensation account will be distributed starting on the earlier of (a) the first day of the calendar month following the director’s 70th birthday or (b) the first January 15th or July 15th following when the director ceases to be a member of the Board.

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The deferred compensation account balances of Ruby Tuesday’s executive officers and directors, pursuant to the two deferred compensation plans described above, were, as of October 16, 2017, as follows:

Indemnification

For information regarding indemnification of Ruby Tuesday’s directors and executive officers, see the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification” beginning on page  75 of this proxy statement.”

Golden Parachute Compensation

The table below sets forth, for each of Ruby Tuesday’s eight named executive officers (as well as Ruby Tuesday’s other executive officers and directors), estimates of the amounts of compensation that are based on or otherwise relate to the merger and that will or may become payable to the named executive officer, executive officer or director either immediately on the consummation of the merger or on a qualifying termination of employment within two years after the merger. Ruby Tuesday’s stockholders are being asked to approve, on a non-binding, advisory basis, such compensation for these named executive officers (see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 83 of this proxy statement). Because the vote to approve such compensation is advisory only, it will not be binding on either Ruby Tuesday or Holding. Accordingly, if the merger agreement is adopted by Ruby Tuesday’s stockholders and the merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the table and above under the section entitled “The Merger (Proposal 1)—Interests of Ruby Tuesday’s Directors and Executive Officers in the Merger” beginning on page 54 of this proxy statement.

The estimates in each of the tables in this section assume that the merger became effective on October 16, 2017 and that, immediately after the consummation of the merger, each executive’s employment had been terminated by Ruby Tuesday without “cause” or by the executive for “good reason.” See the footnotes to the table for additional assumptions.

The table also sets forth estimates of the amounts of such compensation for Ruby Tuesday’s executive officers other than the named executive officers. Ruby Tuesday’s stockholders are not being asked to approve such compensation for these individuals.

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As described in the section entitled “The Merger (Proposal 1)—Interests of Ruby Tuesday’s Directors and Executive Officers in the Merger—Change in Control Severance Plan” beginning on page 55 of this proxy statement, the amounts payable to each participating executive officer are subject to reduction under the CIC Plan to the extent necessary for the executive officer to avoid the excise tax imposed under Section 4999 of the Code, if such reduction would result in the executive officer retaining a higher amount of the payments (net of the excise and other taxes) than if such reduction were not made. The table does not take into account any such reduction.

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Financing of the Merger

Completion of the merger is not subject to a financing condition.

Concurrently with the execution of the merger agreement, the Fund delivered an executed equity commitment letter pursuant to which the Fund commits to purchase at or prior to the effective time of the merger, equity securities of Holding for up to $90,000,000 in cash. Such commitment is subject only to the following conditions: (i) each of the conditions to Holding’s obligations to consummate the merger as set forth in the

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merger agreement are satisfied in full or are waived by Holding; (ii) (x) successful consummation of the financing necessary for the consummation of the merger or (y) the financing necessary for the consummation of the merger would be consummated at the closing assuming the commitment is funded; and (iii) the substantially concurrent consummation of the closing.

Concurrently with the execution of the merger agreement, Holding entered into four real estate purchase and sale contracts (the “Sale-Leaseback PSAs”) with four SLB Buyers, for 127 owned properties to be sold for an aggregate purchase price of $178,464,271. Under the Sale-Leaseback PSAs, each SLB Buyer made an earnest money deposit of between 1% and 3% of the purchase price under the applicable Sale-Leaseback PSA. The retention of earnest money deposit is Holding’s sole remedy in the event of a default by an SLB Buyer for all but one SLB Buyer, and the retention of earnest money deposit plus $500,000 of liquidated damages is Holding’s sole remedy in the event of a default for one SLB Buyer.

Prior to execution of the merger agreement, each SLB Buyer confirmed that they completed their property review and approved all current title commitments and surveys for all properties subject to the Sale-Leaseback PSAs, except for the resolution of rights of first refusal related to two specified properties and for any future material liens and encumbrances. Otherwise, all existing liens and encumbrances of record, and all conditions shown on updated surveys have been approved by the SLB Buyers, and any title objections made under the Sale-Leaseback PSAs have been waived or resolved.

The Sale-Leaseback PSAs stipulate additional conditions to be satisfied on or before the closing date, including Ruby Tuesday’s exclusive and sole possession of operating properties, accuracy of the representations and warranties set forth in the Sale-Leaseback PSAs, accuracy of environmental Phase I reports, a minimum of $35 million equity contributions to Holding, no material deterioration of the financial condition of Ruby Tuesday and delivery of final title commitments to the SLB Buyers (consistent with the approved title commitments).

Concurrently with the execution of the merger agreement, the Senior Debt Commitment was executed, pursuant to which up to $156 million of debt financing in the aggregate is committed by Goldman Sachs Specialty Lending Group, L.P. and TCW Direct Lending Group, together with its affiliates, consisting of: (i) up to $143.5 million aggregate principal amount of term loans (principally used for the merger) and (ii) up to $12.5 million aggregate principal amount of a revolving facility (principally used to backstop and/or replace Ruby Tuesday’s existing letters of credit). The financing commitment under the Senior Debt Commitment is subject to certain closing conditions that remain to be satisfied, including compliance with the terms of the commitment letter and the fee letter, receipt of proceeds of certain sale-leaseback transactions, a minimum of common cash equity contribution from the Fund constituting at least 30% of the total pro forma capitalization of Holding and its subsidiaries, the execution of the merger agreement and the meeting of all conditions precedent thereto, the solvency of Ruby Tuesday after the merger and the incurrence of the new indebtedness, receipt of various finance, legal and know-your-client deliverables, absence of a material adverse event (as such term is defined in the merger agreement) since May 31, 2016, execution of the definitive credit agreement and other loan documents, accuracy and completeness of certain representations in the merger agreement and the loan documents, and payoff of existing debt, release of liens and security interests securing existing debt and cancellation of existing letters of credit.

Regulatory Clearances and Approvals Required for the Merger

No filing was necessary under the HSR Act. No other regulatory clearance or approval is required.

Accounting Treatment

The merger will be accounted for as a “purchase transaction” for financial accounting purposes.

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Material U.S. Federal Income Tax Consequences of the Merger

The exchange of Ruby Tuesday common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 87 of this proxy statement) whose shares of Ruby Tuesday common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 87 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of Ruby Tuesday Common Stock

Upon completion of the merger, the Ruby Tuesday common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

Litigation Related to the Merger

In connection with the transactions contemplated by the merger agreement, as of November 15, 2017, various combinations of Ruby Tuesday, its directors, Holding, Merger Subsidiary and the Fund have been named as defendants in six purported stockholder class actions filed in the United States District Court for the Eastern District of Tennessee by alleged stockholders of Ruby Tuesday. The lawsuits are captioned Maseman v. Ruby Tuesday, Inc., et al. , 3:17-cv-00478 (filed on November 8, 2017), Sun v. Ruby Tuesday, Inc., et al. , 3:17-cv-00482 (filed on November 9, 2017), Rosenfeld v. Ruby Tuesday, Inc., et al. , 3:17-cv-00485 (filed on November 10, 2017), Raul v. Ruby Tuesday, Inc., et al. , 3:17-cv-00494 (filed on November 13, 2017), Patterson v. Ruby Tuesday, Inc., et al. , 3:17-cv-00495 (filed on November 14, 2017) (“ Patterson ”) and Breslau v. Ruby Tuesday, Inc., et al. , 3:17-cv-00496 (filed on November 14, 2017) (collectively, the “Actions”). The complaints in the Actions assert claims against various combinations of Ruby Tuesday, its directors, Holding, Merger Subsidiary and the Fund pursuant to Section 14(a) of the Exchange Act and Ruby Tuesday’s directors pursuant to Section 20(a) of the Exchange Act and generally allege that the preliminary proxy statement omitted certain material information regarding the merger, and that Ruby Tuesday’s directors had control person liability for the alleged material omissions. In addition, the Patterson complaint asserts a claim against Ruby Tuesday’s directors for breach of fiduciary duties. The complaints generally seek, among other remedies, to enjoin the merger, or in the event that the merger is consummated, rescission of the merger and unspecified damages, costs and attorney’s fees. The defendants believe that the Actions are without merit and intend to defend vigorously against all claims asserted.

Dissenters’ Rights (page 82 and Annex C)

Under the GBCC, any record holder of Ruby Tuesday common stock who does not vote in favor of the merger, and who exercises its dissenters’ rights and fully complies with all of the provisions of Article 13 of the GBCC (but not otherwise), will be entitled to demand and receive payment of the “fair value” for all (but not less than all) of his or her shares of Ruby Tuesday common stock if the merger is completed. See the section entitled “Dissenters’ Rights of Stockholders” beginning on page 82 of this proxy statement. A copy of Article 13 of the GBCC is attached as Annex C to this proxy statement.

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Agreement and

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Plan of Merger, dated as of October 16, 2017, a copy of which is attached to this proxy statement as Annex A, and which is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement

The following summary of the Agreement and Plan of Merger, dated as of October 16, 2017, a copy of which is attached hereto as Annex A to this proxy statement, is intended to provide information regarding the terms of the merger agreement and is not intended to modify or supplement any factual disclosures about Ruby Tuesday in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Ruby Tuesday or any of its subsidiaries or affiliates. The merger agreement contains representations and warranties by Ruby Tuesday, Holding and Merger Subsidiary which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by the disclosure schedules to the merger agreement; were made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Ruby Tuesday’s public disclosures.

Additional information about Ruby Tuesday may be found elsewhere in this proxy statement and Ruby Tuesday’s other public filings. See the section entitled “Where You Can Find More Information,” beginning on page 91 of this proxy statement.

Structure of the Merger

At the effective time of the merger, Merger Subsidiary will be merged with and into Ruby Tuesday. Ruby Tuesday will be the surviving corporation in the merger and will continue its corporate existence under Georgia law as a wholly-owned subsidiary of Holding. The articles of incorporation and bylaws of Ruby Tuesday as in effect immediately prior to the effective time of the merger will be amended by virtue of the merger at the effective time of the merger in form and substance satisfactory to Holding. The managers of Merger Subsidiary at the effective time of the merger will be the directors of the surviving corporation until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of Ruby Tuesday at the effective time of the merger will be the officers of the surviving corporation.

Closing and Effective Time of the Merger

Unless otherwise mutually agreed by Ruby Tuesday and Holding, the closing of the merger will take place no later than the fifth business day following the satisfaction or waiver of the conditions set forth in the merger agreement and described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 77 of this proxy statement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) at the closing of the merger.

The merger will become effective at such time as the certificate of merger is duly filed with the Georgia Secretary of State or at such later time as may be specified in the certificate of merger. As of the date of this proxy statement, we expect to complete the merger by the first calendar quarter of 2018. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below, and it is possible that factors outside the control of Ruby Tuesday or Holding could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

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Effect of the Merger on Ruby Tuesday Common Stock

At the effective time of the merger, each share of Ruby Tuesday common stock outstanding immediately prior to the effective time of the merger (other than shares owned by Ruby Tuesday, Holding or any of their respective subsidiaries or any stockholder who has properly demanded and not validly withdrawn dissenters’ rights in accordance with Georgia law, together, the “excluded shares”) will be converted into the right to receive $2.40 in cash, without interest and less any applicable withholding taxes. At the effective time of the merger, all of the shares of Ruby Tuesday common stock (other than the excluded shares) will cease to be outstanding, will be cancelled and will cease to exist, and will thereafter represent only the right to receive the per share merger consideration of $2.40 for each such share, without interest and less any applicable withholding taxes.

At the effective time of the merger, each share of Ruby Tuesday common stock held by Ruby Tuesday, Holding or any of their respective subsidiaries will cease to be outstanding and will be canceled without payment of any consideration. In addition, each share of Ruby Tuesday common stock the holder of which has properly demanded dissenters’ rights in accordance with Georgia law will not be canceled and converted into the right to receive the merger consideration unless and until such holder fails to perfect or withdraws or otherwise loses its dissenters’ right. If any holder of Ruby Tuesday common stock that demands dissenters’ rights properly perfects such rights, such holder will be entitled to the fair value of such shares as determined by the superior court of Georgia plus interest, if any, on the amount determined to be the fair value, as further described in the section entitled “Dissenters’ Rights of Stockholders” beginning on page 82 of this proxy statement.

Each share of common stock of Merger Subsidiary outstanding immediately prior to the effective time of the merger will be converted into one share of common stock of the surviving corporation.

Procedures for Surrendering Shares for Payment

At or prior to the effective time of the merger, Holding will make available to an exchange agent selected by Holding and reasonably acceptable to Ruby Tuesday, for the benefit of the holders of Ruby Tuesday common stock, cash in the aggregate amount necessary for the exchange agent to make the payment of the merger consideration to Ruby Tuesday stockholders.

Promptly after the effective time of the merger (but not later than two business days thereafter), Holding will send or cause the exchange agent to send to each record holder of Ruby Tuesday common stock at the effective time of the merger a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificate or transfer of the uncertificated shares to the exchange agent) for use in such exchange.

Each holder of shares of Ruby Tuesday common stock that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate, together with a properly completed letter of transmittal, and such other documents as may be reasonably requested by the exchange agent or the surviving corporation, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, the merger consideration in respect of Ruby Tuesday common stock represented by a certificate or uncertificated share. Until so surrendered or transferred, as the case may be, each such certificate or uncertificated share shall represent after the effective time of the merger for all purposes only the right to receive such merger consideration.

Any portion of the funds deposited with the exchange agent for payment to the stockholders that remains unclaimed by the stockholders of Ruby Tuesday for six months after the effective time of the merger will be delivered to the surviving corporation, upon demand. Any holder of Ruby Tuesday common stock will thereafter look only to the surviving corporation for payment of the merger consideration.

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Withholding

Holding, the surviving corporation and the exchange agent are entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the exchange agent, the surviving corporation or Holding, as the case may be, so withholds amounts, the exchange agent, the surviving corporation or Holding, as the case may be, will remit any such amounts to the applicable taxing authority, and, to the extent so withheld and remitted, such amounts will be treated for all purposes of the merger agreement as having been paid to the person in respect of whom the exchange agent, the surviving corporation or Holding, as the case may be, made such deduction and withholding.

Treatment of Ruby Tuesday Equity and Performance-Based Cash Awards

At or immediately prior to the effective time of the merger, to the extent required or permitted by the applicable employee plan:

Representations and Warranties

Ruby Tuesday’s representations and warranties to Holding and Merger Subsidiary in the merger agreement relate to, among other things:

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Holding’s and Merger Subsidiary’s representations and warranties to Ruby Tuesday in the merger agreement relate to, among other things:

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None of the representations and warranties in the merger agreement survive the effective time of the merger.

Definition of “Material Adverse Effect”

Many of Ruby Tuesday, Holding and Merger Subsidiary’s representations and warranties in the merger agreement are qualified by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect). For purposes of the merger agreement, a “material adverse effect” means a material adverse effect on (i) the financial condition, business, assets or results of operations of such person and its subsidiaries, or (ii) such person’s ability to consummate the transactions contemplated by the merger agreement on a timely basis taken as a whole, excluding any effect resulting from:

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Notwithstanding these exclusions, any event, occurrence, fact, condition, or change referred to in the first, second, fourth and tenth bullet points above will be taken into account in determining whether a material adverse effect has occurred or would reasonably be expected to occur only to the extent that such event, change, or effect has a disproportionate effect on such person, compared to other participants in the industries in which such person conducts its businesses.

Conduct of the Business Pending the Merger

Ruby Tuesday has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger. In general, except as expressly contemplated by the merger agreement, as set forth on the disclosure schedules to the merger agreement, or with the prior written consent of Holding (not to be unreasonably withheld or delayed), Ruby Tuesday is required to and cause each of its subsidiaries to conduct its business in the ordinary course and use its reasonable best efforts to preserve intact its business organization and relationships with third parties (including customers, suppliers, distributors and franchisees) and to keep available the services of its present officers and employees.

In addition, without limiting the generality of the foregoing, except as expressly contemplated by the merger agreement, as set forth on the disclosure schedules to the merger agreement, or with the prior written consent of Holding (not to be unreasonably withheld or delayed), Ruby Tuesday will not, nor will Ruby Tuesday permit any of its subsidiaries to:

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