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FNF to Acquire Restaurant Chain

February 7, 2012

Fidelity National Financial Inc. signed a definitive agreement to acquire all of the outstanding common stock of O'Charley's Inc.

FNF currently owns 9.5 percent of the outstanding shares of common stock of O'Charley's, which operates more than 340 full-service restaurants under the O'Charley's, Ninety Nine and Stoney River concepts. FNF will pay $9.85 in cash for each share of the company that it doesn’t own, meaning the purchase will cost about $200 million.

"We have been seeking an investment in a larger, scalable, strategic restaurant operating company to complement our successful investment in American Blue Ribbons Holdings LLC (ABRH)," said FNF Chairman William P. Foley, II. "With more than 340 restaurants and over $800 million in revenue, O'Charley's is an attractive company with three proven restaurant concepts in O'Charley's, Ninety Nine and Stoney River. There is a real opportunity to continue to improve the operating performance at O'Charley's and to build on their current momentum.”

ABRH owns and operates Max & Erma’s, Village Inn and Bakers Square eateries.

Under the terms of the definitive agreement, FNF intends to commence a tender offer for all of the outstanding shares of common stock of O'Charley's that it does not currently own on or about Feb. 24. The initial tender is expected to expire on April 2 and to close shortly thereafter, assuming that shares, combined with FNF's existing ownership stake, represent more than a majority of the outstanding shares of O'Charley's are properly tendered and not withdrawn.

O’Charley’s has posted losses for the past four years, but fits the investment profile of Fidelity, according to Mark Dwelle, an analyst at RBC Capital Markets.

On Jan. 12, FNF finalized the purchase of SoftPro, a leading provider of closing and title automation software, from Lender Processing Services (LPS).



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