More Topics:
Fidelity National Financial to Acquire O'Charley's for $9.85 per Share in Cash
Posted February 6, 2012
We Recommend...
JACKSONVILLE, Fla., -- Fidelity National Financial, Inc. (NYSE:FNF), a provider of title insurance, mortgage services and diversified services, has agreed to acquire all of the outstanding common stock of O'Charley's Inc. (NASDAQ:CHUX) that it does not currently own for $9.85 per share in cash. FNF currently owns 2,079,542, or 9.5%, 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.
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 February 24, 2012. The initial tender is expected to expire on April 2, 2012, and to close shortly thereafter, assuming that shares that, combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's are properly tendered and not withdrawn. Closing of the tender is also contingent on customary closing conditions, including the expiration of the HSR waiting period. The back-end, cash-out merger under Tennessee law is expected to take place no earlier thanMay 2, 2012, and is also subject to customary closing conditions, including the successful completion of the tender offer.
"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. We look forward to having the ABRH and O'Charley's teams working toward that end. ABRH operates more than 220 company-owned restaurants, nearly 140 franchised restaurants and generates approximately $455 million in annual revenue. We look forward to the successful completion of the tender offer and to welcoming all of the O'Charley's concepts and employees to the FNF restaurant family."
About FNF
Fidelity National Financial, Inc. (NYSE:FNF), is a leading provider of title insurance, mortgage services and diversified services. FNF is the nation's largest title insurance company through its title insurance underwriters - Fidelity National Title, Chicago Title, Commonwealth Land Title and Alamo Title - that collectively issue more title insurance policies than any other title company in the United States. In addition, among other operations, FNF owns minority interests in Ceridian Corporation, a leading provider of global human capital management and payment solutions, Remy International, Inc., a leading designer, manufacturer, remanufacturer, marketer and distributor of aftermarket and original equipment electrical components for automobiles, light trucks, heavy-duty trucks and other vehicles and American Blue Ribbon Holdings, LLC, an owner and operator of the Village Inn, Bakers Square and Max & Erma's restaurants. More information about FNF can be found at www.fnf.com.
blog comments powered by