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Fidelity National to buy O'Charley's restaurant chain

Staff Report • Feb 6, 2012 at 11:51 AM

JACKSONVILLE, Fla. (AP) — A title insurance and mortgage services company that already owns a stake in the Bakers Square restaurant chain is buying the restaurant operator O'Charley's Inc., the companies announced Monday.

Fidelity National Financial Inc., based in Jacksonville, Fla., already has an investment in American Blue Ribbons Holdings LLC, which runs more than 360 owned or franchised restaurants under the Village Inn and Max & Erma's names as well as Bakers Square.

O'Charley's, which is based in Nashville, Tenn., operates or franchises 342 restaurants under its namesake brand as well as the Ninety Nine Restaurants and Stoney River Legendary Steaks chains.

Fidelity already owns about 9.5 percent of O'Charley's outstanding stock. The company will pay $9.85 per share for the rest, a 42 percent premium to O'Charley's closing stock price Friday of $6.92. Fidelity National shares fell 22 cents to $18.21.

The price being paid values all of O'Charley's shares at about $221 million, the companies said.

O'Charley's stock jumped $2.92, or 42.2 percent, to $9.84 in morning trading Monday.

Fidelity Chairman William P. Foley II said in a statement that Fidelity has been looking for a restaurant operator that would complement its investment in American Blue Ribbons.

Both Fidelity and O'Charley's boards have unanimously approved the transaction, and said they expect the deal to close in the second quarter. But O'Charley's still may seek out third-party proposals through March 6.

Fidelity plans to start a tender offer for the shares it doesn't already own on Feb. 24. The initial tender is expected to expire on April 2.

Separately, O'Charley's Inc. said Monday reported a smaller fourth-quarter loss than a year ago as it benefited from fewer charges and expenses and solid results at its Ninety Nine Restaurants and Stoney River Legendary Steaks locations.

O'Charley's reported a net loss of $8.1 million, or 37 cents per share, for the period ended on Dec. 25. That compares with a loss of $20.6 million, or 97 cents per share, during the same period a year ago.

Analysts polled by FactSet expected a loss of 22 cents per share.

Impairment and disposal charges declined to $3.1 million from $9.2 million, while depreciation and amortization expenses dropped to $7.5 million from $9.2 million. Net interest expense fell to $548,000 from $2.4 million.

Revenue slipped 1 percent to $182.2 million from $183.5 million because fewer restaurants were running during the period. Wall Street expected $181.1 million.

Restaurant operators have faced difficulty in the face of high food costs and consumers who have eaten at home more since the recession.

Revenue at Ninety Nine Restaurants open at least a year climbed 5.5 percent. The figure increased 7.2 percent at Stoney River locations.

But the results were not as good at its namesake restaurants. Revenue at O'Charley's restaurants open at least a year fell 1.5 percent.

This metric is a key indicator of a restaurant operator's health because it excludes results from restaurants recently opened or closed.

O'Charley's full-year loss narrowed to $12.1 million, or 56 cents per share, from a loss of $34.9 million, or $1.65 per share, in the previous year. Revenue for the year dropped less than 1 percent to $827.1 million from $830.1 million a year ago.

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