Company Overview of O'Charley's Inc.

On October 8, 2012, O'Charley's Inc. said that its shareholder, Fidelity National Financial, Inc. is to acquire the remaining stake in the company for $221 million. Fidelity is likely to offer $9.9 a share in cash with the tender offer period running from February 24, 2013 to April 2, 2013. After the Fidelity news broke on October 8, 2012, O'Charley's shares shot up nearly 42% to close at $9.8 on the NASDAQ Global Select market. David W. Head, O'Charley's President, said in a statement that the acquisition will be a major boon for shareholders. The deal is to close by second quarter's end.

O'Charley's Inc. has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock, no par value under the Securities Exchange Act of 1934, as amended.

O'Charley's Inc. announced that it has submitted written notice to the Nasdaq Global Select Market (NASDAQ) of its intention to voluntarily delist its common stock, no par value, from the Nasdaq. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on April 30, 2012 to delist its common stock. The common stock will continue to be listed through May 9, 2012 and will no longer be listed on May 10, 2012. The Company intends to file a Form 15 with the SEC on or about May 10, 2012 in order to terminate the registration of the common stock under Section 12 of the Securities Exchange Act of 1934, as amended, and to notify the SEC of the automatic suspension of its public reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.