Notable Merger and Acquisition of the Day 2/06: [(CNSL)/(SURW) (FNF)/(CHUX) (RMBS)]

• Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) and SureWest Communications (Nasdaq: SURW) have entered into a definitive agreement under which Consolidated will acquire all the outstanding shares of SureWest in a cash and stock transaction valued at $23.00 per share, or a total of approximately $340.9 million, exclusive of debt.
  
  Under the terms of the agreement, SureWest's shareholders may elect to exchange each share of SureWest common stock for either $23.00 in cash or shares of Consolidated common stock having an equivalent value based on average trading prices for the 20-day period ending two days before the closing of the acquisition, subject to a collar. Overall elections are subject to proration such that 50 percent of the SureWest shares will be exchanged for cash and 50 percent for stock. The stock portion of the transaction will be received tax free. The transaction will be accretive to Consolidated's free cash flow per share in the first full year following closing, excluding integration costs, and the transaction is deleveraging to Consolidated. The consideration represents a 47% premium to SureWest's stock price as of the close on February 3, 2012.
  
  This transaction is not subject to any financing conditions. Morgan Stanley Senior Funding, Inc. has provided Consolidated with $350 million of committed debt financing in conjunction with the acquisition. These funds will be used to refinance the debt of SureWest and pay for the cash portion of the purchase price.
  
  
• Fidelity National Financial, Inc. (NYSE: FNF) today announced the signing of a definitive agreement 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 than May 2, 2012, and is also subject to customary closing conditions, including the successful completion of the tender offer.
  
  
• Rambus Inc. (NASDAQ: RMBS) today announced it has acquired privately-held Unity Semiconductor, an innovative memory technology company for an aggregate of $35 million in cash. As part of this acquisition, the Unity team members have joined Rambus to continue developing innovations and solutions for next-generation non-volatile memory. This acquisition will expand the breadth of Rambus’ breakthrough memory technologies and will open up new markets for licensing. The boards of directors of both companies have approved the acquisition and it has closed.

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