Attached files
| file | filename |
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| 8-K - BIGLARI HOLDINGS INC. | form8k07428_08212013.htm |
Exhibit 99.1
BIGLARI HOLDINGS INC.
NEWS RELEASE
SAN ANTONIO, TX, August 21, 2013 — Biglari Holdings Inc. (NYSE: BH) (“Biglari Holdings” or the “Company”) announced that it has commenced its offering of transferable subscription rights (the “Rights Offering”) initially announced on February 5, 2013. Pursuant to the Rights Offering, the Company will distribute one transferable subscription right (“Right”) for each share of its common stock to shareholders of record at the close of business on August 27, 2013.
Every five (5) Rights will entitle a shareholder to subscribe for one share of common stock at a price of $265.00 in cash per share. The Rights (excluding oversubscription privileges) will be transferable and will be admitted for trading on the New York Stock Exchange (the “NYSE”) (NYSE: BH WS) during the course of the Rights Offering. The subscription period will commence on August 27, 2013 (the record date) and terminate 20 days later on September 16, 2013 (the expiration date), unless the Rights Offering is extended.
Shareholders on the record date who fully exercise the Rights distributed to them will also be entitled to subscribe for and purchase additional shares of common stock not purchased by other Rights holders through their basic subscription privileges. The maximum number of shares that a shareholder may purchase under this oversubscription privilege is equal to the number of shares such shareholder purchased under its basic subscription privilege, subject to pro-rata allotment. A shareholder will be entitled to exercise the oversubscription privilege only if he or she is a shareholder on the record date and exercises the basic subscription privilege in full.
The Rights will begin trading “when issued” on the NYSE on August 22, 2013, and shares of common stock of the Company are expected to trade “ex-Rights” on August 23, 2013. The Rights are expected to begin trading for normal settlement on the NYSE on or about August 29, 2013 and continue through the opening of trading on the expiration date.
The Company expects to mail subscription certificates evidencing the Rights and a copy of the prospectus for the Rights Offering to record date shareholders beginning on or about August 28, 2013.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Rights Offering will be made only by means of a prospectus. A copy of the prospectus, when available, may be obtained from the information agent, Morrow & Co., LLC, at (877) 849-0763.
About Biglari Holdings Inc.
Biglari Holdings Inc. is a diversified holding company engaged in a number of business activities. Its most important operating subsidiaries are involved in the franchising and operating of restaurants. All major operating, investment, and capital allocation decisions are made by Sardar Biglari, Chairman and Chief Executive Officer, on behalf of the Company and its main operating subsidiaries.
Risks Associated with Forward-Looking Statements
This news release may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements which may concern anticipated future results are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ markedly from those projected or discussed here. Biglari Holdings cautions readers not to place undue reliance upon any such forward-looking statements, for actual results may differ materially from expectations. Biglari Holdings does not update publicly or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Further information on the types of factors that could affect Biglari Holdings and its business can be found in the company's filings with the SEC.