SAN ANTONIO, TX, Aug. 13, 2014 /PRNewswire/ -- Biglari
Holdings Inc. (NYSE: BH) ("Biglari Holdings" or the "Company")
today announced that it has commenced its offering of transferable
subscription rights (the "Rights Offering") initially announced on
July 21, 2014. 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
19, 2014.
Every five (5) Rights will entitle a shareholder to subscribe
for one share of common stock at a price of $250.00 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
19, 2014 (the record date) and terminate on September 12, 2014 (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.
Only Rights aggregated to purchase whole shares of common stock
are exercisable. Fractional shares will not be issued and
exercises of Rights will be rounded down. Shareholders must
aggregate Rights in multiples of five (5) Rights to purchase shares
of common stock they desire and are entitled to purchase in the
Rights Offering. The Company will not issue fractional Rights
or cash in lieu of fractional shares underlying Rights.
The Rights will begin trading "when issued" on the NYSE on
August 14, 2014, and shares of common
stock of the Company are expected to trade "ex-Rights" on
August 15, 2014. The Rights are
expected to begin trading for normal settlement on the NYSE on or
about August 21, 2014 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 20, 2014.
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, Alliance Advisors LLC, at
(855) 976-3332.
About Biglari Holdings Inc.
Biglari Holdings Inc. is a holding company owning subsidiaries
engaged in a number of diverse business activities, including
media, property and casualty insurance, as well as restaurants. The
Company's largest operating subsidiaries are involved in the
franchising and operating of restaurants. All major operating,
investment, and capital allocation decisions are made for the
Company and its subsidiaries by Sardar
Biglari, Chairman and Chief Executive Officer.
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.
SOURCE Biglari Holdings Inc.