Current Report Filing (8-k)
May 25 2017 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 22, 2017
BIGLARI HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
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INDIANA
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0-8445
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37-0684070
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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17802
IH 10 West, Suite 400
San Antonio, Texas
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78257
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(210) 344-3400
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(Former Name or Former Address, If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 22, 2017, Biglari
Holdings Inc. (the “Company”) through its wholly-owned subsidiary BHIC Inc. (“Acquirer”), entered into
a Stock Purchase Agreement (the “Purchase Agreement”) with John M. McGraw (“JM McGraw”), JDM Living Trust,
Michael J. McGraw (“MJ McGraw”), Michael Joseph McGraw Family Trust to purchase all of the outstanding capital stock
of two companies, McGraw Insurance, Inc. and Western Service Contract Corporation (“Western”), the parent company of
Pacific Specialty Insurance Company, for a purchase price of $299.5 million, which consists of $24 million in cash payable at the
closing of the transaction and $275.5 million of deferred payments. $175.5 million is payable in cash over a 10-year period, and
$100 million is payable by a promissory note that matures upon the death of MJ McGraw (or in 10 years following the closing should
death occur within that time period) for the benefit of the University of Notre Dame, payable at maturity either in securities
or in cash, at the election of Acquirer. The interest during Mr. McGraw’s lifetime is set at the rate of 6% per annum.
The respective obligations
of the parties to consummate the transactions contemplated by the Purchase Agreement are subject to customary conditions, including
the obtaining of required antitrust and regulatory approvals. The Purchase Agreement obligates JM McGraw and MJ McGraw to repay
outstanding indebtedness owing to Western and its subsidiaries.
The foregoing summary of the Purchase
Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein
by reference.
The Purchase Agreement and the above
description have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement.
They are not intended to provide any other factual information about the parties to the Purchase Agreement or their respective
subsidiaries, affiliates or shareholders. Investors should read the representations and warranties in the Purchase Agreement not
in isolation but only in conjunction with the other information about the Company and its subsidiaries that the Company includes
in reports, statements and other filings it makes with the Securities and Exchange Commission.
On May 25, 2017, the Company issued
a press release regarding the transaction. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated
herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
No.
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Description
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2.1
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Stock Purchase Agreement, dated as of May 22, 2017, by and among BHIC Inc., John M. McGraw, JDM Living Trust, Michael J. McGraw, Michael Joseph McGraw Family Trust and, for certain limited purposes, Biglari Holdings Inc.
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99.1
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Press release dated May 25, 2017.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
May 25, 2017
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BIGLARI HOLDINGS INC.
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By:
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/s/ Bruce Lewis
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Name:
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Bruce Lewis
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Title:
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Controller
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Exhibit Index
Exhibit
No.
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Description
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2.1
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Stock Purchase Agreement, dated as of May 22, 2017, by and among BHIC Inc., John M. McGraw, JDM Living Trust, Michael J. McGraw, Michael Joseph McGraw Family Trust and, for certain limited purposes, Biglari Holdings Inc.
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99.1
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Press release dated May 25, 2017.
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