Current Report Filing (8-k)
September 26 2022 - 05:05PM
Edgar (US Regulatory)
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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): September 14, 2022
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BIGLARI HOLDINGS INC. |
(Exact Name of Registrant as Specified in Charter) |
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Indiana |
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001-38477 |
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82-3784946 |
(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,
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Suite 400 |
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San Antonio, |
TX |
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78257 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(210) 344-3400
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(Former Name or Former Address, if Changed Since Last
Report.) |
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Class A common stock |
BH.A |
New York Stock Exchange |
Class B common stock |
BH |
New York Stock Exchange |
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. ☐
Item 2.01. Completion of Acquisition or
Disposition of Assets.
On September 14, 2022, Biglari Holdings Inc. (the “Company”)
completed the purchase of 685,505 shares of Series A Preferred
Stock (the “Preferred Shares”) of Abraxas Petroleum Corporation
(“Abraxas”) for a purchase price of $80 million. The Preferred
Shares were purchased pursuant to a Preferred Stock Purchase
Agreement between the Company and AG Energy Funding, LLC. The
Company’s ownership of the Preferred Shares results in its
beneficial ownership, both directly and indirectly, of
approximately 85% of the voting securities of Abraxas. The Company
used working capital and cash on hand to fund the purchase of the
Preferred Shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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September 26, 2022 |
BIGLARI HOLDINGS INC. |
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By: |
/s/ Bruce Lewis |
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Name: |
Bruce Lewis |
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Title: |
Controller |
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