BIGLARI HOLDINGS INC. (NYSE:BH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
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. McGraws 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.
| Item 8.01. | Other Events. |
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 2.1 |
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. |
| 99.1 | Press release dated May 25, 2017. |
About BIGLARI HOLDINGS INC. (NYSE:BH)
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in various business activities, including media, property and casualty insurance, and restaurants The Company’s segments include Restaurant Operations, First Guard, Maxim, Other and Corporate. The Company’s restaurant operations’ activities are conducted through approximately two restaurant concepts operated by subsidiaries Steak n Shake Inc. (Steak n Shake) and Western Sizzlin Corporation (Western). Steak n Shake is engaged in the ownership, operation and franchising of Steak n Shake restaurants. Western is engaged primarily in the franchising of restaurants. The Company’s insurance business consists of First Guard Insurance Company and its agency, 1st Guard Corporation. First Guard is a direct underwriter of commercial trucking insurance, selling physical damage and non-trucking liability insurance to truckers. Its media business consists of Maxim. Maxim’s business lies principally in media and licensing. BIGLARI HOLDINGS INC. (NYSE:BH) Recent Trading Information
BIGLARI HOLDINGS INC. (NYSE:BH) closed its last trading session down -2.77 at 383.83 with 5,130 shares trading hands.