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Non-Tech : Biglari Holdings, Inc.
BH 75.50+5.9%Aug 7 4:00 PM EDT

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From: Glenn Petersen10/2/2018 10:45:29 AM
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Biglari Holdings completed it long-threatened restructuring in May and solidified Sardar Biglari's control position. The new Class A shares are currently being quoted at about $912 per share.

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On March 5, 2018, the Company entered into an agreement with its predecessor registrant, now known as OBH Inc. (the “Predecessor”), and BH Merger Company, a wholly owned subsidiary of the Company. Pursuant to the agreement, on April 30, 2018, BH Merger Company merged with and into the Predecessor, with the Predecessor continuing as the surviving corporation and a wholly owned subsidiary of the Company.

As a result of the April 30, 2018 transaction, the Company has two classes of common stock designated Class A common stock and Class B common stock. A share of Class B common stock has economic rights equivalent to 1/5th of a share of Class A common stock; however, Class B common stock has no voting rights. Upon completion of the transaction, every ten (10) shares of common stock outstanding on April 30, 2018 converted into (i) ten (10) shares of Class B common stock and (ii) one (1) share of Class A common stock.

Since May 1, 2018, the shares of the Company’s Class A common stock have traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BH.A,” whereas the Class B common stock trades on the NYSE under the ticker symbol “BH,” which is the former ticker symbol for the Predecessor’s common stock.

For accounting purposes, the April 30, 2018 transaction will be treated as a merger of entities under common control. Accordingly, the consolidated financial position and results of operations of the Predecessor will be included in the consolidated financial statements on the same basis as currently presented, except for earnings per share which is impacted by the issuance of the new common shares. The Company has applied the “two-class method” of computing earnings per share as prescribed in ASC 260, “Earnings Per Share.”

Pursuant to the requirements of the Incentive Agreement with the Chief Executive Officer, Mr. Biglari purchased 4,084 shares of Class A common stock from June 5, 2018 through June 19, 2018. As of June 30, 2018, Mr. Biglari’s beneficial ownership was approximately 56.3% of the Company’s outstanding Class A common stock and 54.3% of the Company’s outstanding Class B common stock.


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