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   Non-TechBiglari Holdings, Inc.

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From: smaycs45/25/2017 4:48:04 PM
   of 725
Biglari Holdings Inc. To Acquire Pacific Specialty Insurance Company
PR NEWSWIRE 3:30 PM ET 5/25/2017

383.83 -2.73 (-0.71%)
QUOTES AS OF 04:02:04 PM ET 05/25/2017

SAN ANTONIO, TX and PALO ALTO, CA, May 25, 2017 /PRNewswire/ -- Biglari Holdings Inc. and Pacific Specialty Insurance Company announced today a definitive agreement for a subsidiary of Biglari Holdings(BH) to acquire all of the outstanding shares of the parent company of Pacific Specialty and its affiliated agency, McGraw Insurance, Inc., from its shareholders Michael J. McGraw and John M. McGraw. Pacific Specialty has been recognized as an industry leader in motorcycle, personal watercraft and residential property insurance.

Biglari Holdings' (BH) subsidiary, BHIC Inc., plans to acquire Western Service Contract Corporation (parent of Pacific Specialty) and McGraw Insurance, Inc. for a purchase price of $299.5 million, consisting 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 Michael J. 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 Biglari Holdings(BH). The interest during Mr. McGraw's lifetime is set at the rate of 6% per annum.

Sardar Biglari , Chairman and CEO of Biglari Holdings(BH), said: "For over 40 years the McGraw family has built an excellent insurance business with a distinguished performance. Mike McGraw will run the company as he has in the past, an essential part of our purchase decision. A family managed business such as the one by the McGraws fits well within Biglari Holdings'(BH) collection of businesses. By becoming a constituent company of Biglari Holdings(BH), Pacific Specialty and its affiliated agency will benefit from the parent company's strength and stability."

Mike McGraw , CEO of Pacific Specialty, said: "I am excited to join Biglari Holdings'(BH) group of companies. We are an organization committed to profitable underwriting. Sardar Biglari has built a company we are proud to be associated with. We now have a permanent home for our family business, one we have developed over the decades. I'm looking forward to running the company as CEO for as long as possible."

The ownership change will not have an impact on day-to-day operations; Pacific Specialty and its affiliated agency will operate independently of Biglari Holdings'(BH) other insurance operations. The transaction is subject to customary closing conditions, including regulatory approvals. It is anticipated that the transaction will be completed in the third quarter.


Maxim looks forward to the increased forced advertising revenue.

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To: Glenn Petersen who wrote (691)5/25/2017 4:54:25 PM
From: smaycs4
   of 725
Yes, but who is going to accept non-trading b shares ?

I just cant imagine any way b shares start trading without diluting the regular shares.

Indeed, even the prospect of it is having a negative effect on BH shares. Of course, SNS poor performance could be part of the reason too.

Todays large insurance acquisition isn't being paid for in B shares. And it wont be combined with the other insurance company.

But, they will be forced to advertise at Maxim because, well, Sardar doesn't want to look like the bumbling idiot he was for buying Maxim in the first place.

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To: smaycs4 who wrote (693)5/26/2017 11:34:41 AM
From: Glenn Petersen
2 Recommendations   of 725
Google issued a non-voting class of shares several years ago for the specific purpose of cementing the control of the founders and to be used for employee compensation and acquisitions. The non-voting Class C shares are trading this morning at $970.95; the Class A shares, which each have ten votes, are trading at $992.46.

Page and Brin aren’t satisfied with the 55.7 percent majority of votes they already control today. As Google issues less-potent “A” shares—to compensate employees or to finance acquisitions—the company’s founders have seen their voting power diluted. Now that the company is issuing the neutered “C” shares to ensure Page and Brin retain control far into the future, they’re free to create as many shares as they like without giving up an iota of their grip on Google’s direction.

Box, the cloud services startup, plans to go public soon with a dual-class structure, joining Facebook, Zynga, Groupon, LinkedIn, and other tech stocks whose voting rights are dominated by company founders. Alibaba, the Chinese e-commerce giant, plans to go public in the U.S. largely because Hong Kong’s stock exchange doesn’t permit dual-class structures. The practice has become more common since Google’s IPO in 2004.

Typically, voting and nonvoting shares of a company trade at different levels. Google’s “A” and “C” shares are expected to trade at roughly the same value. If they don’t, Google has agreed to pay out from $300 million to $7.5 billion, using a sliding scale—a possibility some traders are preparing for.

The shares held by Sardar Biglari and his affiliated entities will probably not trade any discount related to the new share structure is probably already reflected in the current stock price. The new structure probably means that the company will be more aggressive in pursuing acquisitions. Can Sardar make good acquisitions? Maxim was a bust, but the purchase of the Cracker Barrel shares was a home run. I hope that the future acquisition strategy avoids the restaurant sector.

Sr K is a bit of an expert on dual share structures.

I am amazed that BH could do a $275.5 million acquisition and defer 91.29% of the payments.

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To: smaycs4 who wrote (693)5/28/2017 10:36:11 AM
From: Sr K
3 Recommendations   of 725
You have it backwards, as to "Google" (Alphabet), when you say "who is going to accept non-trading b shares"?*

The non-trading shares are actually the most valued, per share, usually.

Each company with dual classes is different and the market, including dividend differential, sets the pricing, and liquidity and other factors can lead super-voting shares to trade higher or lower.

For Alphabet the Class B are the super-voting shares that get 10 votes per share (set up that way prior to Google's IPO, explained in the Road Show and the prospectus). Page and Brin have them but so do Schmidt and some early investors.

It's also divorce insurance in Community Property states, so non-voting shares can be paid out, if necessary. That's what Playboy did in the 1980s, "just in case", creating PLA Class A and Class B, from the earlier PLA (a "2 for 1" split).

The Alphabet Class A (GOOGL) get 1 vote per share.

The Class C (distributed with the "2 for 1" Google stock split) get no votes per share. And Alphabet is buying back Class C shares (GOOG), most recently announcing a $5 billion authorization in April when they announced Q1 earnings. That buyback, their biggest yet, has the effect of narrowing the price differential between Class A and C.

In some companies they pay a higher cash dividend for the lower voting shares and that can keep the shares trading approximately equally.

*I'm sure you meant "non-voting", but I also wanted to respond to Glenn's response.

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From: Sr K5/28/2017 2:32:28 PM
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The STEAK 'N SHAKE car is in 8th place, under 6 seconds back, in the Indianapolis 500. Getting lots of TV time on the Visor Cam.

News from February:

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From: smaycs46/4/2017 5:41:18 AM
   of 725
Macon SNS bites the dust.

BH stock is not reacting positively to the Insurance company buy.

SNS sales issues & closures don't help.

North Macon restaurant closes its doors

By Liz Fabian

A “Sorry Closed” sign greets would-be customers at Steak n’ Shake on Tom Hill Sr. Blvd.

Tables have been cleared and signs have been taken down from the building near Interstate 75 between Riverside and Northside drives.

Although an employee from another nearby store thought the restaurant was closed for remodeling, the company’s website no longer lists Macon as a franchise location.

Warner Robins and Locust Grove are listed as the closest locations.

The Macon Mall restaurant closed a few years ago on Mercer University Drive.

Efforts to contact the company for more information were not immediately successful, but one Steak n’ Shake worker said after he was originally told the building was closed for remodeling, he was notified the store was closing for good late this week.

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To: smaycs4 who wrote (697)6/5/2017 5:38:27 PM
From: Glenn Petersen
2 Recommendations   of 725
BH stock is not reacting positively to the Insurance company buy.

Releasing some financial information about Pacific Specialty Insurance Company might help. Will the acquisition be accretive to earnings.

One has to wonder if the SNS concept is growing stale. Always a big danger in the restaurant business.

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To: Glenn Petersen who wrote (698)6/5/2017 7:27:19 PM
From: smaycs4
1 Recommendation   of 725
Its iconic in areas where they have been for decades. In new areas, its not. But, remember, SNS would be more profitable if not for all the extra debt he took on

I just noticed BH was up 8% today. I wonder if he leaked something to someone ?

I wonder if SNS does anything to help those struggling franchisees ?

Those people lost a ton of money.

And SNS didn't step in and take over.

The Hardees in my area were taken over by corporate. I originally thought it was because they were losing money but then they spent big on a remodel and then built a brand new store 4 miles down the road.

It might have been the old franchisee didn't want to sink the extra money in the remodels but corporate did so they bought him out ?

Judging by the discounting on the monthly coupons sheets that come in the mail, they aren't hurting too bad.

Their breakfast offers are discounted less than typical. They still do BOGOs for expensive stuff for lunch & dinner but those are high margin items.

I think their Chicken filet sandwich is $4.99 so 2 for $4.99 is still a healthy margin. Their Baby back barbq thickburger is probably $5.99 so plenty of margin to make up for BOGOs.

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To: smaycs4 who wrote (699)6/12/2017 10:58:12 AM
From: smaycs4
1 Recommendation   of 725
Item 4.
Purpose of Transaction.

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:

The supplemental disclosure added to Item 3 of the Schedule 13D by this Amendment No. 33 is hereby incorporated in this Item 4.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure:

On June 7, 2017, TLF CBRL LLC, a limited liability company whose sole member is The Lion Fund II, L.P., entered into a loan agreement to borrow up to $200,000,000. Under the terms of the agreement up to 3,600,000 shares of Common Stock were pledged as collateral.

10K WIZARD 7:25 AM ET 6/12/2017

Filed on: June 12, 2017

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From: Glenn Petersen6/13/2017 11:18:04 AM
   of 725
A new brand for Cracker Barrel:

Breakout Brands 2017: Holler & Dash

Ron Ruggless
Nation's Restaurant News
Mar 10, 2017

As culinary trends go, biscuits appear poised to take the cake.

Over the past year, Lebanon, Tenn.-based Cracker Barrel Old Country Store Inc. has tailored the old-fashioned biscuit house into a four-unit, fast-casual eatery called Holler & Dash.

The latest location opened in Brentwood, Tenn., in January, following the brand’s debut last March in Homewood, Ala., and subsequent locations in Tuscaloosa, Ala., and Celebration, Fla.

With expansion powered by the 641-unit family-dining Cracker Barrel operator, Holler & Dash plans to double its footprint this fiscal year.

Cracker Barrel CEO Sandra Cochran said in February that Holler & Dash will open four new locations this year.

“One of the objectives to the initial group of store openings was to look at different types of markets and different types of real estate to get a feel for how much appeal the brand had with a variety of consumers in a variety of real estate locations,” Cochran said.

Holler & Dash is testing a variety of sizes, ranging from 1,991 square feet in Tuscaloosa, to about 3,800 square feet in Brentwood. Seating ranges from 72 to more than 100.

Like Cracker Barrel, each restaurant offers a small selection of retail items for sale, but on a much smaller scale.

The menu has about a dozen biscuit sandwiches, spanning the most popular Kickback Chicken, to Andouille Hustle with sausage, as well as potato tot dishes. A Strawberry & Dash with whipped cream is available for dessert.

Breakout Factors:

    -- This emerging concept gets strength and backing from parent company Cracker Barrel Old Country Store Inc.
    -- The menu offers a new take on the Southern staple of biscuits.
    -- Biscuits and locally-inspired sandwich fillings and toppings highlight regional Southern foods.
All photos courtesy of Holler & Dash

Update: March 17, 2017 This article has been updated with additional information about the chain.

Contact Ron Ruggless at

Follow him on Twitter: @RonRuggless

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