Item 8.01. Other Events.
Steak n Shake Inc., a wholly-owned subsidiary of Biglari Holdings Inc., intends
to offer, subject to market and other conditions, approximately $400 million
aggregate principal amount of senior secured notes due 2023 (the "Notes") in a
private offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
The Notes will not be registered under the Securities Act or any state
securities law and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities
Act and applicable state securities laws. The Notes will be offered in the
United States only to qualified institutional buyers under Rule 144A under the
Securities Act and outside the United States under Regulation S under the
Steak n Shake intends to use the net proceeds from the offering of the Notes,
along with cash on hand, to repay in full outstanding borrowings under its
existing senior secured credit facility and to make a cash distribution of $230
million to Biglari Holdings.
This current report is for informational purposes only and is not an offer to
sell or purchase nor the solicitation of an offer to sell or purchase securities
and shall not constitute an offer, solicitation or sale in any state or
jurisdiction in which, or to any person to whom such an offer, solicitation or
sale would be unlawful.
About Biglari Holdings Inc.
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a
number of diverse business activities, including media, property and casualty
insurance, and restaurants. The Company's largest operating subsidiaries are
involved in the franchising and operating of restaurants. All major operating,
investment, and capital allocation decisions are made for the Company and its
subsidiaries by Sardar Biglari, Founder, Chairman and Chief Executive Officer.
Forward Looking Statements
Certain statements in this current report constitute "forward-looking
statements" relating to the offering of the Notes and the anticipated use of net
proceeds therefrom. Statements preceded by, followed by or that otherwise
include the words "anticipates", "intends" and similar expressions or future or
conditional verbs such as "will" and "would" are generally forward-looking in
nature and not historical facts. Any statements that refer to expectations or
other characterizations of future events, circumstances or results are
forward-looking statements. These statements are subject to significant risks
and uncertainties, including, without limitation, risks and uncertainties
related to economic, market or business conditions and satisfaction of customary
closing conditions related to the private offering. No assurance can be given
that the offering of Notes discussed above will be consummated on the terms
described or at all. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events unless we are
required to do so by law.
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