Lion Fund II Concludes Tender Offer at Biglari Holdings (BH)

M. Cap: $356mm | Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including media, property and casualty insurance, as well as restaurants.

§ On November 21, 2014, Groveland Group nominated six candidates to the board.

§ On February 20, 2015 Gamco sent a letter to the Chairman regarding the 2015 Annual Meeting of Shareholders. It stated that if the shares of Biglari’s common stock held by The Lion Fund were abstained, then Gamco intends to support the incumbents. It further stated that if those shares do not abstain and are directed to vote for the incumbents, then Gamco will look more favorably upon the slate of directors intended to be nominated by the Groveland Group.

§ On March 16, 2015, Groveland Group calls for change at the company and filed presentation.

§ On March 19, 2015, Gamco (9.5%) sent a letter to the Chairman and CEO of the company that its proxy voting committee is scheduled to meet tomorrow to determine how to vote at the upcoming 2015 annual meeting of shareholders.

§ On March 27, 2015, Glass Lewis recommended shareholders WITHHOLDING Voting on entire incumbent board and recommended for two Groveland Nominees. Also, ISS recommended shareholders to WITHHOLD votes from the entire BH Board. Source

§ On April 6, 2015, Egan-Jones, proxy advisory firm recommended that shareholders of Biglari Holdings, Inc. FULLY SUPPORT Groveland’s proxy and elect ALL of its six director nominees by voting the WHITE Proxy Card at the Company’s 2015 Annual Meeting of Shareholders. Source

§ On April 7, 2015, Gamco sent a letter to the Chairman that it has not received any response and stated that unless it receive a written response setting forth Biglari’s agreement to abstain from voting the Lion Shares, it does not intend to support the slate of directors proposed by Biglari.

§ At the AGM held on April 9, 2015, all the six incumbent nominees were elected to the Board.

§ On June 4, 2015, the Lion Fund II commenced a tender offer to purchase up to 575,000 Shares, in cash, at a price of $420.00 per Share which would represent approximately 27.8% of the outstanding Shares and would result in the Lion Fund beneficially owning an aggregate of approximately 980,707 Shares, which would represent approximately 47.5% of the outstanding Shares. Commencement of the Offer was subject to the approval of certain matters by the Board of Directors on June 3, 2015. Source

§ On July 2, 2015, the Lion Fund II announced the preliminary results of the Offer to purchase for cash up to 575,000 Shares of the company at a purchase price of $420.00 per Share. The Offer expired on July 1, 2015. Pursuant to the terms of the Offer, the Lion Fund II elected to increase the number of Shares accepted for payment by 41,312 or 2% of the outstanding Shares. Source