Biglari Holdings Responds To FTC Allegations

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Sep 25, 2012, 06:16 ET

SAN ANTONIO, TX, September 25, 2012 /PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH) ("Biglari Holdings") today issued its following response to allegations made by the Federal Trade Commission (the "FTC") regarding the settlement reached between the parties related to Biglari Holdings' acquisition of shares of Cracker Barrel Old Country Store, Inc.

The FTC has provided comments to the media regarding the settlement that require clarification. In August 2011 Biglari Holdings filed for Hart-Scott-Rodino approval concerning its purchase of shares of Cracker Barrel, and received FTC clearance in September 2011. All purchases of Cracker Barrel shares were fully and promptly disclosed in the marketplace, and Biglari Holdings did not nominate directors for election to the Cracker Barrel Board until after the Hart-Scott-Rodino forms had been filed. No purchases were made subsequent to the time of the nomination of directors and prior to receiving FTC approval of the Hart-Scott-Rodino filing.

Comments made by both the Chairman of the agency and an unnamed FTC source in Bloomberg incorrectly refer to the "passive investment exemption" and state that "Biglari improperly failed to report the transaction to U.S. antitrust authorities by claiming the purchases were a 'passive' investment when, in reality, Biglari intended to become actively involved in the management of Cracker Barrel." Yet Biglari Holdings clarified to the FTC in a letter that the August 2011 Hart-Scott-Rodino filing was a "corrective filing" to address what had been an inadvertent failure to file the Hart-Scott-Rodino notice; it was not an attempt to rely on the passive investment exemption. The comments made by the FTC mischaracterize Biglari Holdings' investment intent. Biglari Holdings has made clear in all of its public filings that it has no intention of becoming actively involved in day-to-day management or in seeking control of the Board of Cracker Barrel. Moreover, Biglari Holdings desired to settle this matter to avoid the unnecessary legal expense caused by the FTC process, which, in its view, would be far in excess of $850,000. Instead, Biglari Holdings acknowledged its technical error of inadvertently failing to make its initial Hart-Scott-Rodino filing in a timely manner.

SOURCE Biglari Holdings Inc.