Biglari Capital Amends Cracker Barrel Stake Filing

TL;DR

Biglari Capital just updated their 13D filing for CRACKER BARREL. Watch this space.

AI Summary

Biglari Capital Corp. filed Amendment No. 54 to its Schedule 13D on August 20, 2024, regarding its holdings in Cracker Barrel Old Country Store, Inc. The filing indicates a change in the beneficial ownership of the company's common stock. Sardar Biglari is listed as a key individual associated with Biglari Capital Corp.

Why It Matters

This amendment signals ongoing activity or changes in the investment strategy of a significant shareholder in Cracker Barrel, potentially influencing the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor intentions or significant stake changes, which can lead to volatility and strategic shifts for the target company.

Key Players & Entities

• Biglari Capital Corp. (company) — Filing entity
• Cracker Barrel Old Country Store, Inc. (company) — Subject company
• Sardar Biglari (person) — Key individual associated with filing entity

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $101,774,800 — ly by The Lion Fund II is approximately $101,774,800. The Shares owned directly by The Lion
• $5,065,302 — irectly by First Guard is approximately $5,065,302. The Shares purchased by First Guard we
• $523,129 — ly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pione

Filing Documents

• sc13da5408106004_08202024.htm (SC 13D/A) — 295KB
• ex991to13da5408106004_082024.htm (EX-99.1) — 30KB
• ex992to13da5408106004_082024.htm (EX-99.2) — 21KB
• 0000921895-24-001881.txt ( ) — 347KB

Identity and Background

Item 2. Identity and Background.

is hereby amended

Item 2 is hereby amended and restated to read as follows: (a) This a Texas limited liability company (“BCC”), First Guard Insurance Company, an Arizona corporation (“First Guard”), Southern Pioneer Property and Casualty Insurance Company, an Arkansas corporation (“Southern Pioneer”), Biglari Reinsurance Ltd., a Bermuda corporation (“Biglari Reinsurance”), Biglari Insurance Group Inc., a Delaware corporation (“Biglari Insurance”), Biglari Holdings Inc., an Indiana corporation (“Biglari Holdings”), and Sardar Biglari. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. BCC is the general partner of The Lion Fund II. Sardar Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by The Lion Fund II. By virtue of these relationships, BCC and Sardar Biglari may be deemed to beneficially own the Shares owned directly by The Lion Fund II. Biglari Reinsurance is the direct parent company of each of First Guard and Southern Pioneer. Biglari Insurance is the direct parent company of Biglari Reinsurance. Biglari Holdings is the direct parent company of Biglari Insurance. Sardar Biglari is the Chairman and Chief Executive Officer of Biglari Holdings and has investment discretion over the securities owned by each of First Guard and Southern Pioneer. By virtue of these relationships, Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by each of First Guard an

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is hereby amended and restated to read

Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 2,000,000 Shares owned directly by The Lion Fund II is approximately $101,774,800. The Shares owned directly by The Lion Fund II were acquired with funds of affiliated entities that initially purchased the Shares prior to their contribution to The Lion Fund II. The Lion Fund II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The aggregate purchase price of the 62,300 Shares owned directly by First Guard is approximately $5,065,302. The Shares purchased by First Guard were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 6,841 Shares owned directly by Southern Pioneer is approximately $523,129. The Shares purchased by Southern Pioneer were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. 11 CUSIP No. 22410J106

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended

Item 4 is hereby amended to add the following: On August 16, 2024, the Reporting Persons delivered a letter to the Issuer nominating Milena Alberti-Perez, Julie Atkinson, Sardar Biglari and Michael W. Goodwin (collectively, the “Initial Nominees”) for election to the Board at the 2024 annual meeting of shareholders of the Issuer (the “Annual Meeting”). On August 18, 2024, the Reporting Persons delivered a supplemental letter to the Issuer nominating Michelle Frymire (together with the Initial Nominees, each, a “Nominee” and collectively, the “Nominees”) for election to the Board at the Annual Meeting. Milena Alberti-Perez has served on the boards of directors of Digimarc Corp. (NASDAQ: DMRC), a provider of enterprise software and services, since April 2022, Pitney Bowes Inc. (NYSE: PBI), a shipping and mailing company that provides technology, logistics and financial services, since May 2023 and Allurion Technologies, Inc. (NYSE: ALUR), a company dedicated to ending obesity, since March 2024. Ms. Alberti-Perez was most recently the Chief Financial Officer at Getty Images Holding, Inc. (NYSE: GETY), a visual media company, from January 2021 to January 2022. Previously, Ms. Alberti-Perez was Chief Financial Officer at MediaMath, Inc., a demand-side platform for programmatic marketing and advertising, from January 2020 to December 2020. Prior to this, Ms. Alberti-Perez held various financial and publishing roles at Penguin Random House LLC (“Penguin Random House”), a multinational publishing company, including Global and U.S. Chief Financial Officer from 2015 to 2017, Senior Vice President of Global Corporate Finance from 2014 to 2015, Senior Vice President of Corporate Development from 2011 to 2014, Vice President of Mergers & Acquisitions from 2010 to 2011, Director of Spanish Language Publishing from 2004 to 2010, and Director of Corporate Development from 2001 to 2004. Earlier in her career, Ms. Alberti-

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby amended

Item 5 is hereby amended and restated to read as follows: (a – e) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 22,202,296 Shares outstanding as of May 23, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 30, 2024. As of the close of business on August 20, 2024, The Lion Fund II owned directly 2,000,000 Shares, constituting approximately 9.0% of the Shares outstanding. By virtue of their relationships with The Lion Fund II, each of BCC and Sardar Biglari may be deemed to beneficially own the Shares owned by The Lion Fund II. As of the close of business on August 20, 2024, First Guard owned directly 62,300 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with First Guard, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by First Guard. As of the close of business on August 20, 2024, Southern Pioneer owned directly 6,841 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with Southern Pioneer, each of Biglari Reinsurance, Biglari Insurance, Biglari Holdings and Sardar Biglari may be deemed to beneficially own the Shares owned directly by Southern Pioneer. An aggregate of 2,069,141 Shares, constituting approximately 9.3% of the Shares outstanding, are reported by the Reporting Persons in this statement. None of the Nominees or any person set forth on Schedule A, other than Mr. Biglari, beneficially owns any Shares as of the date hereof. 14 CUSIP No. 22410J106 By virtue of his relationships with the other Reporting Persons, Sardar Biglari may be deemed to have the sole power to vote and dispose of the Shares owned directly by The Lion Fund II, First Guard and Southern Pioneer. There have been no transactions

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

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

is hereby amended

Item 6 is hereby amended to add the following: On August 16, 2024, the Reporting Persons and the Initial Nominees entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in whic

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