Exhibit (a)(1)(iii)
IMPORTANT INSTRUCTIONS AND INFORMATION
REGARDING THE TENDERING OF SHARES OF COMMON STOCK
of
BIGLARI HOLDINGS INC.
Pursuant to the Offer to Purchase
dated June 4, 2015
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM,
NEW YORK CITY TIME ON JULY 1, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN
Holders of Shares registered in their own name desiring to tender their Shares should complete and sign the accompanying Letter of Transmittal and forward it to the Depositary in the enclosed envelope by one of the permitted methods of delivery listed below at the corresponding address set forth below. Instructions for completing this Letter of Transmittal are included herein, and a pre-addressed envelope to the Depositary is provided herewith.
The Depositary for the Offer is:
COMPUTERSHARE
Permitted Methods of Delivery to the Depositary:
| By First Class Mail: | By Registered Mail or Overnight Courier: | |
| Computershare | Computershare | |
| c/o Voluntary Corporate Actions | c/o Voluntary Corporate Actions | |
| P.O. Box 43011 | 250 Royall Street, Suite V | |
| Providence, RI 02940-3011 | Canton, MA 02021 |
If you have any questions or need assistance in completing the Letter of Transmittal, please contact the Information Agent by telephone at (877) 629-6357.
Delivery of this Letter of Transmittal or any other required documents to the Depositary to an address other than one of the addresses set forth above does not constitute valid delivery.
If you hold your Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company, custodian or other nominee and you are not the holder of record on our books, you must contact your broker, dealer, commercial bank, trust company, custodian or other nominee and comply with their policies and procedures and provide them with any necessary paperwork in order to have them tender your Shares. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company, custodian or other nominee must not deliver a Letter of Transmittal directly to the Depositary. The broker, dealer, commercial bank, trust company, custodian or other nominee holding your Shares must submit the Letter of Transmittal that pertains to your Shares to the Depositary on your behalf. If the Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Depositary of their authority to so act must be submitted.
CERTAIN TERMS AND CONDITIONS
of
THE OFFER TO PURCHASE
by
THE LION FUND II, L.P.
Capitalized terms used herein and not defined shall have the meanings given to them in the Offer to Purchase up to 575,000 Shares of Common Stock of Biglari Holdings Inc., dated June 4, 2015, as it may be amended from time to time (the “Offer to Purchase”).
By tendering any of your Shares pursuant to a Letter of Transmittal, each such holder shall have tendered to The Lion Fund II, L.P., a Delaware limited partnership (the “Offeror”), the number of the shares of Common Stock (the “Shares”) of Biglari Holdings Inc. (the “Company”) specified in the Letter of Transmittal at a price of $420.00 per Share, net to the tendering shareholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and in the Letter of Transmittal and this Important Instructions and Information (which, together with any supplements or amendments, collectively constitute the “Offer”). The Offer and withdrawal rights will expire at 11:59 pm, New York City Time on July 1, 2015, unless the Offer is extended or withdrawn (such time and date, as they may be extended, the “Expiration Date”).
Stockholders of record of the Company who tender their Shares in the Offer will not be obligated to pay transfer fees, brokerage fees, or commissions on the sale of the Shares.
Subject to and effective upon acceptance for payment of and payment for the Shares tendered, the tendering stockholders, upon delivery of their Letter of Transmittal to the Depositary, will be deemed to sell, assign and transfer to or upon the order of the Offeror all right, title and interest in and to all of the Shares tendered thereby, subject to the proration provisions of the Offer, including, without limitation, all rights in, and claims to, any voting rights, profits and losses, cash distributions made or declared with a record date after the Expiration Date and other benefits of any nature whatsoever distributable or allocable to such tendered Shares under the Amended and Restated Articles of Incorporation of the Company (as amended, restated or otherwise modified from time to time).
Subject to and effective on acceptance for payment of, and payment for, the Shares tendered with the Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the tendering stockholders, upon delivery of their Letter of Transmittal to the Depositary, will be deemed to sell, assign and transfer to, or upon the order of, the Offeror, all right, title and interest in and to all the Shares that are tendered thereby and irrevocably constitutes and appoints Computershare (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares, to (a) transfer ownership of such Shares on the account books maintained by the Company’s registrar, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Offeror, (b) present such Shares for cancellation and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms and subject to the conditions of the Offer.
The tendering stockholders, upon delivery of their Letter of Transmittal to the Depositary, will be deemed to represent and warrant for the benefit of the Offeror and the Depositary that such tendering stockholder owns the Shares tendered and has full power and authority to validly tender, sell, assign and transfer the Shares tendered and that when the same are accepted for payment by the Offeror, the Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such Shares will not be subject to any adverse claims and that the transfer and assignment contemplated in the Letter of Transmittal are in compliance with all applicable laws and regulations. Upon request, the tendering stockholder will execute and deliver any
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additional documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the assignment, transfer and purchase of Shares tendered and otherwise in order to complete the transactions and transfers to the Offeror and the Depositary contemplated in the Letter of Transmittal.
It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person’s own account unless at the time of tender and at the Expiration Date such person has a “net long position” in (a) the Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tender to the Offeror within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into Shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to the Offeror within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in the Letter of Transmittal will constitute the undersigned’s representation and warranty to the Offeror that (a) the undersigned has a “net long position” in Shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of Shares complies with Rule 14e-4.
A tender of Shares pursuant to the procedures described inSection 3—Procedures for Tendering Sharesof the Offer to Purchase and in theInstructions to the Letter of Transmittal set forth in this Important Instructions and Information will constitute a binding agreement between such tendering stockholder and the Company upon the terms and conditions of the Offer. All authority conferred or agreed to be conferred shall survive the death or incapacity of such tendering stockholder, and any obligation of the undersigned under the Letter of Transmittal shall be binding upon his, her or its heirs, personal representatives, successors and assigns. Except as stated in the Offer, the tender of Shares is irrevocable.No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering stockholder or waived by the Offeror. The Offeror will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. The Offeror encourages tendering stockholders to submit tender material as early as possible, so that such stockholders will have as much time as possible prior to the Expiration Date to correct any defects or irregularities in their tenders. SeeSection 3—Procedures for Tendering Shares of the Offer to Purchase and theInstructions to the Letter of Transmittal in this Important Instructions and Information for additional details regarding the procedures for properly tendering Shares.
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INSTRUCTIONS
to
LETTER OF TRANSMITTAL
for
THE LION FUND II, L.P.
Forming Part of the Terms and Conditions of the Offer
1.Delivery of Letter of Transmittal. The Letter of Transmittal is to be completed by all stockholders of record of the company who wish to tender Shares in response to the Offer. For a Stockholder to tender Shares validly, a properly completed and duly executed Letter of Transmittal, your original stock certificate(s), along with any required signature guarantees and any other required documents, must be received by the Depositary through one of the permitted methods using the enclosed envelope on or prior to the Expiration Date. Please seeSection 8 of these instructions if your Shares are registered in the name of a custodian or other nominee.
THE LETTER OF TRANSMITTAL (TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION TIME. THE METHOD OF DELIVERY (CHOSEN FROM AMONG THE METHODS PERMITTED BY THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN DELIVERED BY ONE OF THE PERMITTED METHODS AND ACTUALLY RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All tendering Stockholders, by execution of the Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering stockholder or waived by the Offeror. The Offeror will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. The Company encourages tendering Stockholders to submit tender materials as early as possible, so that such Stockholders will have as much time as possible prior to the Expiration Date to correct any defects or irregularities in their tenders. SeeSection 3—Procedures for Tendering Shares of the Offer to Purchase and thisInstructions to Letter of Transmittal for additional details regarding the procedures for properly tendering Shares.
2.Minimum Tenders. A Stockholder may tender any or all of his, her or its Shares in whole or in part. We are not offering to purchase, and will not accept, any fractional Shares in the Offer.
3.Tender Price and Number of Shares tendered.
To tender all your Shares: If you are tendering all of your Shares, check the box in the first row on the Letter of Transmittal.
To tender less than all of your Shares: If you are tendering less than all of your Shares, then in the second row on the Letter of Transmittal please indicate the number of Shares you are tendering. Only enter whole numbers of Shares. Be certain that you do not indicate that you are tendering more Shares than you actually own. The number of Shares you enter in the second row on the Letter of Transmittal should not be more than the total number of Shares you own.
4. Special payment instructions. Complete the special payment section if you are requesting the check to be made payable to someone other than the registered Stockholder(s) or you want your check mailed to an address different than the address of record. If you complete this section, your signature(s) must be medallion signature guaranteed.
5. Signatures on Letter of Transmittal. If the Letter of Transmittal is signed by the registered Stockholder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as shown on the records of the Company without alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint holders, all such holders must sign the Letter of Transmittal.
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Please seeSection 8 of these instructions if your Shares are registered in the name of a custodian or other nominee
If the Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and such person should provide a signature guarantee and proper evidence satisfactory to the Depositary of their authority so to act must be submitted.
7. Guarantee of Signatures. No signature guarantee is required if the Letter of Transmittal is signed by the registered stockholder of the Shares tendered therewith and the stockholder has not completed the box captioned “Special Payment Instructions”. If one or more Shares is registered in the name of the person other than the person executing the Letter of Transmittal, or if payment is to be made to a person other than the person executing the Letter of Transmittal, or if payment is to be made to a person other than the registered stockholder, then this Letter of Transmittal must be guaranteed by an eligible guarantor institution.
8. Custodian information. If you hold your Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company, custodian or other nominee and you are not the holder of record on our books, you must contact your broker, dealer, commercial bank, trust company, custodian or other nominee and comply with their policies and procedures and provide them with any necessary paperwork in order to have them tender your Shares. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company, custodian or other nominee must not deliver a Letter of Transmittal directly to the Depositary. The broker, dealer, commercial bank, trust company, custodian or other nominee holding your Shares must submit the Letter of Transmittal that pertains to your Shares to the Depositary on your behalf. If the Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Depositary of their authority to so act must be submitted.
9. Waiver of Conditions. The Offeror expressly reserves the absolute right, in its sole discretion, to waive any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered.
10. Requests for Assistance and Additional Copies. Questions or requests for assistance may be directed to, and copies of the Offer to Purchase and Letter of Transmittal may be obtained by calling the Information Agent at (877) 629-6357.
11. Validity of the Letter of Transmittal. The Offeror will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and the Offeror’s determination shall be final and binding. The Offeror reserves the absolute right to reject any or all tenders of Shares that it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counsel, be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in any tender of Shares. None of the Offeror, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.
The Depositary for the Offer is:
Computershare
The Information Agent for the Offer is:
437 Madison Avenue, 28th Floor
New York, New York 10022
Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll Free: (877) 629-6357
Email: info@okapipartners.com
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