Biglari Holdings, Inc.

Last Updated:
United States of America, Plaintiff, v. Biglari Holdings, Inc., Defendant
FTC Matter/File Number:

1110224

Civil Action Number:

112-cv-01586

Enforcement Type:

Civil Penalty (7a)

Case Summary

On 9/25/2012, Biglari Holdings, Inc., a publicly traded holding company, agreed to pay $850,000 to resolve Federal Trade Commission allegations that it violated premerger reporting laws in connection with its 2011 acquisition of a stake in the restaurant operator Cracker Barrel Old Country Store, Inc. At the request of the FTC, the U.S. Department of Justice has filed a complaint for civil penalties, alleging 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. The complaint alleges that, at the time of its acquisitions, Biglari Holdings intended to actively participate in the management of Cracker Barrel, including seeking a seat on the company’s board of directors. As a result, Biglari Holdings was ineligible for the passive investor exemption and was required to submit an HSR notification before acquiring shares of Cracker Barrel in excess of $66 million.