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Biglari Holdings — the owner of the restaurant chains Steak ‘n Shake and Western Sizzlin — is seeking to acquire nearly 1.41 million shares of Advance Auto Parts common stock for investment purposes. According to an April 30 filing with the SEC, Biglari is offering to buy the Advance stock in exchange for shares of Biglari stock. The exchange ratio for the offer is one share of Advance common stock for 0.1179 shares of Biglari stock. The offer represents a premium to the closing price of Advance’s stock on April 30. The exchange offer is scheduled to expire on May 27, unless extended. Biglari already owns 6,000 shares of Advance common stock.

If Biglari acquires the maximum number of shares in its offer, it would own nearly 1.42 million shares of Advance common stock, representing approximately 1.6 percent of the outstanding shares. [Editor’s Note: The Lion Fund LP, an affiliate of Biglari, owns 10,500 shares of Advance common stock. The Lion Fund is not making the aforementioned offer]. Biglari estimates that, if the maximum number of Advance shares are exchanged pursuant to its offer, the now-former Advance stockholders would own, in the aggregate, roughly 10.4 percent of the outstanding shares of Biglari common stock.

Following consummation, Biglari intends “to evaluate its investment in the Advance common stock on a continual basis and may, from time to time, communicate with, make proposals to, or otherwise attempt to influence, Advance management, members of Advance’s board of directors, and other stockholders of Advance regarding the capitalization, business, operations, and future plans of Advance.”

Biglari writes in its April 30 filing with the SEC that neither it nor any of its subsidiaries have any current plans or proposals that would result in a merger, reorganization, or liquidation of Advance or any of its subsidiaries; any purchase, sale, or transfer of a material amount of Advance’s assets or those of its subsidiaries. It plans no material change in Advance’s present dividend rate or policy, or the indebtedness or capitalization of Advance or any of its subsidiaries. Biglari also states that it does not plan any change in the current board of directors or management of Advance, as well as any other material change in Advance’s corporate structure or business. This includes the delisting of any class of equity security of Advance from a national securities exchange.

Biglari said it may, from time to time, acquire additional shares of Advance common stock, dispose of shares of Advance common stock, or formulate other proposals regarding Advance or the Advance common stock “to the extent deemed advisable in light of its general investment policies, market conditions, or other factors.”

According to Biglari, Advance’s board of directors has not approved this offer or otherwise commented on it. Biglari adds that it has not discussed the offer with the board of directors of Advance. Within 10 business days after the date of the April 30 prospectus, Advance is required by law to publish, send, or give to shareholders (and file with the SEC) a statement as to whether it recommends acceptance or rejection of the offer, that it has no opinion with respect to the offer, or that it is unable to take a position with respect to the offer. — Marc Vincent