In terms of the current board, Biglari has railed at them for not having enough skin in the game in terms of owning CBRL shares. So far, he has been unsuccessful in his pursuit to gain board seats, but continues to build his CBRL stake.
In response, Cracker Barrel adopted a poison pill this past April, which would be triggered if anyone buys 20% or more of the company. An earlier attempt to adopt a poison pill triggered at 10% ownership failed.
What attracted me to Cracker Barrel as an investor was that it's valuations were extremely low, as were expectations. Sweetening the deal was the real estate owned by the company; namely more than 400 of its locations. That's a potentially compelling portfolio of real estate and gives the company some options.
Three years ago, a sale and leaseback transaction on one distribution center and 14 stores netted $57.6 million: $12.4 million for the distribution center and about $3.23 million per store. While you can't jump to the conclusion that every owned location is worth in excess of $3 million, it does give you an idea of potential value.With Biglari Holdings' stake in Cracker Barrel at 4.065 million shares, each share of Biglari Holdings theoretically represents 3.3 shares of Cracker Barrel, worth about $210. Biglari Holdings is currently trading around $350. Biglari also owns Steak 'n Shake, a fast food chain that has experienced a nice turnaround in recent years, Western Sizzlin, a small casual dining chain, as well as other assets. Biglari has become a compelling sum-of-the parts story. It's also the cheapest way I know to participate in Cracker Barrel. BH data by YCharts
The fight is not over yet either; like many activist situations, it is escalating. Biglari originally wanted one seat on the board. Now he wants four. He's also the largest shareholder and just 2.5% away from triggering the poison pill. Stay tuned. At the time of publication, the author was long BH. This article is commentary by an independent contributor, separate from TheStreet's regular news coverage.
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