Cracker Barrel Confirms Biglari Holdings’ Rejection Of Offer To Repurchase Its Shares

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) confirmed today that Biglari Holdings Inc. has rejected the Company’s offer to repurchase at market price all 4,737,794 Cracker Barrel shares currently held by Biglari Holdings and its affiliates.

Sardar Biglari, chairman and chief executive officer of Biglari Holdings, failed by a wide margin of shareholder votes in his attempts to gain Board representation through proxy contests in both 2012 and 2011.

"We are disappointed that Mr. Biglari has rejected our good-faith offer," said Sandra B. Cochran, Chief Executive Officer of Cracker Barrel. "We continue to believe it would be in the best interests of the Company for Mr. Biglari to exit, avoiding the expense and distraction of a third proxy fight and allowing us to move forward uninterrupted in the fulfillment of our business plans. We will continue to focus on delivering excellent results for customers and shareholders."

The text of the letter to Mr. Biglari outlining the offer follows.

February 13, 2013

Dear Sardar

We are writing on behalf of the Board of Directors of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”) to offer a buyback of the 4,737,794 shares of Cracker Barrel common stock currently held by Biglari Holdings Inc. and its affiliates (collectively, “Biglari Holdings”) at market price (subject to any adjustments that may be required by applicable Tennessee law). As our intention is to act in the best interests of all our shareholders and avoid a third consecutive costly and disruptive proxy contest, our Board has authorized us to make this offer to provide an efficient exit of Biglari Holdings’ position. We would note that we have spoken with other shareholders who have encouraged us to provide you with the opportunity to exit your position in Cracker Barrel by means of a buyback. Having previously conveyed to you our interest in exploring a buyback on November 30, 2012 and as recently as earlier today, our Board believes it is now appropriate to make this offer in writing. We welcome a dialogue with you concerning our proposal.

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