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Biglari Holdings Inc. News Release

Stocks in this article: BH

SAN ANTONIO, TX, Aug. 6, 2013 /PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH) ("Biglari Holdings" or the "Company") announced the final terms of its offering of transferable subscription rights (the "Rights Offering") initially announced on February 5, 2013. Pursuant to the Rights Offering, the Company will distribute one transferable subscription right ("Right") for each share of its common stock to shareholders of record at the close of business on August 27, 2013.

Every five (5) Rights will entitle a shareholder to subscribe for one share of common stock at a price of $265.00 in cash per share. The Rights (excluding oversubscription privileges) will be transferable and are expected to be admitted for trading on the New York Stock Exchange (the "NYSE") (NYSE: BH RT) during the course of the Rights Offering. The subscription period will commence on August 27, 2013 (the record date) and terminate 20 days later on September 16, 2013 (the expiration date), unless the Rights Offering is extended.

Shareholders on the record date who fully exercise the Rights distributed to them will also be entitled to subscribe for and purchase additional shares of common stock not purchased by other Rights holders through their basic subscription privileges. The maximum number of shares that a shareholder may purchase under this oversubscription privilege is equal to the number of shares such shareholder purchased under its basic subscription privilege, subject to pro-rata allotment.  A shareholder will be entitled to exercise the oversubscription privilege only if he or she is a shareholder on the record date and exercises the basic subscription privilege in full.

The Rights are expected to trade "when issued" on the NYSE beginning on August 22, 2013, and shares of common stock of the Company are expected to trade "ex-Rights" on August 23, 2013. The Rights are expected to begin trading for normal settlement on the NYSE on or about August 29, 2013 and continue through the opening of trading on the expiration date. 

The Company expects to mail subscription certificates evidencing the Rights and a copy of the prospectus for the Rights Offering to record date shareholders beginning on or about August 28, 2013.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The Rights Offering will be made only by means of a prospectus.  A copy of the prospectus, when available, may be obtained from the information agent, Morrow & Co., LLC, at (877) 849-0763.

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