Title

FTC Fines Acquirer $850,000 for Failure to File Under HSR Act for Incremental Purchases of a Public Issuer
Client Memorandum

Created date

9/28/2012
The Federal Trade Commission ("FTC") yesterday fined Biglari Holdings, Inc., a publicly traded diversified holding company ("Biglari"), $850,000 to settle allegations that it violated the Hart-Scott-Rodino Antitrust Improvements Act (the "HSR Act") in connection with acquisitions of shares of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”) in June of 2011. The FTC alleged that Biglari’s incremental acquisitions of Cracker Barrel stock resulted in Biglari’s aggregate holdings of Cracker Barrel exceeding the minimum dollar value reporting threshold (then $66 million) and no exemption from submitting a filing under the HSR Act and observing a waiting period was available.