Biglari Holdings Inc. on Dec. 19 terminated an agreement to buy all the outstanding capital stock of Pacific Specialty Insurance Co.'s parent company, Western Service Contract Corp., and its affiliated agency, McGraw Insurance Inc.
On Dec. 21, Biglari entered into an agreement and plan of merger to reorganize itself as a holding company with a dual class structure. The company entered the agreement with its subsidiary, NBHSA Inc., and NBHSA direct subsidiary BH Merger Co.
Under the agreement, BH Merger will merge with and into Biglari, with Biglari continuing as the surviving entity and a wholly owned subsidiary of NBHSA. After the merger closes, NBHSA will be named Biglari Holdings Inc. and replace the company as the publicly held corporation through which the collection of businesses is conducted.
Consummation of the reorganization is subject to the approval by the company's shareholders. The company intends to hold a special meeting of shareholders in the first half of 2018 to vote on the reorganization agreement.