Sec Form 13G Filing - BIGLARI CAPITAL CORP. filing for EL POLLO LOCO HLDGS INC (LOCO) - 2024-08-27

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

 

El Pollo Loco Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

268603107

(CUSIP Number)

August 13, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

	1		NAME OF REPORTING PERSON
				Sardar Biglari
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							4,489,247
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							4,489,247
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,489,247
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				14.99%
	12		TYPE OF REPORTING PERSON
				IN

  

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	1		NAME OF REPORTING PERSON
				Biglari Capital Corp.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Texas
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							4,000,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							4,000,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,000,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				13.4%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				The Lion Fund II, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							4,000,000
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							4,000,000
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,000,000
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				13.4%
	12		TYPE OF REPORTING PERSON
				PN

  

 

1

NAME OF REPORTING PERSON

First Guard Insurance Company

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Arizona

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

120,000

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

7

SOLE DISPOSITIVE POWER

120,000

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

120,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

IC

  

 

	1		NAME OF REPORTING PERSON
				Biglari Reinsurance Ltd.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ɡ 0;
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Bermuda
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							489,247
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							489,247
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				489,247
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				1.6%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Biglari Insurance Group Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							489,247
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							489,247
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				489,247
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				1.6%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Biglari Holdings Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Indiana
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							489,247
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							489,247
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				489,247
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				1.6%
	12		TYPE OF REPORTING PERSON
				CO

  

 

Item 1(a).

Name of Issuer:

 

El Pollo Loco Holdings, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

3535 Harbor Blvd., Suite 100

Costa Mesa, California 92626

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

 

Sardar Biglari

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: United States

 

Biglari Capital Corp. (“BCC”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Texas

 

The Lion Fund II, L.P. (“Lion Fund II”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Delaware

 

First Guard Insurance Company (“First Guard”)

240 Nokomis Ave. S.

Venice, Florida 34285

Citizenship: Arizona

 

Biglari Reinsurance Ltd. (“Biglari Reinsurance”)

141 Front St.

Hamilton HM 19, Bermuda

Citizenship: Bermuda

 

Biglari Insurance Group Inc. (“Biglari Insurance”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Delaware

 

Biglari Holdings Inc. (“Biglari Holdings”)

19100 Ridgewood Parkway, Suite 1200

San Antonio, Texas 78259

Citizenship: Indiana

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.01 per share (the “Shares”).

 

Item 2(e).

CUSIP Number:

 

268603107

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

As of the close of business on August 27, 2024, Lion Fund II beneficially owned directly 4,000,000 Shares; First Guard beneficially owned directly 120,000 Shares; and Biglari Reinsurance owned directly 369,247 Shares.

 

Each of (i) BCC, as the general partner of Lion Fund II, and (ii) Mr. Biglari, as the Chairman, Chief Executive Officer and sole owner of BCC, may be deemed to beneficially own the Shares beneficially owned directly by Lion Fund II.

 

Each of (i) Biglari Reinsurance, as the direct parent company of First Guard, (ii) Biglari Insurance, as the direct parent company of Biglari Reinsurance, (iii) Biglari Holdings, as the direct parent company of Biglari Insurance, and (iv) Mr. Biglari, as the Chairman and Chief Executive Officer of Biglari Holdings, may be deemed to beneficially own the Shares beneficially owned directly by First Guard.

 

Each of (i) Biglari Insurance, as the direct parent company of Biglari Reinsurance, (ii) Biglari Holdings, as the direct parent company of Biglari Insurance, and (iii) Mr. Biglari, as the Chairman and Chief Executive Officer of Biglari Holdings, may be deemed to beneficially own the Shares beneficially owned directly by Biglari Reinsurance.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 29,928,318 Shares outstanding as of July 26, 2024, which is the total number of Shares outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2024.

 

As of the close of business on August 27, 2024, (i) Lion Fund II beneficially owned approximately 13.4% of the outstanding Shares; (ii) First Guard beneficially owned less than 1% of the outstanding Shares; (iii) Biglari Reinsurance beneficially owned approximately 1.6% of the outstanding Shares; (iv) BCC may be deemed to beneficially own approximately 13.4% of the outstanding Shares, (v) Biglari Insurance may be deemed to beneficially own approximately 1.6% of the outstanding Shares, (vi) Biglari Holdings may be deemed to beneficially own approximately 1.6% of the outstanding Shares, and (vii) Mr. Biglari may be deemed to beneficially own approximately 14.99% of the outstanding Shares.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 27, 2024

	/s/ Sardar Biglari
	SARDAR BIGLARI

 

 

	BIGLARI CAPITAL CORP.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer

 

 

	THE LION FUND II, L.P.
	By:	Biglari Capital Corp., its general partner
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer

 

 

	FIRST GUARD INSURANCE COMPANY
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Authorized Signatory

 

 

	BIGLARI REINSURANCE LTD.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman of the Board and Chief Executive Officer

 

 

	BIGLARI INSURANCE GROUP INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman of the Board

 

 

	BIGLARI HOLDINGS INC.
	By:	/s/ Sardar Biglari
		Name:	Sardar Biglari
		Title:	Chairman and Chief Executive Officer