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Following up on my post from October 6th, Western Sizzlin Corporation (WEST) announced yesterday that it has commenced an exchange offer for up to 680,500 shares of JBX. The exchange ratio for the offer is 1.607 shares of WEST common stock for one share of JBX common stock and is set to expire at 5 p.m. ET on November 13. WEST already owns 100 shares of JBX so based on the exchange ratio for the offer, if the maximum 680,500 JBX shares are exchanged, WEST would own about 1.2% of JBX’s shares outstanding.
As I mentioned in my past post, the CEO and controlling shareholder of WEST is Sardar Biglari. Mr. Biglari holds a 35% interest in WEST through The Lion Fund L.P., a private investment partnership. Mr. Biglari is the general partner of The Lion Fund L.P., which is an activist hedge fund. WEST and The Lion Fund have bought positions in several public restaurant companies that were perceived to be value plays. In the past, Mr. Biglari has been very public about putting pressure on senior management of these public companies to unlock shareholder value. JBX, however, is already a value stock trading below 5x NTM EV/EBITDA.

Mr. Biglari’s intentions are still widely unknown. Based on the prospectus, following the offer, WEST “intends to evaluate its investment in the Jack in the Box common stock on a continual basis and may, from time to time, communicate with Jack in the Box management, members of Jack in the Box’s board of directors and other stockholders of Jack in the Box. Following the consummation of the offer, Western may, from time to time, acquire additional shares of Jack in the Box common stock, dispose of shares of Jack in the Box common stock or formulate other purposes, plans or proposals regarding Jack in the Box or the Jack in the Box common stock, to the extent deemed advisable in light of its general investment policies, market conditions or other factors… Except as indicated in this prospectus, neither Western nor any of Western’s subsidiaries or affiliates has any current plans or proposals which relate to or would result in (1) any extraordinary transaction, such as a merger, reorganization or liquidation of Jack in the Box or any of its subsidiaries, (2) any purchase, sale or transfer of a material amount of assets of Jack in the Box or any of its subsidiaries, (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of Jack in the Box or any of its subsidiaries, (4) any change in the current board of directors or management of Jack in the Box, (5) any other material change in Jack in the Box’s corporate structure or business, (6) any class of equity security of Jack in the Box ceasing to be authorized to be quoted in an automated quotation system operated by a national securities association or (7) any class of equity securities of Jack in the Box becoming eligible for termination of registration under the Exchange Act.”

To be clear, WEST is an illiquid, holding company with no real brands. Its revenues have declined for the last 3.5 years, resulting in a net loss of $0.13 per share in FY07 and a net loss of $2.14 in the 6 months ended June 30. JBX, on the other hand, has experienced revenue growth over the same timeframe (and longer), leading to increased operating income growth (growth only slowed 0.3% in the forty weeks ended July 6).

On October 3, the last full trading day before WEST announced its intention to commence this offer, the closing price of WEST was $14.10 and the closing price of JBX $19.37. Based on these closing prices and the exchange ratio in the offer, the WEST offer had a value of $22.66 per share of JBX, which represented a 17% premium over JBX’s $19.37 closing price.

Since then, however, WEST’s stock price has declined rather significantly and closed on October 14 (the last full trading day before date of the prospectus) at $10.50 relative to JBX’s $18.49 closing price. Based on these more current prices, the WEST offer has a value of $16.87, which represents an 8.7% discount to JBX’s price. If JBX shareholders really wanted to own WEST at those prices, which I would be hard-pressed to understand, they would be better off selling their shares on the open market for $18.49 and buying 1.8 shares of WEST on the open market versus the offer of 1.607 shares. My guess is that no shares will be tendered.