Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
EL POLLO LOCO HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
268603107
(CUSIP Number)
December 31, 2023
(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) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 268603107 | Schedule 13G | Page 1 of 11 |
| 1 |
Names of Reporting Persons
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 Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
120,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
120,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
120,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 268603107 | Schedule 13G | Page 2 of 11 |
| 1 |
Names of Reporting Persons
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 Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,000,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 268603107 | Schedule 13G | Page 3 of 11 |
| 1 |
Names of Reporting Persons
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 Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
120,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
120,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
120,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.4% | |||||
| 12 | Type of Reporting Person
IC | |||||
| CUSIP No. 268603107 | Schedule 13G | Page 4 of 11 |
| 1 |
Names of Reporting Persons
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 Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,000,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.1% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 268603107 | Schedule 13G | Page 5 of 11 |
| 1 |
Names of Reporting Persons
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 Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
4,120,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
4,120,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,120,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
12.5% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 268603107 | Schedule 13G | Page 6 of 11 |
| ITEM 1. | (a) Name of Issuer: |
El Pollo Loco Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
3535 Harbor Blvd., Suite 100, Costa Mesa, CA 92626
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Biglari Holdings Inc. (“Biglari Holdings”)
The Lion Fund II, L.P. (“Lion Fund II”)
First Guard Insurance Company (“First Guard”)
Biglari Capital Corp. (“BCC”)
Sardar Biglari
| (b) | Address or Principal Business Office: |
The principal business address for First Guard is 240 Nokomis Ave S., Venice, FL 34285.
The principal business address for each of the other Reporting Persons is 19100 Ridgewood Parkway, Suite 1200, San Antonio, TX 78259.
| (c) | Citizenship of each Reporting Person is: |
Biglari Holdings is organized under the laws of Indiana.
Lion Fund II is organized under the laws of Delaware.
First Guard is organized under the laws of Arizona.
BCC is organized under the laws of Texas.
Sardar Biglari is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common Stock, $0.01 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
268603107
| CUSIP No. 268603107 | Schedule 13G | Page 7 of 11 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2023, based upon 32,953,268 shares of Common Stock outstanding as of October 27, 2023, as disclosed in the Issuer’s Quarterly Report filed with the Securities and Exchange Commission on November 3, 2023.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Biglari Holdings Inc. |
120,000 | 0.4 | % | 0 | 120,000 | 0 | 120,000 | |||||||||||||||||
| The Lion Fund II, L.P. |
4,000,000 | 12.1 | % | 0 | 4,000,000 | 0 | 4,000,000 | |||||||||||||||||
| First Guard Insurance Company |
120,000 | 0.4 | % | 0 | 120,000 | 0 | 120,000 | |||||||||||||||||
| Biglari Capital Corp. |
4,000,000 | 12.1 | % | 0 | 4,000,000 | 0 | 4,000,000 | |||||||||||||||||
| Sardar Biglari |
4,120,000 | 12.5 | % | 0 | 4,120,000 | 0 | 4,120,000 | |||||||||||||||||
The share amounts reported herein consist of (i) 4,000,000 shares of Common Stock held of record by Lion Fund II and (ii) 120,000 shares of Common Stock held of record by First Guard.
Mr. Biglari is the sole member, Chairman and Chief Executive Officer of BCC, which is the general partner of Lion Fund II. By virtue of these relationships, Mr. Biglari and BCC may be deemed to share beneficial ownership of the securities held by Lion Fund II.
Mr. Biglari is also the Chairman and Chief Executive Officer of Biglari Holdings and maintains investment and voting control of the securities held by Biglari Holdings. First Guard is a wholly owned subsidiary of Biglari Holdings. By virtue of these relationships, Mr. Biglari and Biglari Holdings may be deemed to share beneficial ownership of the securities held by First Guard.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| CUSIP No. 268603107 | Schedule 13G | Page 8 of 11 |
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 268603107 | Schedule 13G | Page 9 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| Biglari Holdings Inc. | ||
| 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: | Biglari Holdings Inc., its parent company | |
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| Biglari Capital Corp. | ||
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| Sardar Biglari | ||
| /s/ Sardar Biglari | ||
| CUSIP No. 268603107 | Schedule 13G | Page 10 of 11 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |
| CUSIP No. 268603107 | Schedule 13G | Page 11 of 11 |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2024.
| Biglari Holdings Inc. | ||
| 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: | Biglari Holdings Inc., its parent company | |
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| Biglari Capital Corp. | ||
| By: | /s/ Sardar Biglari | |
| Name: | Sardar Biglari | |
| Title: | Chairman and Chief Executive Officer | |
| Sardar Biglari | ||
| /s/ Sardar Biglari | ||