SecProbe.io

January 18, 2018

Sardar Biglari
Chief Executive Officer
NBHSA Inc.
17802 1H 10 West, Suite 400
San Antonio, TX 78257

Re: NBHSA Inc.
Registration Statement on Form S-4
Filed December 22, 2017
  File No. 333-222267

Dear Mr. Biglari :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You state that shareholders will receive, in lieu of fractional shares of Class A common
stock, an additional share of non -voting Class B common stock for every one -fifth share
of Class A common stock and cash in lieu of any remaining fractional shares.   Please
provide your analysis regarding the applicability of Rule 13e -3 to the reorganization /
recapitalization.   To the extent you are relying on the exception in Rule 13e -3(g)(2),
please specifically address how Biglari Holdings shareholders are receiving an equity
security that has substantially the same rights as Biglari H oldings common stock.   In this
respect, we note that in exchange for Biglari Holdings common stock, security holders
will receive the same overall value in the form of both voting and non -voting securities
and that some security holders will only receive n on-voting securities.   Please also
address how the cash disposition of fractional shares is consistent with the requirement
that security holders are offered or receive only an equity security.   In this regard, please
tell us (i) the number of security hol ders who, giving effect to the exchange formula,
would be subject to cash disposition of fractional interests; (ii) the estimated aggregate

Sardar Biglari
NBHSA Inc.
January 18 , 2018
Page 2

 amount of cash payable to dispose of fractional shares; and (iii) the number of security
holders, if any, who would be effectively “cashed out” after giving effect to the cash
disposition of fractional shares.   For guidance, please see Going Private Transactions by
Certain Issuers or Their Affiliates: Rule 13e -3 Compliance and Disclosure Interpretations
112.01 and .02.

2. Refer to Proposal 1 and your discussion of the comparative rights and certain provisions
of NBHSA’s and Biglari Holdings’s respective organizational documents.   Please tell us
why the following provisions in the NBHSA articles and bylaws are not material changes
that substantively affect shareholder rights:

 the provision opting into Chapter 42 of the Indiana Business Corporation Law,
relating to control share acquisitions;
 the provision opting out of Chapter 43 of the IBCL, relating to certain business
combinations with interested shareholders;
 the effective increase in authorized but unissued shares of common stock (we note
that under Indiana law, the board may issue such shares without shareholder
approval); and
 Section 4.5 of the Bylaws of NBHSA, Inc.,  providing that the Chairman of the
Board shall be the Chief Executive Officer.

Please include your analysis whether these changes would require the approval of
shareholders if presented on a standalone basis, whether under Indiana law, the rules of
the applicable exchange, or your organizational documents.   Alternatively, please present
these provisions as separate matters to the extent these are material changes that
substantively affect shareholder rights.  For guidance, please refer to Exchange Act Ru le
14a-3 Compliance and Disclosure Interpretations 101.02, 201.01, and 201.02.

3. Please briefly describe any substantial interest, direct or indirect by your directors or
executive officers.  In addition, please disclose the information required by Item 402(t) of
Regulation S -K.  Refer to Item 5 of Schedule 14A.

Questions and Answ ers About Our Special Meeting, page 2

4. Please balance your disclosure regarding the reasons you chose to create a new holding
company with a dual class structure by summarizing the negative factors you considered
in this section.

Why are your creating a new holding company, page 5

5. Please clarify why you believe that the new holding company will eliminate confusion
with the legacy Steak n Shake Company as we note your disclosure that the new holding
company will be named Biglari Holdings Inc.  In addition, please briefly describe the
nature of the  confusion that the company hopes to eliminate.

Sardar Biglari
NBHSA Inc.
January 18 , 2018
Page 3

 The proposed reorganization and recapitalization may result in substantial direct and indirect
costs whether or not completed, page 6

6. Please provide an e stimate of the costs associated the reorganization and recapi talization.

Summary of the Reorganization/Recapitalization Proposal

Certain Financial Information, page 11

7. We note that earnings per share will be impacted by the issuance of the new common
shares.  Please include pro forma earnings per share for the year ended December 31,
2016 and the nine months ended September 30, 2017 to reflect the impact of the
reorganization and recapitalization that will result in two classes of common stock.  Refer
to Article 11 -01(a)(8) of Regulation S -X and Part I(A), Item 3(e) of Form S -4.

8. We note that the two new classes of common stock will not have equivalent economic
rights.  Please tell us and discuss your consideration of ASC 260 -10-45-59A through 70
and the two-class method in your determination of EPS for multiple classes of common
stock.

Selected Historical Consolidated Financial Information, page 12

9. Please consider disclosing the impact of the reorganization and recapitalization on equity
by presenting a pro forma equity section with the new capital structure.

Background of the Proposal, page 19

10. We note your disclosure on page 19 that “[o]n Novembe r 5, 2016  . . . the Board reviewed
a reorganization/recapitalization proposal.”  Please identify the party that prepared and
presented the proposal.   In addition, to the extent that the terms of the reorganization and
recapitalization differ from the Nove mber 5, 2016 proposal, please disclose the
differences  and describe  how, when and why the revised  terms of the reor ganization and
recapitalization  were approved by the board, and discuss other recent attempts to create a
dual-class structure.

11. We note your  disclosure on page 19 that the “Board had been considering a number of
potential transactions, including the implementation of a dual class structure.”  Plea se
discuss the  potential transactions  the board considered  and the reasons why these were
rejected .

Reorganization and Recapitalization Procedure, page 23

12. Please identify the conditions may be waived.

Sardar Biglari
NBHSA Inc.
January 18 , 2018
Page 4

 Comparative Rights of Holdings of New BH Capital Stock and Company Capital Stock;
Provisions under the IBCL and Organizational Documents; Anti -Takeove r Effects, page 30

13. Please disclose that under the bylaws of New BH, the CEO is the chairman of the board
and that under the Company’s bylaws, the board of directors selected the chairman of the
board.

14. Please disclose the exclusive forum provision in your  bylaws.

Description of New BH Capital Stock, page 33

15. You state that this discussion is qualified in its entirety by reference to Indiana statutory
and common law.  It is not appropriate to qualify this discussion by reference to
information not disclosed in the prospectus or filed as an exhibit to the regist ration
statement.  Please revise here and the third full paragraph on page 35 accordingly.

Report of Independent Registered Public Accounting Firm, page 38

16. The report states the audit was conducted “ in accordance with auditing standards
generally accept ed in the United States of America. ”  This language does not appear to
comply with AS 3101.  P lease request y our auditors to revise the  report as appropriate .

17. We note the filing is for a transaction that is a reorganization of the existing entity for
whic h Deloitte is the auditor.  In this regard, please request that your auditors tell us their
consideration of disclosing the year in which they began serving consecutively as the
company’s auditor and paragraph IV.B.1.b “Determination of Tenure” of PCAOB
Release No. 2017 -001.

We remind you that the company and its ma nagement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Sardar Biglari
NBHSA Inc.
January 18 , 2018
Page 5

 You may contact Theresa Brillant  at (202) 551 -3307  or Doug Jones at (202) 551 -3309  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski  at (202) 551 -3666  or me at (202) 551 -3217 with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office o f Transportation and Leisure

cc: Marc S. Gerber, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP