SecProbe.io

CORRESP
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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

 1440 NEW YORK AVENUE, N.W.

WASHINGTON, D.C. 20005-2111

 FIRM/AFFILIATE OFFICES

———

DIRECT DIAL

(202) 371-7180

DIRECT FAX

(202) 661-9010

EMAIL ADDRESS

BRIAN.BREHENY@SKADDEN.COM

 TEL: (202)
371-7000

 FAX: (202) 393-5760

www.skadden.com

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 NEW YORK

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———-

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 TORONTO

 February 2, 2018

 VIA EDGAR

 Mr. J. Nolan McWilliams

 Attorney-Advisor

Office of Transportation and Leisure

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
NBHSA Inc.

 Registration Statement on Form S-4

Filed December 22, 2017

File No. 333-222267

Dear Mr. McWilliams:

 On behalf of NBHSA Inc. (the
“Company” or “New BH”), set forth below are the Company’s responses to comments of the staff (“Staff”) of the U.S. Securities and Exchange Commission (the ”Commission” or
the “SEC”) contained in your letter dated January 18, 2018 (the “Comment Letter”) with regard to the Registration Statement on Form S-4 (File No. 333-222267) (the “Registration Statement”) filed by the Company.

 For ease of reference, the
Staff’s comments have been restated below in their entirety in italicized, bold type in numerical sequence in this letter with the response to each comment set forth immediately below the comment. The headings and numbered paragraphs in this
letter correspond to the headings and numbered paragraphs in the Comment Letter. Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement.

Concurrently with the filing of this letter, the Company is filing Amendment No. 1 to the Registration Statement reflecting, as appropriate, the
responses to the Staff’s comments contained herein. We are also providing a blackline of Amendment No. 1 to the Registration Statement marked against the initial filing to facilitate the Staff’s review. References to page numbers and
section headings in our responses below refer to page numbers and section headings in Amendment No. 1 to the Registration Statement.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 February 2, 2018

Page 2

 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 Holdings 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 non-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 holders who, giving effect to the exchange formula, would be subject to cash disposition of
fractional interests; (ii) the estimated aggregate 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.

 Company Response

 As an initial
matter, the Company believes it is important to note that the reorganization was approved by the Biglari Holdings’ Board of Directors, including all of the independent members of the Board. The terms of the reorganization apply equally to all
Biglari Holdings shareholders and none of the shareholders will be “cashed out” as a result of the reorganization. Each share of Class B common stock will have the rights of one-fifth of a share of Class A common stock
with one exception: Class B common stock will have no voting rights other than in extraordinary circumstances, e.g., changing the rights of the class. Both the Class A common stock and the Class B common stock of New BH will be
listed on the New York Stock Exchange (“NYSE”) and subject to SEC reporting requirements. As further described below, the Company does not believe the reorganization will have the effects that Rule
13e-3 was adopted to address.

 There are approximately 5,800 shareholders of Biglari Holdings common stock. As
noted in the Registration Statement, shares of two new classes of equity securities will be issued in the reorganization. After the reorganization we expect that there will be approximately 3,100 shareholders of New BH Class A common stock
(including fewer than 300 registered holders of Class A common stock) and we expect that there will be approximately 5,800 shareholders of New BH Class B common stock. The reorganization is not structured to eliminate Biglari Holdings’ SEC
reporting requirements or public trading of Biglari Holdings’ securities. The two classes of securities are both expected to trade on the NYSE and, as a result, each will be subject to reporting obligations under both Exchange Act
Section 12(b) and Section 15(d). Therefore all shareholders of Biglari Holdings will receive securities in an SEC registered company with ongoing Exchange Act reporting requirements.

As noted above, the terms of the reorganization apply equally to all Biglari Holdings shareholders. None of Biglari Holdings’ affiliated shareholders,
including Mr. Biglari, are being offered forms or amounts of consideration that differ from the consideration offered to unaffiliated shareholders. In addition, Mr. Biglari’s beneficial ownership of New BH will not be materially
impacted by the reorganization. He currently beneficially owns approximately 53.6% of Biglari Holdings’ common stock and the treatment of fractional shares in the reorganization is expected to result in approximately a 0.2% increase in
Mr. Biglari’s beneficial ownership of New BH.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 February 2, 2018

Page 3

 The Commission has noted that Rule 13e-3 was adopted to apply to
transactions where security holders are “faced with the prospects of an illiquid market, termination of the protections under the federal securities laws and further efforts by the proponent to eliminate their equity interest” and not to
transactions in which “all holders of that class of security are on equal footing and are permitted to maintain an equivalent or enhanced equity interest.” See Exchange Act Release No. 16075 (Aug. 2, 1975); SEC Release
No. 17719 (April 13, 1981). The Company believes that the reorganization fits squarely into the latter category. All Company shareholders will be treated equally, based on their share ownership, and continue to own equity securities that will
be registered with the SEC and are expected to trade on the NYSE. In fact, the Company believes that shareholders will be in an enhanced position in that the dual class structure will enable New BH to issue Class B common stock in the future
without diluting existing shareholders’ voting rights.

 The Company notes the guidance cited by the Staff and recognizes that certain of the terms of
the reorganization do not specifically meet the requirements of the exception in Rule 13e-3(g)(2). Specifically, Biglari Holdings shareholders owning fewer than 10 shares of Biglari Holdings common stock will
only receive shares of Class B common stock of New BH and not shares of Class A common stock. The rights of the Class B common stock of New BH will be substantially the same as the rights of Biglari Holdings common stock, except that
the Class B common stock will generally not have voting rights (other than as described below), and the Class B common stock will be registered with the SEC and subject to the terms of the federal securities laws. The percentage of Biglari
Holdings shares beneficially owned by shareholders that will receive only shares of Class B common stock (and not shares of Class A common stock), however, is less than one-half of one percent of
Biglari Holdings’ total outstanding shares. The Company does not believe that the issuance of the Class B common stock should eliminate the availability of an exception to Rule 13e-3.

As confirmed by the Company’s Indiana counsel, Indiana law provides that shares designated as nonvoting still retain class voting rights under certain
circumstances. Specifically, Indiana Code Section 23-1-38-4 provides for a class vote on proposed amendments to a
company’s articles of incorporation that, among other things, change the number of shares in the class, reclassify the shares into a different class of shares, or that change the rights of the class. In addition, Indiana Code Section 23-1-40-3, regarding shareholder approval of mergers, provides for a class vote by the nonvoting shares if the merger
agreement contains any provision that has the same effect as one of the specified items in Section 23-1-38-4. These statutory
voting rights, coupled with New BH’s articles of incorporation, which provide for equal treatment of the Class A shares and the Class B shares (based on the one-fifth economic equivalence of a
Class B share), including in connection with mergers and other business combinations, protect the holders of Class B shares from disparate economic treatment by the Company.

Certain Biglari Holdings shareholders also will receive cash in lieu of fractional shares of Class A common stock of New BH. But none of Biglari
Holdings’ shareholders will be fully “cashed out” in the reorganization. The aggregate cash payment to be made in lieu of fractional shares is expected to be approximately $400,000 (based on a Biglari Holdings stock price of $420 per
share), which represents 0.00045 of Biglari Holdings’ current market capitalization of approximately $870 million (stock price of $420 x shares outstanding of 2,067,613). Furthermore, the Company notes that Rule 13e-3(g)(2) requires that shareholders be “offered or receive” only equity securities. The Company believes that it is offering only equity securities. The de minimis

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 February 2, 2018

Page 4

amount of cash that the Company expects to pay in the reorganization relates to the customary practice in merger and reorganization transactions to avoid the issuance of fractional shares. The
Company does not believe that this fractional share cash payment should eliminate the availability of Rule 13e-3(g)(2).

In response to the Staff’s request for additional data relating to the reorganization, approximately 2,758 beneficial holders of Biglari Holdings common
stock hold an odd number of shares, meaning that (absent changes in the number of shares owned by a shareholder such that the shareholder owns an even number of shares) those shareholders will receive cash in lieu of
one-tenth of a share of Class A common stock of New BH. As noted previously, none of these Biglari Holdings shareholders is effectively “cashed out.”

Based on these points, the Company respectfully submits that the reorganization should not trigger the requirements of Rule
13e-3.

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 Rule 14a-3 Compliance and Disclosure Interpretations 101.02, 201.01, and 201.02.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 February 2, 2018

Page 5

 Company Response

The Company acknowledges the Staff’s comment and has reviewed Exchange Act Rule 14a-4(a)(3) and the Staff’s
Compliance and Disclosure Interpretations regarding Rule 14a-4(a)(3) (Last Update: October 27, 2015).

Although the Company notes that its Board of Directors has the ability to opt into Chapter 42 of the IBCL without shareholder approval at any time,
shareholders will be provided a separate vote to approve the decision of New BH to opt into Chapter 42 of the IBCL. In addition, shareholders will be provided a separate vote to approve the number of authorized shares of common stock provided for in
the Articles of Incorporation of New BH. The Registration Statement has been amended to reflect these two additional voting items.

 The Company
respectfully advises the Staff that it will amend its Articles of Incorporation to not opt out of Chapter 43 of the IBCL. Thus, the Company will not be excluded from Chapter 43 of the IBCL and, therefore, this provision will no longer represent
a change from the Amended and Restated Articles of Incorporation and Amended and Restated By-Laws of Biglari Holdings. The Company has made a corresponding revision to page 35 of the Registration
Statement.

 The Company acknowledges the Staff’s comment with respect to the selection of Chairman of the Board and respectfully advises the Staff
that there is no material difference in the manner in which the Chairman of the Board of Directors is selected. Currently, Biglari Holdings’ Amended and Restated By-Laws provide that the Board of
Directors may select the Chairman. The Company’s By-Laws, while providing a default provision that the Chairman shall be the Chief Executive Officer, maintain the Board of Directors’ ability to
select the Chairman. The Company further advises the Staff that the Board of Directors of Biglari Holdings could amend its Amended and Restated By-Laws without shareholder approval to provide for a
similar default concept. Accordingly, the Company has determined that Section 4.5 of its By-Laws does not constitute a material change affecting shareholder rights.

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.

 Company’s Response

In response to the Staff’s comment, the Company has added a section entitled “Summary of the Reorganization/Recapitalization
Proposal—Interests of the Company’s Directors and Officers in the Reorganization and Recapitalization” and “The Reorganization/Recapitalization Proposal—Interests o