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 January 22, 2026

Sardar Biglari
Chief Executive Officer
Biglari Holdings Inc.
19100 Ridgewood Parkway, Suite 1200
San Antonio, Texas 78259

 Re: Biglari Holdings Inc.
 Registration Statement on Form S-3
 Filed January 16, 2026
 File No. 333-292783
Dear Sardar Biglari:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Michael R. Neidell, Esq.
</TEXT>
</DOCUMENT>

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 1
 filename1.htm

 O   L   S   H   A   N

 1325 AVENUE OF THE AMERICAS ●  NEW YORK, NEW YORK 10019

 TELEPHONE: 212.451.2300  ● FACSIMILE : 212.451.2222

 January 22, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn.:	Eddie Kim
 	Office of Trade & Services

 Re: Biglari Holdings Inc. (the "Company")
 Registration Statement on Form S-3 (No. 333-292783)

 Ladies and Gentlemen:

 Pursuant to Rule 461(a)
of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of
the Company's Registration Statement on Form S-3 (File No. 333-292783) be accelerated by the Securities and Exchange Commission
to 9:00 a.m. Eastern Time on January 26, 2026, or as soon as practicable thereafter.

 We request that we be
notified of such effectiveness by a telephone call or e-mail to the undersigned at (212) 451-2230 or mneidell@olshanlaw.com and that
such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Michael R. Neidell

 Michael R. Neidell

 cc: Mr. Bruce Lewis

 O L S H A N   F R O M E   W O L O S K Y   L L P
 WWW.OLSHANLAW.COM

 Biglari Holdings
Inc.
 19100 RIDGEWOOD PARKWAY, SUITE 1200

 SAN ANTONIO, TEXAS
78259

 January 22, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Eddie Kim
Office of Trade & Services

 Re: Biglari Holdings Inc.
 Registration Statement on Form S-3 (No. 333-292783)

 Ladies and Gentlemen:

 Biglari Holdings Inc. hereby requests that the
effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 9:00 a.m. Eastern
Time on January 26, 2026, or as soon as practicable thereafter.

 Very truly yours,

 BIGLARI HOLDINGS INC.

 By:

 /s/ Bruce Lewis

 Bruce Lewis

 Controller and Assistant Secretary

CORRESP
 1
 filename1.htm

 O   L   S   H   A   N

 1325 AVENUE OF THE AMERICAS ●  NEW YORK, NEW YORK 10019

 TELEPHONE: 212.451.2300  ● FACSIMILE : 212.451.2222

 January 22, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn.:	Eddie Kim
 	Office of Trade & Services

 Re: Biglari Holdings Inc. (the "Company")
 Registration Statement on Form S-3 (No. 333-292783)

 Ladies and Gentlemen:

 Pursuant to Rule 461(a)
of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of
the Company's Registration Statement on Form S-3 (File No. 333-292783) be accelerated by the Securities and Exchange Commission
to 9:00 a.m. Eastern Time on January 26, 2026, or as soon as practicable thereafter.

 We request that we be
notified of such effectiveness by a telephone call or e-mail to the undersigned at (212) 451-2230 or mneidell@olshanlaw.com and that
such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Michael R. Neidell

 Michael R. Neidell

 cc: Mr. Bruce Lewis

 O L S H A N   F R O M E   W O L O S K Y   L L P
 WWW.OLSHANLAW.COM

United States securities and exchange commission logo
February 1, 2023
Bruce Lewis
Controller
Biglari Holdings Inc.
19100 Ridgewood Parkway, Suite 1200
San Antonio, Texas 78259
Re:Biglari Holdings Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 28, 2022
Form 10-Q for Fiscal Quarter Ended September 30, 2022
Filed November 4, 2022
File No. 001-38477
Dear Bruce Lewis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

BIGLARI HOLDINGS INC.

19100 RIDGEWOOD PARKWAY, SUITE 1200

SAN ANTONIO, TEXAS 78259

TELEPHONE (210) 344-3400

FAX (210) 344-3411

January 17, 2023

Abe Friedman and Lyn Shenk

Division of Corporation Finance, Office of Trade & Services

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:  Biglari Holdings Inc.

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 28, 2022

Form 10-Q for Fiscal Quarter Ended September 30, 2022

Filed November 4, 2022

File No. 001-38477

Dear Messrs. Friedman and Shenk:

We are writing to respond to your letter dated December 15, 2022. To assist you in reviewing our response, we preceded each response with a copy of the comment as stated in your letter. Dollars are in thousands.

Form 10-Q for Fiscal Quarter Ended September 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Comment 1:

Please revise to supplement your disclosure with analysis of underlying reasons for changes in results. For example, we note that insurance losses increased as a percent of premiums earned for First Guard and Southern Pioneer.

Response to Comment 1:

Through our subsidiaries, we engage in numerous diverse business activities. Certain businesses are grouped together based upon similar characteristics, even though those business units are operated under separate management. We believe our disclosures were relevant and appropriate. We attempt to avoid providing data that has no analytical value, as it could obfuscate rather than illuminate data of material importance. Notwithstanding the aforementioned, in the future, we will provide supplemental disclosures similar to those expounded below.

First Guard’s ratio of losses and loss adjustment expenses to premiums earned was 52.8% in the third quarter and 61.3% in the first nine months of 2022, increases of 6.3 percentage points and 13.9 percentage points, respectively, compared to the same periods in 2021. First Guard’s underwriting results in 2022 were in line with its historical performance despite cost inflation in property and physical damage claims, which began to accelerate in 2022. However, 2021 was an abnormally favorable year, with low claim frequency despite a return to pre-pandemic traffic patterns.

Southern Pioneer’s ratio of losses and loss adjustment expenses to premiums earned was 66.6% in the third quarter and 63.3% in the first nine months of 2022, increases of 16.6 percentage points and 12.7 percentage points, respectively, compared to the same periods in 2021. Southern Pioneer’s performance was primarily attributable to higher claim frequency and severity (mainly related to adverse weather) in several niche lines.

Our oil business is highly dependent on oil and natural gas prices. The average WTI price per barrel for the nine months ended September 30, 2022, was approximately $95.00, compared to approximately $61.00 for the nine months ended September 30, 2021. It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results.

The brand licensing business is going to be highly uneven because licensing projects themselves materialize with irregularity.

Investment gains and losses in 2022 and 2021 mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.

Form 10-K for Fiscal Year Ended December 31, 2021

Notes to Consolidated Financial Statements, page 32

Comment 2:

Please tell us your consideration of providing insurance disclosures required by ASC 944, specifically ASC 944-40-50-3 and 50-4B through 50-4H.

Response to Comment 2:

Our insurance operations are composed of First Guard Insurance Company and Southern Pioneer Property & Casualty Insurance Company. First Guard is a direct underwriter of commercial truck insurance, selling physical damage and nontrucking liability insurance to truckers. Southern Pioneer underwrites garage liability and commercial property insurance, and homeowners and dwelling fire insurance, among other niche lines.

We have concluded that the insurance disclosures required by ASC 944-40-50-3 and 50-4B through 50-4H are qualitatively and quantitatively immaterial to the consolidated financial statements.

ASC 944-40-50-3 requires the disclosure of information about the liability for unpaid claims and claim adjustment expenses in a tabular roll forward. As of December 31, 2021, reserves for unpaid losses and loss adjustment expenses were $14,609, which was 4.8% of Biglari Holdings’ consolidated total liabilities. As a consequence, we did not believe that disclosing the tabulation of unpaid claims and claim adjustment expenses would provide meaningful information to the reader.

ASC 944-40-50-4B through 4H describes disclosures of information about claim adjustment expenses, reinsurance and reinsurance recoverables, and incurred-but-not-reported liabilities – none of which are material to the consolidated financial statements. ASC 944-40-50-4E is not applicable, as we have no health insurance claims.  As noted above, reserves for unpaid losses and loss adjustment expenses are immaterial to the consolidated financial statements. As a consequence, we do not believe that the disclosures would provide meaningful information to the reader.

The Company will reassess the disclosures with the preparation of our Form 10-K for the period ending December 31, 2022, based on materiality to the consolidated financial statements.

Note 19. Supplemental Oil and Gas Disclosures (Unaudited), page 51

Comment 3.

Please expand your disclosure to provide the information relating to the costs incurred for property acquisition, exploration, and development activities. Refer to FASB ASC 932- 235-50-18.

Response to Comment 3:

As stated in our annual reports, we purchased Southern Oil Inc. in 2019 with the intent of producing oil and natural gas. We are not a typical oil and gas producer, for other such firms spend substantial capital every year on

new leases and wells to compensate for the depletion of reserves through production. In contrast, we are primarily in the production business. However, through the management of existing wells, some of our operational activities may be deemed development activity. If the Company conducts exploration and development activities, it will generally do so through the procurement of partners, to shift the capital intensity and risks associated with such activities.

Southern Oil did not have any property acquisition or exploration activities during 2021, and its development costs were nominal.

To the extent that the Company engages in property acquisition, exploration, and development activities, we will reassess the disclosures with the preparation of our Form 10-K for the year ending December 31, 2022.  Also, in future filings the Company will clarify whether there have been any property acquisition, exploration, and development activities, even if there were none.

Comment 4:

We note disclosure on page 51 indicating you determined that the Company had significant oil and gas producing activities during the year ended December 31, 2021, in accordance with ASC 932 “Extractive Activities-Oil and Gas.” Refer to the requirements in Item 1201(a) and expand the information relating to Southern Oil to provide the disclosures specified in Items 1202 through 1208 of Regulation S-K.

Response to Comment 4:

Southern Oil only has proved reserves recorded on its balance sheet. The Company disclosed the total reserves by product type at December 31, 2021, in Note 19, Supplemental Oil and Gas Disclosures. All of Southern Oil’s wells are in the United States, primarily in the shallow waters of the Gulf of Mexico. Southern Oil engaged an independent third party, Netherland, Sewell & Associates Inc., to provide an estimate of the Company’s reserves. The report is exhibit 99.1 of the Form 10-K for the year ended December 31, 2021. We do not believe any additional information would be meaningful to the reader. However, because of our recent acquisition of another oil business, we expect to provide additional information specified in Item 1202 in our Form 10-K for the year ending December 31, 2022.

The Company did not have any drilling or exploration activities in 2021. In fact, the Company incurred nominal development costs for just one well in its proved undeveloped reserves on the balance sheet. The Company did not believe that the disclosures for Item 1203 would provide meaningful information to the reader.

Southern Oil operated in only one geographical production area and we believe the material information related to item 1204 was disclosed for 2021. In future filings, we will clarify our oil and gas exploratory and development activities (or lack thereof), as specified in Items 1205 and 1206, when applicable.

The Company did not have any material delivery commitments in 2021, as specified in Item 1207. We did not believe the information regarding oil and gas properties, wells, operations, and acreage, as specified in Item 1208, was material to readers. We will reassess the disclosures with the preparation of our Form 10-K for the year ending December 31, 2022.

Comment 5:

We note you determined that the Company did not have significant oil and gas producing activities during the years ended December 31, 2020 and 2019. Please provide us the rationale in reasonable detail supporting your conclusion.

Response to Comment 5:

We tested for significant oil and gas producing activities within the meaning of ASC 932. We followed the criteria presented in FAS 019, paragraph 59C, and ASU 2010-03, paragraph 11, for each period. The calculations did not exceed the applicable thresholds (10%) for the years ended December 31, 2020 and 2019.

Estimated Quantities of Proved Oil and Natural Gas Reserves, page 51

Comment 6:

Please expand your disclosure of proved reserves, and the changes therein, expressed as barrels of oil equivalent to clarify the basis for converting your natural gas volumes to equivalent barrels of oil (e.g. the number of cubic feet of natural gas per barrel of oil equivalent). Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.

Response to Comment 6:

Where applicable in future filings, we will clarify the basis used for converting natural gas volumes to equivalent barrels of oil.

Comment 7:

Please expand the presentation of your proved developed reserves and proved undeveloped reserves by individual product type to include the net quantities as of the beginning of the period presented, e.g. as of December 31, 2020.

Response to Comment 7:

At the beginning of 2021 and at year-end, Southern Oil’s proved undeveloped reserves were primarily related to a couple of wells, which we did not view as material. In addition, we had nominal activity in our proved undeveloped properties. We did not believe that disclosing a roll forward of proved undeveloped reserves would provide meaningful information to the reader. If our proved undeveloped reserves continue to be immaterial in future periods, we will state that any disclosures by individual product type are only for proved developed reserves.

Should you have any questions or further comments, please contact the undersigned at (210) 344-3400.

Sincerely,

Biglari Holdings Inc.

/s/ Bruce Lewis

Bruce Lewis
Controller

United States securities and exchange commission logo
December 15, 2022
Bruce Lewis
Controller
Biglari Holdings Inc.
19100 Ridgewood Parkway, Suite 1200
San Antonio, Texas 78259
Re:Biglari Holdings Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 28, 2022
Form 10-Q for Fiscal Quarter Ended September 30, 2022
Filed November 4, 2022
File No. 001-38477
Dear Bruce Lewis:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
20
1.Please revise to supplement your disclosure with analysis of underlying reasons for
changes in results.  For example, we note that insurance losses increased as a percent of
premiums earned for First Guard and Southern Pioneer.
Form 10-K for Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements, page 32
2.Please tell us your consideration of providing insurance disclosures required by ASC 944,
specifically ASC 944-40-50-3 and 50-4B through 50-4H.

 FirstName LastNameBruce Lewis
 Comapany NameBiglari Holdings Inc.
 December 15, 2022 Page 2
 FirstName LastName
Bruce Lewis
Biglari Holdings Inc.
December 15, 2022
Page 2
Note 19. Supplemental Oil and Gas Disclosures (Unaudited), page 51
3.Please expand your disclosure to provide the information relating to the costs incurred for
property acquisition, exploration, and development activities. Refer to FASB ASC 932-
235-50-18.
4.We note disclosure on page 51 indicating you determined that the Company had
significant oil and gas producing activities during the year ended December 31, 2021 in
accordance with ASC 932 “Extractive Activities-Oil and Gas.” Refer to the requirements
in Item 1201(a) and expand the information relating to Southern Oil to provide the
disclosures specified in Items 1202 through 1208 of Regulation S-K.

5.We note you determined that the Company did not have significant oil and gas producing
activities during the years ended December 31, 2020 and 2019. Please provide us the
rational in reasonable detail supporting your conclusion.
Estimated Quantities of Proved Oil and Natural Gas Reserves, page 51
6.Please expand your disclosure of proved reserves, and the changes therein, expressed as
barrels of oil equivalent to clarify the basis for converting your natural gas volumes to
equivalent barrels of oil (e.g. the number of cubic feet of natural gas per barrel of oil
equivalent). Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.

7.Please expand the presentation of your proved developed reserves and proved
undeveloped reserves by individual product type to include the net quantities as of the
beginning of the period presented, e.g. as of December 31, 2020.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or John
Hodgin, Petroleum Engineer, at (202) 551-3699 if you have questions regarding the
engineering comments. Please contact Abe Friedman, Staff Accountant, at (202) 551-8298 or
Lyn Shenk, Branch Chief, at (202) 551-3380 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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 NBHSA Inc.

17802 IH 10 WEST, SUITE 400

 SAN
ANTONIO, TEXAS 78257

 TELEPHONE (210) 344-3400

FAX (210) 344-3411

March 28, 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

File No. 333-222267

 Dear Mr. McWilliams:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, NBHSA Inc. respectfully requests that the effective date of the above-referenced
Registration Statement on Form S-4 be accelerated by the staff of the U.S. Securities and Exchange Commission to March 30, 2018 at 5:30 p.m., Eastern Time, or as soon thereafter as practicable.

 Please contact Marc S. Gerber of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7233
with any questions you may have regarding this request.

/s/ Bruce Lewis

 Bruce Lewis

 Controller (Principal Financial
and Accounting Officer)

cc:
Marc S. Gerber, Esq.

 Brian V. Breheny, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Robert A. Koenig, Esq.

Latham & Watkins LLP

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

BOSTON

TEL: (202) 371-7000

CHICAGO

FAX: (202) 393-5760

HOUSTON

www.skadden.com

LOS ANGELES

NEW YORK

PALO ALTO

WILMINGTON

            DIRECT DIAL

(202) 371-7180

BEIJING

            DIRECT FAX

BRUSSELS

(202) 661-9010

FRANKFURT

            EMAIL ADDRESS

HONG KONG

BRIAN.BREHENY@SKADDEN.COM

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

March 6, 2018

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

 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.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed February 5, 2018

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 contained in your letter dated
February 20, 2018 (the “Comment Letter”) with regard to Amendment No. 1 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. 2 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. 2 to the Registration Statement marked against Amendment No. 1 to the Registration Statement 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. 2 to the Registration Statement.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 March 6, 2018

 Page
 2

 General

1.
We note your response to prior comment 1. We are unable to concur with your position that the reorganization does not trigger the requirements of Rule 13e-3. We believe that
the structure of the transaction makes reliance on an exception to the rule, including the exception in Rule 13e-3(g)(2), inappropriate. Please further advise or file a Schedule
13E-3 with respect to the transaction.

 Company Response

We advise the Staff that the Company has revised the terms of the recapitalization:

•

It remains the case that each share of Biglari Holdings common stock receives 0.1 shares of Class A common stock of New BH and 1 share of Class B common stock of New BH. The Class A common stock of
New BH has all of the same voting and other rights as the common stock of Biglari Holdings. The Class B common stock will be non-voting and have economic rights equivalent to one-fifth of a Class A share.

•

Fractional shares of Class A common stock will be issued in the recapitalization. Under the previous terms, some Biglari Holdings shareholders would have received Class B shares and (in some instances) cash in
lieu of fractional shares of Class A common stock.

•

Every shareholder of Biglari Holdings will receive voting common stock of New BH and will have the same proportional equity ownership and voting rights following consummation of the reorganization as they have prior to
the reorganization.

•

No shareholder will receive cash under the new terms.

 The Company believes that the revised terms of the
recapitalization do not trigger the requirements of Rule 13e-3. The Company has executed an Amended and Restated Agreement and Plan of Merger (included as Annex I to Amendment No. 2 to the Registration
Statement) and has revised the disclosure throughout Amendment No. 2 to the Registration Statement to reflect these revised terms.

 Questions
and Answers About the Reorganization and Recapitalization, page 5

 Why are you creating a new holding company, page 5

2.
We note your response to our prior comment 5. Please clarify why you believe that creating a new holding company in order to create a dual class structure will “[e]liminate confusion with the legacy Steak n
Shake Company.” In this regard, we note that you intend to change your name to Biglari Holdings Inc. and that the current holding company is also named Biglari Holdings Inc.

Company Response

 In response to the Staff’s
comment, the Company has revised the sections entitled “Questions and Answers About The Reorganization and Recapitalization—Why are you creating a new holding company?” and “The Reorganization/Recapitalization
Proposal—Reasons for the Reorganization and Recapitalization; Recommendation of the Board of Directors” on pages 5 and 22, respectively, as requested.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 March 6, 2018

 Page
 3

 The Reorganization/Recapitalization Proposal, page 19

Background of the Proposal, page 20

3.
We note your response to our prior comment 11 that “[t]he potential transactions considered by the Board consisted of various forms of financial instruments.” Please briefly describe the “various
forms of financial instruments” considered and discuss the board’s reasons for considering and rejecting such financial instruments.

Company Response

 In response to the Staff’s
comment, the Company has revised the section entitled “The Reorganization/Recapitalization Proposal—Background of the Proposal” on page 20 as requested.

If you would like to discuss any of the matters contained in this letter, please feel free to contact me at (202)
371-7180.

 Very truly yours,

 /s/ Brian V. Breheny

Brian V. Breheny

cc:
Bruce Lewis

 NBHSA Inc.

Marc S. Gerber, Esq.

 Skadden,
Arps, Slate, Meagher & Flom LLP

 Robert A. Koenig, Esq.

Latham & Watkins LLP

Mail Stop 3561
February  20, 2018

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

Re: NBHSA Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 5, 2018
  File No. 333-222267

Dear Mr. Biglari :

We have reviewed your amended 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 bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our January 18, 2018 letter .

General

1. We note your response to prior comment 1.   We are unable to concur with your position
that the reorganization does not trigger the requirements of Rule 13e -3.  We believe that
the structure of the transaction makes reliance on an exception to the rule, including the
exception in Rule 13e -3(g)(2), inappropriate.   Please further advise or file a Schedule
13E-3 with respect t o the transaction.

Sardar Biglari
NBHSA Inc.
February  20, 2018
Page 2

 Questions and Answe rs About the Reorganization and Recapitalization, page 5

Why are you creating a new holding company, page 5

2. We note your response to our prior comment 5.  Please clarify why you beli eve that
creating a new holding company in order to create a dual class structure will “[e]liminate
confusion with the legacy Steak n Shake Company. ”  In this regard, we note that you
intend to change your name to Biglari Holdings Inc. and th at the current holding
company is also named Biglari Holdings Inc.

The Reorganization/Recapitalization Proposal, page 19

Background of the Proposal, page 20

3. We note your response to our prior comment 11 that “[t]he potential transactions
considered by the Board consisted of various forms of financial instruments.”  Please
briefly describe the “various forms of financial instruments” considered and discuss the
board’s reasons for considering and rejecting such financial instruments.

You may contact Theresa Brillant  at (202) 551 -3307  or Doug Jones at (202) 551 -3309  if
you ha ve 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/ Justin Dobbie for

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transpo rtation and Leisure

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

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 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

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WILMINGTON

———-

BEIJING

 BRUSSELS

FRANKFURT

 HONG KONG

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 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

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