Speedway Motorsports Inc.: Statement of Ownership: Private Transaction

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

Speedway Motorsports , Inc.

(Name of the Issuer)

Speedway Motorsports, Inc.

(Name of Person(s) Filing Statement)

Common Stock, $ 0.0 1 par value per share

(Title of Class of Securities)

847788106

(CUSIP Number of Class of Securities)

J. Cary Tharrington IV

Senior Vice President and General Counsel

Speedway Motorsports, Inc.

5555 Concord Parkway South

Concord, NC 28027

(704) 455-3239

With a copy to:

Richard W. Viola

Rakesh Gopalan

McGuireWoods LLP

201 North Tryon Street

Suite 3000

Charlotte, NC 28202-2146

(704) 343-2000

(Name, Address and Telephone Number of Perso n Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

  1. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
  2. The filing of a registration statement under the Securities Act of 1933.
  3. A tender offer.
  4. None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:

Check the following box if the filing is a final amendment reporting the results of the transaction:

Calculation of Filing Fee

Transaction Valuation*

Amount of Filing Fee**

$341,461,670

$41,386

  • Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The transaction valuation was calculated by adding (i) the product of (A) 17,153,902, which is the difference between 40,853,902, the number of shares of common stock, par value $0.01 per Share (" Shares "), of Speedway Motorsports, Inc. (the " Company ") outstanding, and 23,700,000, the number of Shares owned by Sonic Financial Corporation and its wholly owned subsidiaries, and (B) $19.75, which is the per Share tender offer price, (ii) the product of (A) 40,500, which is the number of Shares issuable upon the exercise of stock options of the Company outstanding with an exercise price per Share less than the per Share tender offer price, and (B) $3.92, which is the difference between the $19.75 per Share tender offer price and $15.83, the average weighted exercise price of all such options, and (iii) the product of (A) 127,258, which is the number of Shares issuable upon settlement of restricted stock units of the Company outstanding, and (B) $19.75, which is the per Share tender offer price. The calculation of the filing fee is based on information provided by the Company as of August 9, 2019.
  • The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act, by multiplying the Transaction Valuation by 0.0001212.
    • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $41,386

Filing Party: Sonic Financial Corporation

Form or Registration No.: Schedule TO

Date Filed: August 16, 2019

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this " Statement ") is being filed by Speedway Motorsports, Inc., a Delaware corporation (the " Company "), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.

This Statement relates to the cash tender offer by Speedco, Inc., a Delaware corporation (" Purchaser "), and a wholly owned subsidiary of Sonic Financial Corporation, a North Carolina corporation (" Parent "), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the " Shares "), of the Company at a price per Share equal to $19.75, net to the holder of such Shares in cash, without interest, and subject to any withholding of taxes required by applicable law (the " Offer "). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 23, 2019 (together with any amendments or supplements thereto, the " Merger Agreement "), by and among the Company, Parent, and Purchaser. The Merger Agreement provides, among other things, that as soon as practicable after consummation of the Offer and subject to the satisfaction or waiver of the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company (the " Merger ") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the " DGCL "), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO by Purchaser and Parent on August 16, 2019 (as amended or supplemented from time to time, the " Schedule TO "), which contain as exhibits an Offer to Purchase dated August 16, 2019 (the " Offer to Purchase ," and the related Letter of Transmittal (the " Letter of Transmittal "), which together with the Offer to Purchase, as each of them may be amended or supplemented from time to time, contain the terms of the Offer).

In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on August 16, 2019 (the " Schedule 14D-9 "). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the heading " Summary Term Sheet " is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

  1. Name and Address
The information set forth in the Schedule 14D-9 under the heading " Item 1. Subject Company Information - Name and Address " is incorporated herein by reference.

  1. Securities
The information set forth in the Schedule 14D-9 under the heading " Item 1. Subject Company Information - Securities " is incorporated herein by reference.

  1. Trading Market and Price
The information set forth in the Offer to Purchase under the heading " The Offer - Section 6. Price Range of Shares; Dividends " is incorporated herein by reference.

  1. Dividends
The information set forth in the Offer to Purchase under the heading " The Offer - Section 6. Price Range of Shares; Dividends " is incorporated herein by reference.

  1. Prior Public Offerings
Not applicable.

  1. Prior Stock Purchases
The following table sets forth information about Shares purchased by the Company during the past two years under the Company's publicly announced stock repurchase program or withheld by the Company in connection with the exercise or vesting of stock options, restricted stock and restricted stock units granted by the Company.

Total

Range of

Average Price

Purchased

Withheld

Total

Shares

Paid Per

Prices Paid

Purchased

Share

Third Quarter 2017

64,000

64,000

64,000

$17.27 - $21.61

20.08

Fourth Quarter 2017

62,000

24,662

86,662

87,000

$18.62 - $23.15

20.42

First Quarter 2018

59,000

27,815

86,815

87,000

$17.85 - $20.88

19.45

Second Quarter 2018

63,000

63,000

63,000

$16.72 - $18.23

17.59

Third Quarter 2018

63,000

63,000

63,000

$17.03 - $18.14

17.69

Fourth Quarter 2018

61,400

24,994

86,394

86,000

$15.17 - $17.72

16.57

First Quarter 2019

61,000

27,588

88,588

89,000

$13.97 - $17.94

16.73

Second Quarter 2019

18,000

18,000

18,000

$13.57 - $14.92

14.33

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

  1. Name and Address
The filing person is the subject company. The information set forth in the Schedule 14D-9 under the headings " Item 2. Identity and Background of Filing Person - Name andAddress, " " Item 2. Identity and Background of Filing Person - Business and Background of the Company's Directors and Executive Officers " and " Annex A - Directors andExecutive Officers" is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings " The Offer - Section 9. Certain Information Concerning Purchaser and Parent , " " Schedule I - Directors and Executive Officers of Parent " and " Schedule I - Directors and Executive Officers of Purchaser " is incorporated herein by reference.

  1. Business and Background of Entities
The information set forth in the Offer to Purchase under the headings " The Offer - Section 9. Certain Information Concerning Purchaser and Parent " and " Special Factors - Section 3. Transactions and Arrangements Concerning the Shares " is incorporated herein by reference.

  1. Business and Background of Natural Persons
The information set forth in the Schedule 14D-9under the headings " Item 2. Identity and Background of Filing Person - Business and Background of the Company's Directors and Executive Officers " and " Annex A - Directors and Executive Officers " is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading " Special Factors - Section 3. Transactions and Arrangements Concerning the Shares " is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings " The Offer - Section 9. Certain Information Concerning Purchaser and Parent , " " Schedule I - Directors and Executive Officers of Parent " and " Schedule I - Directors and Executive Officers of Purchaser " is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

  1. Material Terms
(1)(i) The information set forth in the Schedule 14D-9 under the heading " Item 2. Identity and Background of Filing Person - Tender Offer and Merger " is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 1. Terms of the Offer " is incorporated herein by reference.

(1)(ii) The information set forth in the Schedule 14D-9 under the heading " Item 2. Identity and Background of Filing Person - Tender Offer and Merger " is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading " Summary Term Sheet " is incorporated herein by reference.

(1)(iii) The information set forth in the Schedule 14D-9 under the heading " Item 2. Identity and Background of Filing Person - Tender Offer and Merger " is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 1. Terms of the Offer " is incorporated herein by reference.

(1)(iv) The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 1. Terms of the Offer " is incorporated herein by reference.

(1)(v) The information set forth in the Offer to Purchase under the headings " Summary Term Sheet, " " The Offer - Section 1. Terms of the Offer " and " The Offer - Section 13. TheMerger Agreement - Extensions of the Offer " is incorporated herein by reference.

(1)(vi) The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 4. Withdrawal Rights " is incorporated herein by reference.

(1)(vii) The information set forth in the Offer to Purchase under the headings " Summary Term Sheet ," " The Offer - Section 3. Procedures for Tendering Shares " and " The Offer - Section 4. Withdrawal Rights " is incorporated herein by reference.

(1)(viii) The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 2. Acceptance for Payment and Payment for Shares

  • is incorporated herein by reference. (1)(ix) Not applicable.
(1)(x) The information set forth in the Offer to Purchase under the heading " The Offer - Section 12 . Purpose of the Offer and the Merger; Plans for the Company; Effects of the Offer; Stockholder Approval; Appraisal Rights - Effects of the Offer and the Merger " is incorporated herein by reference.

(1)(xi) Not applicable.

(1)(xii) The information set forth in the Offer to Purchase under the heading " The Offer - Section 5. Certain U.S. Federal Income Tax Consequences " is incorporated herein by reference.

(2)(i) The information set forth in the Schedule 14D-9 under the heading " Item 2. Identity and Background of Filing Person - Tender Offer and Merger " is incorporated herein by reference. The information set forth in the Offer to Purchase under the headings " Summary Term Sheet " and " The Offer - Section 13. The Merger Agreement" is incorporated herein by reference.

(2)(ii) The information set forth in the Schedule 14D-9 under the heading " Item 2. Identity and Background of Filing Person - Tender Offer and Merger " is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading " Summary Term Sheet " is incorporated herein by reference.

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Speedway Motorsports Inc. published this content on 16 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2019 21:36:02 UTC