Speedway Motorsports Inc.: Tender offer statement by Third Party

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

___________________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

___________________

SPEEDWAY MOTORSPORTS, INC.

(Name of Subject Company)

SPEEDCO, INC.

(Offeror)

A Wholly Owned Subsidiary of

SONIC FINANCIAL CORPORATION

(Parent of Offeror)

Common Stock, Par Value $0.01 Per Share

847788106

(Names of Filing Persons-Offeror)

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

___________________

James N. Greene

Parker Poe Adams & Bernstein LLP

401 South Tryon Street, Suite 3000

Charlotte, North Carolina 28202

(704) 372-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons):

___________________

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 Securities Exchange Act, by multiplying the Transaction Valuation by 0.0001212.
  • Check box if any part of the fee is offset as provided by 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 the date of its filing.
Amount Previously Paid: Not applicable

Filing Party: Not applicable

Form or Registration No.: Not applicable

Date Filed: Not applicable

  • Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
___________________

  • third-partytender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4.
  • going-privatetransaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:

This combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed on Schedule TO (this " Schedule TO ") relates to the 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 outstanding shares of common stock, par value $0.01 per share (the " Shares "), of Speedway Motorsports, Inc., a Delaware corporation (the " Company "), at $19.75 per Share, net to the holder in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 16, 2019 (as it may be amended or supplemented from time to time, the " Offer to Purchase "), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

Items 1 through 9, Item 11 and Item 13.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below.

Item 10. Financial Statements.

In accordance with the instructions to Item 10 of the Schedule TO, the financial statements of Purchaser are not material because the consideration offered consists solely of cash, the Offer (as defined in the Offer to Purchase) is not subject to any financing condition and the Offer is for all outstanding securities of the subject class.

Item 12. Exhibits.

Exhibit No.

Description

(a)(1)(i)*

Offer to Purchase, dated August 16, 2019

(a)(1)(ii)*

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9)

(a)(1)(iii)*

Form of Notice of Guaranteed Delivery

(a)(1)(iv)*

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(v)*

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(vi)*

Summary Advertisement, as published in the New York Times on August 16, 2019

(a)(5)(i)

Joint Press Release issued by the Company and Parent on July 24, 2019 (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K

filed on July 24, 2019)

(a)(5)(ii)

Communication from Marcus Smith, CEO of the Company, to employees of the Company, transmitted on July 24, 2019 (incorporated by reference

to Exhibit A to the Company's Schedule 14D-9C filed on July 24, 2019)

(a)(5)(iii)

Frequently Asked Questions for employees of the Company transmitted on July 24, 2019 (incorporated by reference to Exhibit A to the Company's

Schedule 14D-9C filed on July 24, 2019)

  1. Debt Commitment Letter, dated as of July 23, 2019, among Parent, Bank of America, N.A. and BofA Securities, Inc. (incorporated by reference to
Exhibit 99.6 of Parent's Schedule 13D/A with respect to the Company filed on July 26, 2019)

(c)*

Presentation of BofA Securities, Inc. to Parent, dated July 2019

  1. Agreement and Plan of Merger, dated as of July 23, 2019, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 99.5 of Parent's Schedule 13D/A with respect to the Company filed on July 26, 2019)
  2. Not applicable
  3. Section 262 of the Delaware General Corporation Law (included as Schedule II to the Offer to Purchase filed herewith as Exhibit (a)(1)(i))
  4. Not applicable
  5. Not applicable
  • Filed herewith
1

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 16, 2019

SPEEDCO, INC.

By: /s/ William R. Brooks

Name: William R. Brooks

Title: Vice President, Chief Financial

Officer, Secretary and Treasurer

SONIC FINANCIAL CORPORATION

By: /s/ William R. Brooks

Name: William R. Brooks

Title: Vice President and Chief Financial

Officer

Exhibit (a)(1)(i)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

of

Speedway Motorsports, Inc.

at

$19.75 Net per Share

by

Speedco, Inc.,

a wholly owned subsidiary of

Sonic Financial Corporation

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE ONE MINUTE PAST 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 16, 2019,

UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the " Shares ") of the Company for $19.75 per share (the " Offer Price "), net to the holder in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this " Offer to Purchase ") and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the " Letter of Transmittal "). This Offer to Purchase and the Letter of Transmittal together constitute the " Offer ". Under no circumstances will Purchaser pay interest on the Offer Price, regardless of any extension of the Offer or any delay in making such payment.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 23, 2019 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the " Merger Agreement "), by and among Speedway Motorsports, Inc., a Delaware corporation (the " Company "), Sonic Financial Corporation, a North Carolina corporation (" Parent "), and Speedco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser ").

Unless the Offer is earlier terminated, the Offer will expire one minute past 11:59 p.m., New York City time, on September 16, 2019 (the " Expiration Time ", unless the Offer is extended by Purchaser in accordance with the Merger Agreement, in which event "Expiration Time" will mean the latest time and date at which the Offer, as so extended by Purchaser, will expire).

The Merger Agreement provides, among other things, that, as soon as practicable (and, in any event, no later than the first business day) following the consummation of the Offer, Purchaser will be merged with and into the Company (the " Merger "), without a vote of the stockholders of the Company, in accordance with section 251(h) of the Delaware General Corporation Law, and will become a wholly owned subsidiary of Parent.

The board of directors of the Company, acting in reliance on the unanimous recommendation of a special committee comprised solely of independent and disinterested directors, has duly and unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) approved and adopted the Merger Agreement and declared it advisable for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger; (iii) approved the execution and delivery by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iv) resolved that the Merger shall be governed by, and effected pursuant to, Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the closing of the Offer; and (v) recommended that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer, in each case, on the terms and subject to the conditions set forth in the Merger Agreement.

The Offer is conditioned upon, among other things, (i) there having been validly tendered (and not validly withdrawn) in accordance with the Offer, prior to the Expiration Time, a number of Shares (excluding any Shares that have not been "received" (as defined in Section 251(h) of the General Corporation Law of the State of Delaware)) that represent at least a majority of the outstanding Shares owned by the Public Stockholders (as defined in the "Introduction" to this Offer to Purchase) (the " Minimum Condition ") and (ii) the Marketing Period (as defined in this Offer to Purchase) for the Debt Financing (as defined in this Offer to Purchase) having ended. The Minimum Condition cannot be waived by the parties to the Merger Agreement. The Offer is also subject to the satisfaction or waiver of other customary conditions specified in the Merger Agreement, as described in "The Offer-Section15-Conditions to the Offer." The Offer is not subject to any financing condition.

A summary of the principal terms of the Offer appears on pages 1 through 9 of this Offer to Purchase. This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully before deciding whether to tender your Shares.

Questions, requests for assistance and requests for copies of this Offer to Purchase, the Letter of Transmittal and the other tender offer materials may be directed to the information agent for the Offer at its mailing address, email address and telephone number set forth on the back cover of this Offer to Purchase. Stockholders also may contact their brokers, dealers, banks, trust companies or other nominees for assistance concerning the Offer.

August 16, 2019

Mackenzie Partners, Inc.,

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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 21:21:01 UTC