Sonic Financial Corporation (“Sonic Financial”) and Speedway Motorsports (NYSE: TRK) today announced that Sonic Financial’s tender offer to purchase all outstanding shares of common stock of Speedway Motorsports expired one-minute past 11:59 p.m., New York City time, on September 16, 2019. This means that barring a last minute legal challenge Speedway will be taken private and no longer publicly traded and subject to stock exchange rules. (Speedway Motorsports Ownership Scuffle Underway)
Sonic Financial intends “to promptly complete the acquisition of all shares of Speedway Motorsports through a merger of Speedway Motorsports and a subsidiary of Sonic Financial, without a vote of Speedway Motorsports stockholders, in accordance with Delaware law.”
Back in May the original SEC filing said that “Sonic is a company owned and controlled by O. Bruton Smith and his family.” They want to acquire all the outstanding shares of common stock of the Company, other than the shares held by Sonic Financial, O. Bruton Smith, his family and entities controlled by Mr. Smith and his family, for cash consideration of $18.00 per share. The stock is in May was trading in the $18.40 range.
The merger is anticipated to be effective as of September 17, 2019. As a consequence of the merger, each outstanding Speedway Motorsports share not tendered and purchased in the tender offer will be converted into the right to receive the same cash amount of $19.75 per share, without interest and less any required withholding taxes, that was offered in the tender offer.
Following completion of the merger, Speedway Motorsports will become a wholly owned subsidiary of Sonic Financial, and Speedway Motorsports shares will cease to be traded on the New York Stock Exchange.
A subsidiary of Sonic Financial has accepted for payment all shares of Speedway Motorsports that were validly tendered and not validly withdrawn prior to the expiration of the tender offer at a price of $19.75 per share.
American Stock Transfer & Trust Company, the depository for the tender offer, has advised that, as of immediately prior to the expiration of the tender offer, a total of 7,414,631 shares of Speedway Motorsports were validly tendered and not validly withdrawn in the tender offer, representing approximately 64.8% of the 11,434,595 outstanding shares of Speedway Motorsports not owned by Sonic Financial, O. Bruton Smith, his family and certain other related or affiliated persons.
Speedway Motorsports is an American corporation that owns and manages racing facilities that host NASCAR, IndyCar, NHRA, World of Outlaws and other motor racing series. The company’s headquarters are located at Charlotte Motor Speedway, in the suburbs of Charlotte, NC.
Speedway, through its subsidiaries, owns and operates the following premier facilities: Atlanta Motor Speedway, Bristol Motor Speedway, Charlotte Motor Speedway, Kentucky Speedway, Las Vegas Motor Speedway, New Hampshire Motor Speedway, Sonoma Raceway and Texas Motor Speedway.
The Company also provides souvenir merchandising services through its SMI Properties subsidiaries; manufactures and distributes smaller-scale, modified racing cars and parts through its US Legend Cars International subsidiary; and produces and broadcasts syndicated motorsports programming to radio stations nationwide through its Performance Racing Network subsidiary.