Sonic Financial Corp. unit Speedco Inc. commenced a tender offer to buy all of the outstanding shares of Speedway Motorsports Inc.'s common stock at $19.75 per share in cash.
The tender offer period will expire one minute after 11:59 p.m. ET on Sept. 16, unless extended or earlier terminated. The closing of the tender offer is subject to several conditions, including a nonwaivable condition of the tender by more than 50% of the outstanding common shares of Speedway Motorsports not held by Sonic Financial, Speedway Executive Chairman O. Bruton Smith, his family and certain other related parties.
After completion of the tender offer, Sonic Financial will buy all remaining shares of Speedway Motorsports stock not held by Sonic Financial or Speedco at $19.75 per share through a merger of Speedco and Speedway Motorsports in which Speedway Motorsports will be the surviving corporation and will become a wholly owned subsidiary of Sonic Financial.
The closing of the tender offer and merger transaction is expected to take place in the third quarter.
Bank of America Merrill Lynch is acting as financial adviser to Sonic Financial, while Kirkland & Ellis LLP and Parker Poe Adams & Bernstein LLP are acting as legal counsel to Sonic Financial. Morgan Stanley & Co. LLC is acting as financial adviser to the special committee of Speedway Motorsports' board, and Simpson Thacher & Bartlett LLP is acting as legal counsel to the committee.
McGuireWoods LLP is acting as legal counsel to Speedway Motorsports.
Speedway Motorsports promotes, markets and sponsors motorsports activities in the United States.