Sonic offers to buy all outstanding shares of SMI common stock

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Sonic offers to buy all outstanding shares of SMI common stock


Sonic offers to buy all outstanding shares of SMI common stock


Speedway Motorsports Inc. (SMI) has announced it has received a non-binding proposal from Sonic Financial Corp. to acquire all outstanding shares of common stock not already held by Sonic.

Sonic is owned and controlled by Bruton Smith and family. Smith being the founder of SMI. The offer is $18 per share.

SMI operates eight racetracks on the NASCAR schedule: Charlotte, Atlanta, Bristol, Texas, Las Vegas, and New Hampshire Motor Speedway, as well as Sonoma Raceway and Kentucky Speedway.

In November it was announced NASCAR had made a non-binding bid to acquire all the outstanding shares of Class A and B common stock of International Speedway Corp. (ISC). The move would make the company private.

Here is the full letter from Sonic to the SMI Board of Directors:

“Sonic Financial Corporation (“SFC”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of stock of Speedway Motorsports, Inc. (the “Company” or “TRK”) that are not owned by SFC, O. Bruton Smith, his family and entities controlled by Mr. Smith and his family (collectively with SFC, the “Smith Group”), for cash consideration of $18.00 per share (our “Proposal”). As you know, the Smith Group beneficially owns, directly or indirectly, approximately 29 million shares of TRK, and controls over 70% of the voting power of TRK.

“We believe that our Proposal reflects an extremely attractive value to the Company’s public stockholders. Specifically, $18.00 per share represents a significant premium of 31% to yesterday’s closing price and 26% to the 30-day volume-weighted average price per share of $14.27 as of April 22, 2019.

“As you know, NASCAR racing has faced several challenges in recent years, and the Company has been impacted by these challenges. NASCAR has indicated the sport would benefit from structural change. We believe TRK would be more able to compete in this challenging and changing environment as a private company.

“SFC and members of the Smith Group are best-positioned to continue to manage and oversee the Company as a private company. Mr. Bruton Smith, Executive Chairman and founder of the Company, has been a pioneer in the motorsports business since the sport’s beginning. His ingenuity and vision for the sport have been highly instrumental in the motorsports business for decades, and the sport has recognized his contributions by inducting him into the NASCAR Hall of Fame.

“Additionally, Mr. Marcus Smith, the current Chief Executive Officer of the Company, has played a key role in the motorsports industry and has also been an important figure in the evolution of the sport and the Company over the past several years. Given the Smith Group’s role in the sport and involvement in the Company, we believe we are the best party to lead the Company through the challenges ahead.