SMI receives offer from Sonic Financial Corp. to acquire all outstanding shares of common stock

By Dustin LongApr 24, 2019, 8:30 AM EDT

Photo by Gary Miller/Getty Images for Texas Motor Speedway

Speedway Motorsports Inc. announced Wednesday that it has received a non-binding proposal from Sonic Financial Corp. to acquire all outstanding shares of common stock other than those already held by Sonic.

Bruton Smith and his family own and control Sonic Financial Corp. Smith is the founder and majority stakeholder in Speedway Motorsports Inc. SMI operates eight tracks that host Cup races, including Charlotte Motor Speedway, Las Vegas Motor Speedway and Texas Motor Speedway.

This action follows NASCAR’s non-binding offer Nov. 9 to acquire all of the outstanding shares of Class A and B common stock of International Speedway Corp. not already owned by the controlling shareholders of NASCAR. That offer has not been completed. There is a class-action suit in a Florida court on behalf of the Firemen’s Retirement System of St. Louis regarding the purchase price for the outstanding stock.

The separate offers to ISC and SMI would make both companies private. That could allow both companies to be more receptive to future schedule changes without the pressure of trying to appease outside investors.

When asked about future agreements with tracks, NASCAR President Steve Phelps said earlier this month on the Dale Jr. Download: “We have to do some things differently. Fans want us to do things differently, and I think we need to do it as quickly as we can within reason, understanding that there are three legs to that stool and one of those legs are the tracks.”

The Sonic Financial Corp. offer for the outstanding SMI stock is for $18 per share. The stock closed at $13.94 on Tuesday. The stock was up to $18.46 by 11 a.m. Wednesday and finished the day at $18.55. The 52-week high for the stock was $18.36. SMI’s board has formed a special committee to consider the offer. Mark M. Gambill, James P. Holden and Tom E. Smith, each of whom is an independent director of the Company, to act on behalf of the Company to consider the proposal by Sonic Financial. Tom E. Smith is not related to Bruton Smith or his family.

Here is the letter from Sonic Financial Corp. to the Board of Directors for SMI:

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.

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What takes place in a NASCAR appeal hearing? Here’s a look

By Dustin LongMar 28, 2023, 2:00 PM EDT

Hendrick Motorsports is scheduled to have its appeal hearing at 10 a.m. ET Wednesday.

So what will happen in the appeal hearing? Here is a look at the process, based on the NASCAR Cup Rule Book.

NASCAR penalized Hendrick Motorsports for modifications to hood louvers. Those penalties were:

Docked Alex Bowman, Kyle Larson and William Byron 100 points and 10 playoff points each.
Suspended crew chiefs Cliff Daniels, Alan Gustafson, Rudy Fugle and Blake Harris four races each and fined each $100,000.
Penalized each of the four Hendrick teams 100 owner points and 10 playoff points.

Before the appeal hearing starts, both sides — in this case, Hendrick Motorsports and NASCAR — must file a written summary presenting their case before the hearing.

The summary must not be longer than two single-spaced pages. Any attachments or appendices either side intends to present during the hearing must be included. Such attachments or appendices may include, but are not limited to, video, written statements, diagrams, photographs and charts.

The summary is to be filed by 5 p.m. ET two days before the beginning of the hearing. The summary shall be confidential and not released to the public. The Cup Rule Book says that releasing the summary to the public “may result in a penalty.”

The appeal will be heard by three members. They will come from a pool of panelists. The Cup Rule Book lists 19 panelists. That group includes former drivers Mike Skinner, Lake Speed, Bill Lester, Shawna Robinson and Lyn St. James, along with others in various roles in motorsports.

The Cup Rule Book states that “in seating an Appeals Panel, the Administrator shall take into consideration the panelists’ availability, background, professional experience and knowledge.”

The Cup Rule Book states “the burden rests on NASCAR to show that it is more likely than not that a violation … has occurred, and that the Penalty Notice issued is within the guidelines of the NASCAR Rules.”

Both parties are allowed in the hearing room while each side presents evidence. NASCAR goes first.

After both sides finish, there is a break before an optional rebuttal period. NASCAR has the chance to go first, followed by those appealing.

Once that is complete, NASCAR is permitted one last opportunity to “argue, explain, or present rebuttal on the facts and violation” to the appeal panel since NASCAR carries the burden of proof.

The appeal panelists may ask questions to either group or any witnesses at any time during the hearing.

Decisions by the three-member National Motorsports Appeals Panel do not need to be unanimous.

The National Motorsports Appeals Panel can affirm the penalty or adjust it. The panel can rescind some or all of the penalties or increase any or all penalties.

When NASCAR penalized William Byron 25 points and fined him $50,000 for spinning Hamlin during a caution in last year’s playoff race at Texas, Hendrick Motorsports appealed. The National Motorsports Appeals Panel rescinded the 25-point penalty but increased his fine to $100,000. NASCAR amended its rule book after the panel’s decision.

NASCAR does not have the option to appeal the panel’s decision. Those who filed the appeal can further appeal the panel’s decision to the Final Appeal Officer. That decision can’t be appealed.

Kaulig Racing and Denny Hamlin each will go through this process when their appeals are heard. Kaulig Racing’s appeal is April 5 for modifications to a hood louver. Hamlin’s appeal is April 6 for intentionally wrecking Ross Chastain on the last lap of the Phoenix race.

NASCAR Power Rankings: William Byron returns to No. 1

By Mike HembreeMar 28, 2023, 10:45 AM EDT

After last Sunday’s crashfest at Circuit of the Americas, the NBC Sports NASCAR Power Rankings experienced another jumble, and William Byron returns to the top spot.

Byron took fifth place in the chaos of the triple-overtime finish. He and winner Tyler Reddick were the top dogs in the Cup Series’ first road race of the year, Byron leading 28 laps and Reddick 41. No one else led more than two laps.

MORE: COTA finish — Entertaining and messy

Christopher Bell, last week’s No. 1, fell to fifth place after a 31st-place finish at COTA.

NBC Sports NASCAR Power Rankings

1. William Byron (second last week) — Byron, the season’s only multiple winner with two, finished fifth Sunday, marking his career first top five on a road course. He won the pole and the first stage.

2. Kyle Busch (third last week) — Busch continues to make his new partnership at Richard Childress Racing look good. His second-place run Sunday is his fourth top-10 finish in the season’s first six races.

3. Ross Chastain (sixth last week) — Despite being pushed around in the late going Sunday, Chastain persisted, re-emerging at the front to challenge the leaders and finish fourth. He has finished in the top four in all three COTA races and leads the points standings.

4. Alex Bowman (fifth last week) — Bowman continued his seasonal consistency, finishing third at COTA. He has finished in the top 10 in five of six races.

5. Christopher Bell (first last week) — Bell falls from the top spot in the rankings after being booted from Sunday’s race in a late-race accident. He dropped three spots in the Cup points standings to fifth.

6. Joey Logano (fourth last week) — Logano was mostly absent from Sunday’s front-of-the-pack jousting. He limped home in 28th and drops two spots in the rankings.

7. Tyler Reddick (unranked last week) — Reddick bursts into the rankings in a big way, easily outclassing the rest of the field on the way to victory at COTA. Challenged repeatedly by cautions that extended the race into three overtimes, he refused to give up the shot at his first win of the year.

8. Denny Hamlin (seventh last week) — Winless this year, Hamlin nevertheless keeps popping up around the front. Sunday’s late-race mess dropped him to 16th at the checkered flag.

9. Kyle Larson (eighth last week) — Larson seemed to be the race’s pingpong ball Sunday as he was bounced around during some of the tightest racing. He rallied to reach 14th.

10. Kevin Harvick (ninth last week) — Harvick’s final season has been a mix of the good and the bad, with two top-five runs, challenges for wins and a 33rd-place finish at Atlanta. He was 13th Sunday.

Dropped out: Brad Keselowski (10th last week).

Ross Chastain after COTA race: ‘Are you not entertained?’

By Dustin LongMar 27, 2023, 1:43 PM EDT

One driver evoked the movie “Gladiator” after Sunday’s Cup race at Circuit of the Americas. Another could be penalized for his actions after the checkered flag. Others expressed dismay at what the end of the event became.

A race that had been a thrilling duel devolved into a demolition derby over the final laps, leaving feelings as bruised as some of the cars.

While Tyler Reddick celebrated his first win of the season, other drivers stewed at what the racing became. Three overtimes were needed to finish the event due to incidents in the Turn 1 hairpin. Then again, it should not have been surprising, coming a week after Kyle Busch said: “We have completely lost any sense of respect in the garage between the drivers”.

“Are you not entertained?” Ross Chastain exclaimed, evoking Russell Crowe’s famous movie line. “This is what we love. I don’t love doing it, but … as a sport we’re not boring.”

Chastain is correct, the sport is not boring. But it’s fair to ask if the sport has crossed a line. Is it OK for races to end this way? If not, how to change it is a more difficult notion.

The action has been getting more aggressive this season. It was evident in the Clash at the Coliseum when drivers charged into the corners and slammed into the back of cars as a way to slow down to make the tight turns.

Sunday marked the third time in the last four road course races that the event went to overtime. In the previous 28 road course races — dating back to 2012 — only three went to overtime.

It makes one wonder what could happen this weekend when the Cup series races at Richmond Raceway, beginning a three-week stretch at short tracks that includes the Bristol dirt race and Martinsville.

“These cars are so tough,” Chastain said. “We can run into each other. There are just lines of cars all pushing each other (on the restarts) on the brakes. Nobody is going in there saying, ‘I’m going to hit somebody,’ but it’s just the leader has to check up and it just magnifies itself.”

Chastain’s teammate, Daniel Suarez, was not happy after the race. He ran into the back of Chastain’s car, knocking him out of the way as they entered pit road and then hit the back of Bowman’s car on pit road.

Section 4.4.B of the Cup Rule Book states that drivers can be penalized for “Intentionally damaging another vehicle on pit road.” Such a penalty could result in the loss of 25-50 driver and/or team owner points and/or $50,000-$100,000 fine. Violations may also result in a suspension.

Suarez restarted fifth in the second overtime restart but left the inside lane open. Alex Bowman, with Ross Chastain and Chase Briscoe aligned behind, charged and got beside Suarez as they approached Turn 1.

As Bowman slowed to make the tight turn, he was hit from behind and that sent him into Suarez, who clipped the left rear of Martin Truex Jr.’s car. Truex spun in front of Suarez and blocked his path, allowing the rest of the field to drive by and costing Suarez a top-five finish. Suarez finished 27th.

Suarez spoke briefly with Bowman before having a discussion with Chastain.

“The problem is if you don’t peek out and bomb the guy in front of you, the guy behind you does it to you,” Bowman said. “So what do you do there? It’s not right. The way we race is embarrassing, and if 12-year-olds were doing it, we’d be yelling at them, but here we are saying it’s the best thing in the world on TV.”

Chris Buescher simply called Sunday’s race “our first bumper car race of the year.”

Austin Dillon said: “The end of the race became a typical NASCAR road course race. It was just a mess. We drove up into the hill on a restart and everyone just pile drove into each other.”

Jordan Taylor, making his first Cup start as he filled in for an injured Chase Elliott, was struck by what the restarts were like.

“Every restart, you just get smashed in the front, rear, side,” he said. “So yeah, it was pretty much just survival.”

—————————————————————————————————————————————————

Sunday’s race was scheduled to go 68 laps but was extended to 75 laps by the late cautions.

Here is a look at the drivers who gained the most and lost the most positions from where they were running on Lap 68 to where they were running on Lap 75:

Most positions gained

18 – Kyle Larson (finished 14th)

17 – Ricky Stenhouse Jr. (finished 7th)

16 – Kevin Harvick (finished 13th)

12 – Todd Gilliland (finished 10th)

9 – Ryan Blaney (finished 21st)

8 – Noah Gragson (finished 20th)

7 – Austin Cindric (finished 6th)

6 – Corey LaJoie (finished 11th)

Most positions lost

23 – Daniel Suarez (finished 27th)

20 – Joey Logano (finished 28th)

15 – Kimi Raikkonen (finished 29th)

12 – Christopher Bell (finished 31st)

12 – Martin Truex Jr. (finished 17th)

10 – Aric Almirola (finished 30th)

9 – Jordan Taylor (finished 24th)

6 – Michael McDowell (finished 12th)

—————————————————————————————————————————————————

Tyler Reddick and Kyle Busch, who switched rides before this season, have both won in the first six races.

This marks the third year in a row that two drivers with new Cup rides have won so early in the year.

Last year, Austin Cindric and Ross Chastain each won in the first six races of the year. Cindric had driven a few Cup races previously for Team Penske but last year was his first year in the No. 2 car. Chastain did have the same crew chief and other crew members at Trackhouse Racing after it purchased Chip Ganassi Racing.

In 2021, Kyle Larson, in his first season at Hendrick Motorsports, and Christopher Bell, in his rookie Cup season with Joe Gibbs Racing, each won within the first four races of that year.

Winners and losers at Circuit of the Americas

By Mike HembreeMar 27, 2023, 7:00 AM EDT

A look at winners and losers from Sunday’s NASCAR Cup Series race at Circuit of the Americas in Austin, Texas:

WINNERS

Tyler Reddick — Reddick needed patience and perseverance to stay in front through three overtimes to win Sunday’s race. Considering the supreme strength of his Toyota and his nearly flawless performance, losing first place in that calamity near the end would have been heartbreaking. Instead, he gives Toyota its first win of the year.

Kyle Busch — Busch never led, but he pushed through the field in the final stage, worked his way through the restarts and finished second.

William Byron — Byron appeared to have the only answer to Reddick’s power. He led 28 laps but was shuffled to fifth at the finish.

Todd Gilliland — Gilliland was in the top-15 mix through the three overtimes and worked his way to a 10th-place finish, the third of his Cup career.

Jenson Button — Former F1 champion finished 18th in his Cup debut, highest among the road course ringers. He told his team after the race on the radio that Cup drivers “are on it every second of the race” and also said that the race was a “roller coaster … a whole F1 season in one race.”

LOSERS

AJ Allmendinger — Always expected to be a threat at road courses, Allmendinger left the race after 60 laps with damage from an accident, finishing 34th.

Brad Keselowski — Spins limited Keselowski’s effectiveness Sunday, and he parked after 56 laps with a driveshaft issue, finishing 35th and dropping four spots in the points standings.

Bubba Wallace — The year has not started well for Wallace, who finished 37th Sunday and now has four finishes of 20th or worse in six races. He fell three spots in points.

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MORE: COTA finish — Entertaining and messy

NBC Sports NASCAR Power Rankings

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WINNERS

LOSERS

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