International Speedway Corp.

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NASCAR, International Speedway Corp. merger expected on Oct. 18

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International Speedway Corp. announced Tuesday that it expects its merger with NASCAR to be complete by Oct. 18.

ISC, which operates 12 tracks that host NASCAR races, including Daytona International Speedway, Darlington Raceway and Homestead-Miami Speedway, has informed NASDAQ that it has called a special meeting of shareholders on Oct. 16 to vote on approving the merger.

Once the merger is complete ISC will be delisted from the New York Stock Exchange. Shareholders will be paid $45 per share in cash as part of the acquisition.

The merger – valued at approximately $2 billion – will allow NASCAR to control those 12 tracks, along with Iowa Speedway, which it already owns. That could make it easier for NASCAR to move race dates from one track to another. NASCAR President Steve Phelps has stated that the schedule is among the areas the sanctioning body is looking at making changes. NASCAR’s five-year sanctioning agreement with tracks ends after next season.

With NASCAR private, it won’t have to publicly report attendance revenue and other financials as ISC had to do as a publicly traded company.

Once the merger is complete, NASCAR will join Speedway Motorsports, Inc. in going private this year. SMI operates eight tracks that host Cup races, including Charlotte Motor Speedway, Las Vegas Motor Speedway and Texas Motor Speedway.

Of the tracks the Cup Series competes on, ISC and SMI collectively operate all but three: Indianapolis Motor Speedway, Dover International Speedway and Pocono Raceway.

Speedway Motorsports Inc. enters into merger agreement with Sonic Financial

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Speedway Motorsports Inc. announced Wednesday morning that it has entered into a “definitive merger agreement” with Sonic Financial Corp.

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.

The move would take SMI private just as International Speedway Corp. is in the process of doing with its agreement to have its outstanding shares sold to NASCAR. The France family owns both ISC and NASCAR. The NASCAR-ISC deal is expected to close this year.

SMI’s deal would call for Sonic Financial to acquire all the outstanding shares of SMI common stock at a price of $19.75 per share in cash. Speedway Motorsports’ stock closed at $18.95 a share Tuesday, its highest price in the last year. SMI’s stock was at $13.94 on April 23, the day before SMI announced receiving an offer from Sonic Financial.

In a memo to employees, SMI stated that once the merger is complete: “Speedway Motorsports, Inc. will continue its focus on owning and operating first-class, modern facilities in premier geographic markets, and providing our individual and corporate fans and customers with the best entertainment experience and marketing value in the motorsports industry.”

Also in the memo to employees, SMI stated: “We have no current plans for job eliminations as a result of the proposed transaction. Rather, the proposed transaction will enable us to accelerate our long-term growth plan and transformation, and maintain our focus on providing the best entertainment experience and marketing value in the motorsports industry.”

NASCAR announces merger agreement with International Speedway Corp.

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International Speedway Corp. announced Wednesday morning that it has entered into an agreement and plan of merger with NASCAR. The deal is valued at approximately $2 billion.

Shareholders will receive $45 for each share.

This deal is expected to close this calendar year.

International Speedway Corp. owns 12 tracks that host NASCAR races, including Daytona International Speedway, Darlington Raceway and Homestead-Miami Speedway.

NASCAR issued a statement Wednesday: “We are pleased with the progress that the negotiation and execution of the merger agreement between NASCAR and ISC represents.  While important regulatory and shareholder approval processes remain, we look forward to the successful final resolution of this matter and continuing our work to grow this sport and deliver great racing experiences for our fans everywhere. With a strong vision for the future, the France family’s commitment to NASCAR and the larger motorsports industry has never been greater.”

NASCAR Chairman Jim France told competitors in the drivers meeting before the Daytona 500 that “this sport was built by families and we’re just a part of it. It’s so important that we remember that this is still a family business. Our family is committed to it.”

The agreement announced Wednesday allows NASCAR to control those tracks, along with Iowa Speedway, which it already owns. That could make it easier for NASCAR to move dates to take a date from one track to another. NASCAR President Steve Phelps has stated that the schedule is among the areas the sanctioning body is looking at making changes. NASCAR’s five-year sanctioning agreement with tracks ends after next season.

With NASCAR private, it won’t have to publicly report attendance revenue and other financials as ISC had to do as a publicly traded company.

ISC also announced that a class-action lawsuit that had been filed against it after NASCAR and ISC announced last November plans to merge will be dropped.

Speedway Motorsports Inc., which owns eight tracks that host NASCAR races, including Charlotte Motor Speedway, Las Vegas Motor Speedway and Texas Motor Speedway, announced April 24 that it had 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.

The only tracks not owned by ISC or SMI that host Cup races are Pocono Raceway, Dover International Speedway and Indianapolis Motor Speedway.

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

Photo by Gary Miller/Getty Images for Texas Motor Speedway
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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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Questions and answers about the 2020 Cup schedule

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NASCAR’s 2020 Cup schedule created much for fans and competitors to discuss Tuesday.

A new championship race. A doubleheader weekend. Iconic tracks changing dates and three playoff cutoff races that could be brutal.

Here are answers to some of the questions from the schedule reveal.

Why is the championship race moving from Homestead-Miami Speedway to ISM Raceway?

Homestead-Miami Speedway provides arguably the best racing at a 1.5-mile track. Leaving it as the title race could leave a void.

ISM Raceway is a tight 1-mile track where passing can be difficult — although Kyle Larson showed earlier this month that one can gain several spots on a restart if they’re willing to use the high line after a restart.

So why the move indeed?

“Going to the same tracks year in and year out could potentially favor certain drivers,” said Steve O’Donnell, NASCAR’s chief racing development officer, in a conference call with the media. “We wanted to take a look if we had the opportunity to go to another venue, what would that be.”

It also didn’t hurt that Ford’s contract as the sponsor of the championship weekend in Miami ends after this season, making a move easier.

And International Speedway Corp. spent about $180 million renovating ISM Raceway. When you have something shiny and new, you want to show it off. The championship race is one of the best chances to do so.

How long will the championship race be at ISM Raceway?

O’Donnell said: “I think our hope would be to stay there for a little while. I think with any venue you want to see it have a chance and grow a little bit and see how it works. … This wasn’t a decision we said, ‘hey let’s just go there for a year and rotate it. Our intention is to stay there a few years.”

Mike Helton, NASCAR vice chairman, said at ISM Raceway that “we are only talking about 2020 right now. What the future holds, we’ll see.”

Joey Logano voiced his desire for moving the title race around, saying on the NASCAR.com show after the schedule was revealed: “I kind of like that (the title race) has moved. I think it we should move it every year like the Super Bowl.”

Who does this move favor if they make it to the championship race?

Kyle Busch. He has won the past two races there and has an average finish of 2.9 there since 2016. If NASCAR keeps the title race at ISM Raceway for a few years, Busch could be the one who benefits the most. He has made it to the championship finale each of the past four years.

Kevin Harvick has a track-record nine wins there but he will be 44 next year when the finale is there, so he will likely have few opportunities to turn that success into another title.

Of course, the key is making it to the championship race.

How much more difficult did it get to advance in the playoffs?

It could be significantly harder. The cutoff races in next year’s playoffs will be Bristol (round one), Charlotte Roval (round two) and Martinsville (round three).

NASCAR has two shorts tracks and the Roval as cutoff races. That makes it easier for drivers to beat and bang should they need to do so for the win to advance or to gain a position and score enough points to advance. When drivers make contact, anything can happen.

Why a doubleheader at Pocono?

O’Donnell said that NBC had expressed interest in such a concept. The Pocono races will be held during the portion of the season NBC and NBCSN broadcast the races.

O’Donnell said NASCAR talked to “a number” of tracks about it and Pocono was willing to do it.

What about those races?

Details are to be worked out. O’Donnell noted that the Xfinity and Truck series will also be there with a plan of a Truck/Cup doubleheader on Saturday (June 27) and Xfinity/Cup doubleheader on Sunday (June 28). Oh, ARCA also is expected to be there, so there will be a lot of racing crammed into the weekend. Let’s hope for good weather.

“I think it’s neat, to see two back-to-back races at Pocono,” Ryan Blaney said on the NASCAR.com show. “That’s going to be really exciting.”

Why did Daytona move off its traditional spot of being on or near July 4 to being the regular-season finale on Aug. 29?

O’Donnell said those in the sport wanted to make it the regular-season finale, adding drama to the last race.

Indianapolis Motor Speedway takes over Daytona’s date. But what about the heat there?

IMS officials noted the cooler temperatures for the fans when the track’s date switched from July to September last year.

As for the issue about heat, O’Donnell said: “I think it’s hot in Daytona on July 4th. A bit of a myth to say it’s hot in a certain market.”

Why is the Clash still on its own weekend a week before the Daytona 500 and why is the All-Star Race still on a weekend of its own?

O’Donnell said that NBC, which broadcasts the last 20 races of the season, wanted to end on Veteran’s Day weekend in November. With the back-to-back off weekends in August because of NBC’s airing of the Summer Olympics, it didn’t make sense to truncate the Daytona or All Star/Coca-Cola 600 schedule.

When are the 2020 Xfinity and Gander Outdoors Truck schedules coming out?

O’Donnell said he hoped those could be released in the next week or so.

What about the 2021 schedule?

O’Donnell said: “I think some of the moves were made (this year) thinking ahead. We still have a lot to look at for 2021.”

The five-year sanctioning agreements NASCAR has with tracks ends after the 2020 season. That means NASCAR could change what tracks are on the schedule.

What about the future of the All-Star Race?

O’Donnell was asked if that event could be put on a rotating basis at some point. He said: “If we’re going to do that, we need to make sure it works for both Charlotte and a potential new venue.  That is something we’ve had discussions on. … Still a little premature for 2021.”

 

2020 NASCAR Cup Schedule

DATE

RACE/TRACK

Sunday, Feb. 9

The Clash

Thursday, Feb. 13

Duel at Daytona

Sunday, Feb. 16

Daytona 500

Sunday, Feb. 23

Las Vegas Motor Speedway

Sunday, March 1

Auto Club Speedway

Sunday, March 8

ISM Raceway

Sunday, March 15

Atlanta Motor Speedway

Sunday, March 22

Homestead-Miami Speedway

Sunday, March 29

Texas Motor Speedway

Sunday, April 5

Bristol Motor Speedway

Sunday, April 19

Richmond Raceway

Sunday, April 26

Talladega Superspeedway

Sunday, May 3

Dover International Speedway

Saturday, May 9

Martinsville Speedway

Saturday, May 16

All-Star Race, Charlotte

Sunday, May 24

Charlotte Motor Speedway

Sunday, May 31

Kansas Speedway

Sunday, June 7

Michigan International Speedway

Sunday, June 14

Sonoma Raceway

Sunday, June 21

Chicagoland Speedway

Saturday, June 27

Pocono Raceway

Sunday June 28

Pocono Raceway

Sunday July 5

Indianapolis Motor Speedway

Saturday July 11

Kentucky Speedway

Sunday, July 19

New Hampshire Motor Speedway

Sunday, Aug. 9

Michigan International Speedway

Sunday, Aug. 16

Watkins Glen International

Sunday, Aug. 23

Dover International Speedway

Saturday, Aug. 29

Daytona International Speedway

PLAYOFFS BEGIN

Sunday, Sept. 6

Darlington Raceway

Saturday, Sept. 12

Richmond Raceway

Saturday, Sept. 19

Bristol Motor Speedway

Sunday, Sept. 27

Las Vegas Motor Speedway

Sunday, Oct. 4

Talladega Superspeedway

Sunday, Oct. 11

Charlotte Motor Speedway

Sunday, Oct. 18

Kansas Speedway

Sunday, Oct. 25

Texas Motor Speedway

Sunday, Nov. 1

Martinsville Speedway

Sunday, Nov. 8

ISM Raceway

Jerry Bonkowski contributed to this report