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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

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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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Stewart-Haas Racing reveals new sponsor for Clint Bowyer

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RICHMOND, Va. — Stewart-Haas Racing announced Friday that Toco Warranty will be the primary sponsor on Clint Bowyer’s car for four races this season.

Toco Warranty will be the primary sponsor on Bowyer’s car at Talladega Superspeedway (April 28), the All-Star Race at Charlotte Motor Speedway (May 18), at Chicagoland Speedway (June 30) and at Las Vegas Motor Speedway (Sept. 15). Toco Warranty will be an associate sponsor at all other Cup races.

Toco Warranty also will be co-primary sponsor with Tony Stewart Racing’s sprint car of 10-time and reigning World of Outlaws champion Donny Schatz. Toco Warranty also will be an associate sponsor on Stewart’s sprint car. Stewart is scheduled to compete in more than 90 winged sprint car races this year.

Toco Warranty is a new generation of vehicle service contracts with pay-as-you go monthly plans.

“We’re obviously very pleased to welcome Toco Warranty to SHR and TSR,” said Stewart, the three-time Cup champion who formed TSR back in 2001 and co-owns SHR with Gene Haas. “Clint Bowyer and Donny Schatz are great racecar drivers with strong and compelling personalities who can deliver for Toco Warranty on and off the track.”

“Toco Warranty is all about helping people take care of their cars quickly and efficiently, and nowhere is speed and efficiency more prominent than in racing,” said Nota Berger, CEO, Toco Warranty. “We’ve found great partners in Stewart-Haas Racing and Tony Stewart Racing and strong, relatable personalities in Clint Bowyer, Donny Schatz and Tony Stewart to increase recognition for our simple and affordable vehicle service contracts. They’ll help showcase our practical and straightforward plans which clearly outline what is and isn’t covered while requiring no major up-front investment or long-term contract.”

2020 Cup schedule features new finale, doubleheader weekend and more

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The 2020 Cup season will end at a different site for the first time in nearly two decades, one of many changes that includes a doubleheader weekend, date swapping among iconic tracks and the season concluding earlier.

The championship race moves to ISM Raceway near Phoenix. It replaces Homestead-Miami Speedway, which has been the season finale since 2002.

Next year’s finale at ISM Raceway will be Nov. 8, marking the earliest finish to the Cup schedule since 1998, which also ended Nov. 8.

Here are among the changes to the schedule:

# Homestead-Miami Speedway moves from its season-ending spot to March 22 and will be the sixth race of the season.

# Daytona’s second race will move from its traditional July date to Aug. 29 (a Saturday) and be the regular-season finale.

# Indianapolis Motor Speedway’s date moves from September to July 5 and takes Daytona’s spot.

# Bristol’s August date moves to Sept. 19 (a Saturday) and will be in the playoffs. It will be the cutoff race for the first round.

# Martinsville’s fall race becomes the cutoff race for the third round of the playoffs on Nov. 1.

# Martinsville’s spring race moves from March to May 9 (Mother’s Day weekend) and will be held on Saturday. Clay Campbell, president of Martinsville Speedway, said in a statement: “This is a very exciting day for Martinsville Speedway. It’s a question we’ve gotten from fans literally every day since we installed the lights and we are now able to say, ‘May 9, 2020.’ So, this is a very exciting day for everyone involved.”

# Pocono will host a doubleheader weekend with Cup races on June 27 and June 28. Race lengths have yet to be announced for those events. Nick Igdalsky, president and CEO of Pocono Raceway, said in a statement: “Pocono Raceway will be a marquee, bucket-list event next year. We will be the first track to host two, points-paying Cup races in consecutive dates in NASCAR’s modern era (1972-present).”

# The West Coast swing — Las Vegas, ISM Raceway and Auto Club Speedway — will follow the Daytona 500.

# Atlanta Motor Speedway moves off its February date as the second race of the season to March 15 and will be the fifth race of the year.

# The Southern 500 at Darlington Raceway will begin the playoffs on Sept. 6.

Here is the 2020 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