Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2021, in connection with the Merger (as described in Item 2.01
below), Dover Motorsports, Inc. (the "Company") and its wholly owned
subsidiaries Dover International Speedway, Inc. and Nashville Speedway, U.S.A.,
Inc., (collectively, the "Borrowers"), amended its credit agreement with its
bank group. Among other things, the credit facility was modified to: remove
certain affirmative covenants relating to subsidiaries and operating accounts;
modify covenants relating to investments, equity interests and fundamental
transactions in connection with the Merger; reduce the total available
borrowings under the facility to $12,000,000. Separately, PNC Bank, National
Association, has been appointed as administrative agent. As of December 22,
2021, there are no borrowings outstanding under the credit facility.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on November 8, 2021, Dover Motorsports, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Speedway Motorsports, LLC ("Speedway") and Speedco II, Inc., a wholly owned
subsidiary of Speedway ("Purchaser").
Pursuant to the Merger Agreement, Purchaser conducted a tender offer (the
"Offer") to purchase all of the outstanding shares of Common Stock of the
Company, par value $0.10 per share, and all of the outstanding shares of Class A
common stock, par value $0.10 per share (collectively, the "Shares") in exchange
for $3.61 per share in cash without interest and less any applicable taxes
required to be deducted or withheld in respect thereof (the "Offer Price").
The Offer and withdrawal rights expired one minute past 11:59 p.m., New York
City time, on December 21, 2021 (the "Expiration Time"). American Stock
Transfer & Trust Company, LLC, the depositary for the Offer (the "Depositary"),
has advised Speedway and Purchaser that, as of immediately prior to the
Expiration Time, a total of 32,932,500 Shares (including 18,466,739 of Class A
Common Stock) had been validly tendered, and not validly withdrawn, pursuant to
the Offer, representing approximately 90.5% of the Company's outstanding Shares.
In addition, Notices of Guaranteed Delivery have been delivered for 297,952
Shares, representing approximately 0.8% of the outstanding Shares.
The number of Shares that had been validly tendered, and not validly withdrawn,
pursuant to the Offer (excluding Shares with respect to which Notices of
Guaranteed Delivery were received by the Depositary, but which Shares such
Notices of Guaranteed Delivery represent were not yet delivered to the
Depositary) immediately prior to the Expiration Time satisfied the Minimum
Condition (as defined in the Merger Agreement), and all other conditions to the
Offer were satisfied or waived. At approximately 8:00 a.m. on December 22, 2021
, Purchaser accepted for payment all Shares validly tendered, and not validly
withdrawn, pursuant to the Offer.
On December 22, 2021, at approximately 9:00 a.m. (the "Effective Time"),
following the consummation of the Offer, Purchaser merged with and into the
Company (the "Merger" and, together with the Offer, the "Transactions") pursuant
to Section 251(h) of the General Corporation Law of the State of Delaware (the
"DGCL"), pursuant to the filing of a Certificate of Merger (the "Certificate of
Merger") which, based on the number of Shares held by Purchaser, permitted the
consummation of the Merger without any vote of the Company stockholders. At the
Effective Time, each Share that was not tendered in the Offer, other than
Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement),
was converted into the right to receive the Offer Price, less any applicable
withholding taxes and without interest (the "Merger Consideration"). In
addition, as of the Effective Time, each Company Equity Award (as defined in the
Merger Agreement) that was outstanding immediately prior to the Effective Time,
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On December 22, 2021, the Company notified The New York Stock Exchange ("NYSE")
of the consummation of the Merger, requested that NYSE suspend trading of the
Shares effective prior to the opening of markets on December 22, 2021, and
requested that NYSE file with the Securities and Exchange Commission ("SEC") a
Form 25 Notification of Removal from Listing and/or Registration to delist and
deregister the Shares, which were previously traded under the symbol "DVD",
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company intends to file with the SEC a certification on
Form 15 under the Exchange Act, requesting the suspension of the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act with
respect to the Shares.
--------------------------------------------------------------------------------
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in Items 2.01, 3.01, 5.01 and 5.03 is incorporated
herein by reference.
Item 5.01 Change of Control of Registrant.
As a result of the Offer and the Merger, a change in control of the Company
occurred. Upon the Effective Time, the Company became a wholly owned subsidiary
of Speedway.
The information set forth in Items 2.01, 5.02 and 5.03 is incorporated herein by
reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, each of Henry Tippie, Radcliffe Hastings, Denis
McGlynn, Patrick Bagley, Jeffrey Rollins, Timonthy Horne, Michael Tatioan and
Anastasia Nardangeli resigned as a member of the Company board of directors (the
"Board") and from all committees of the Board on which such director served,
effective as of the Effective Time. Such resignations were not in connection
with any disagreement between any of the directors and the Company. Pursuant to
the Merger Agreement, at the Effective Time and as a result of the Merger,
Marcus G. Smith, Williams R. Brooks and Michael D. Burch, the directors of
Purchaser immediately prior to the Merger Effective Time, became the directors
of the Company and the officers of the Purchaser immediately prior to the Merger
Effective Time, became the officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the
Company's certificate of incorporation was amended and restated and the
Company's bylaws were amended and restated. Copies of the Certificate of
Incorporation and Bylaws effective as of the Merger Effective Time are filed as
Exhibits 3.2 and 3.3 to this Current Report on Form 8-K, respectively, and are
incorporated herein by reference.
Following the completion of the Merger, the newly constituted board of directors
of the Company approved and recommended that the sole stockholder of the Company
approve a plan of conversion to effect the conversion of the Company from a
Delaware corporation to a Delaware limited liability company (the "Conversion")
and a change in the Company's name to Dover Motorsports, LLC (the "Converted
Company"), which plan was subsequently approved by Speedway, the sole
stockholder of the Company following the transactions contemplated by the Merger
Agreement, by written consent. On December 22, 2021, the Company filed a
certificate of conversion with the Secretary of State for the State of Delaware
to effect the Conversion as of 12:01 a.m. New York City time on December 23,
2021. The sole stockholder also approved the form of limited liability company
agreement of the Company (the "Operating Agreement").
The foregoing descriptions of the Plan of Conversion, the Certificate of
Conversion and the Operating Agreement do not purport to be complete and are
qualified in their entirety by reference to Exhibits 2.2, 3.4, and 3.5 to this
Current Report on Form 8-K, respectively, which are incorporated herein by
reference.
Item 8.01 Other Information
On December 22, 2021, the Company and Speedway issued a joint press release
relating to the expiration and results of the Offer and the expected
consummation of the Merger (the "Press Release"). A copy of the Press Release is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as of November 8, 2021, by
and among Dover Motorsports, Inc., Speedway Motorsports, LLC and
Speedco II, Inc. (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on November 9,
2021).
2.2* Plan of Conversion of Dover Motorsports, Inc. into Dover
Motorsports, LLC, a Delaware limited liability company.
3.1 Certificate of Merger of Speedco II, Inc. into Dover
Motorsports, Inc.
3.2 Amended and Restated Certificate of Incorporation of Speedway
Motorsports, Inc. (included in Exhibit 3.1)
3.3 Amended and Restated Bylaws of Dover Motorsports, Inc.
3.4 Certificate of Conversion and Formation of Dover Motorsports,
Inc., a Delaware corporation, into Dover Motorsports, LLC, a
Delaware limited liability company.
3.5 Operating Agreement of Dover Motorsports, LLC.
99.1 Joint press release of Speedway Motorsports, LLC and Dover
Motorsports, Inc. issued on December 22, 2021 (incorporated by
reference from Exhibit (a)(5)(B) to Amendment No. 4 to the
Schedule TO filed on December 22, 2021).
* Schedules and Exhibits have been omitted pursuant to Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
DOVER MOTORSPORTS, INC. 
