Sonic Financial Corporation (Sonic) made a non-binding proposal to acquire an additional 27.94% stake in Speedway Motorsports Inc. (NYSE:TRK) (Speedway) for approximately $220 million on April 23, 2019. Sonic offered to acquire all of the outstanding shares of Speedway’s common stock not already owned by Sonic, O. Bruton Smith, his family and entities controlled by them for cash consideration of $18 per share. Prior to the transaction, Sonic, O. Bruton Smith, his family and entities controlled by them beneficially own, directly or indirectly, approximately 29 million shares of Speedway. On July 23, 2019, Sonic entered into a definitive merger agreement to acquire the remaining 27.94% stake in Speedway for a revised consideration of $235.9 million. Under the terms of the merger agreement, Sonic will commence a tender offer no later than August 13, 2019 to acquire all of the outstanding shares of Speedway not held by Sonic for a cash consideration of $19.75 per share. The tender offer, if successful, will be followed by a statutory merger wherein each outstanding common share, restricted stock and restricted stock unit of Speedway will be converted into a right to receive the $19.75 per share offer price. Each Speedway option will be, at the time of the merger, be converted into the right to receive the excess of the offer price over the applicable exercise price. Sonic obtained a debt financing commitment from Bank of America N.A. to provide a $250 million term loan and a $100 million revolving credit facility which, together with cash on hand, available lines of credit and other sources of immediately available funds will be sufficient to pay the merger consideration. Post-closing, Speedway Motorsports will become a wholly owned subsidiary of Sonic Financial. Sonic may be required to pay a fee of $40 million while Speedway may be required to pay a fee of $24 million in the event of termination of the transaction under certain circumstances. Members of the Smith family will continue to manage and oversee Speedway Motorsports after the transaction. The proposal is subject to the approval of Speedway’s Board of Directors, the negotiation and execution of mutually acceptable definitive transaction documentation, a non-waivable condition requiring the approval of the holders of a majority of the shares of common stock that are not owned by Sonic and its affiliates and the approval by a special committee consisting of independent and disinterested directors of Speedway. The tender offer is subject to a non-waivable condition that there will have been validly tendered a number of shares greater than 50% of the outstanding shares not owned by Sonic and its affiliates immediately before the expiration of the offer. The offer is also subject to completion of a specified marketing period for the debt financing being obtained by Sonic. The tender offer is not subject to any financing condition. Consummation of the merger is subject to successful completion of the tender offer. The merger agreement was unanimously approved by the Speedway Board of Directors upon the unanimous recommendation of a special committee comprised solely of independent and disinterested members of the Board. Speedway Motorsports Inc.’s Board recommends the shareholders to accept the offer. As of August 16, 2019, Sonic Financial commenced the tender offer to acquire all of the outstanding shares of Speedway’s common stock not already owned by Sonic, O. Bruton Smith, his family and entities controlled by them for $19.75 per share in cash. The tender offer period will expire on September 16, 2019, unless the offer is extended or earlier terminated. As of September 16, 2019, the offer has expired and a total of 7.41 million shares have been tendered, representing approximately 64.8% of the shares not already owned. Closing of the merger transaction is expected to take place in the third quarter of 2019. As of September 17, 2019, the merger is anticipated to be effective as of September 17, 2019. As a consequence of the merger, each outstanding Speedway Motorsports share not tendered and purchased in the tender offer will be converted into the right to receive the same cash amount of $19.75 per share. Morgan Stanley & Co. LLC acted as financial advisor and provided a fairness opinion to the special committee of Speedway Board in connection with the offer. Eric Swedenburg, Sebastian Tiller, Jeff Levine, Joshua Harris, Jeannine McSweeney, Patricia Adams, Andrew Purcell, Nicole Humphrey, Daniel Kay, Jonathan Ozner and Kelly Karapetyan of Simpson Thacher & Bartlett LLP served as legal advisors to the special committee of Speedway Board. Richard W. Viola, Lisa Ormand Taylor and Rakesh Gopalan of McGuireWoods LLP acted as legal advisors to Speedway. BofA Merrill Lynch served as financial adviser to Sonic. Eric L. Schiele and Willard S. Boothby from Kirkland & Ellis LLP served as legal advisors to Sonic. James Greene III from Parker Poe Adams & Bernstein LLP also acted as legal advisor to Sonic. MacKenzie Partners, Inc. acted as an information agent for Speedway Motorsports Inc. American Stock Transfer & Trust Company, LLC acted as the depositary for the tender offer.