August 5, 2019
McGuireWoods serves as legal counsel to Speedway Motorsports Inc. (SMI) in a major deal that will realign ownership of some of the nation’s most storied NASCAR racing venues, including Charlotte Motor Speedway, Atlanta Motor Speedway and Texas Motor Speedway.
The agreement, announced July 24, calls for the privately held Sonic Financial Corp. to launch a tender offer for all outstanding shares of SMI not already owned by it or its affiliates at $19.75 per share, or $233.8 million in the aggregate. That represents a premium of 42 percent over SMI’s closing stock price on April 23 — a day before Sonic Financial’s nonbinding proposal was first publicly announced — and an implied enterprise value of over $1 billion.
Sonic Financial owner O. Bruton Smith, his family and related entities already control 71 percent of SMI stock. After completion of the tender offer, Sonic Financial will complete the take-private transaction by acquiring all remaining shares of SMI stock through a “second-step” statutory merger without requiring stockholder approval. The deal is expected to close in the third quarter of this year.
Partner Rakesh Gopalan led the McGuireWoods deal team, which also included deputy managing partner Richard W. Viola, partner Lisa Ormand Taylor, and associates David S. Wolpa and Kendall Manning.
“We are pleased to represent Speedway Motorsports in this important deal, which will enable the company to maintain its focus on operating outstanding facilities in the industry’s premier markets,” Gopalan said.
Speedway Motorsports is a leading national marketer and promoter of motorsports entertainment. Besides its Atlanta, Charlotte and Fort Worth, Texas, tracks, SMI, through its subsidiaries, owns and operates Bristol Motor Speedway, Kentucky Speedway, Las Vegas Motor Speedway, New Hampshire Motor Speedway and Sonoma Raceway.
McGuireWoods consistently ranks among the top law firms in league tables for M&A deals. The firm remained a dominant player advising clients in M&A transactions through the first half of 2019, earning top five rankings for U.S. deal count and top 10 rankings for global transactions in league tables published by Refinitiv and Bloomberg. McGuireWoods also is a leader in advising corporate issuers and underwriters in securities and capital markets transactions.