SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SPEEDWAY MOTORSPORTS, LLC
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
847788106
(CUSIP Number)
James N. Greene
Parker Poe Adams & Bernstein LLP
401 South Tryon Street, Suite 3000
Charlotte, North Carolina 28202
(704) 372-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 17, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule 13D because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 847788106
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1 |
Name of reporting persons O. Bruton Smith |
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Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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SEC use only |
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Source of funds (see instructions) AF |
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Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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6 |
Citizenship or place of organization United States |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 11,376 |
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8 |
Shared voting power 36,414,631 |
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9 |
Sole dispositive power 11,376 |
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Shared dispositive power 36,414,631 |
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11 |
Aggregate amount beneficially owned by each reporting person 36,426,007* |
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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Percent of class represented by amount in Row (11) 89.2%** |
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Type of reporting person (see instructions) IN |
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* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
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1 |
Name of reporting persons Sonic Financial Corporation |
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Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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SEC use only |
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Source of funds (see instructions) WC, BK |
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Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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Citizenship or place of organization North Carolina |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 31,114,631 |
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8 |
Shared voting power 0 |
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Sole dispositive power 31,114,631 |
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Shared dispositive power 0 |
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Aggregate amount beneficially owned by each reporting person 31,114,631* |
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12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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Percent of class represented by amount in Row (11) 76.2%** |
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Type of reporting person (see instructions) CO |
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* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
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1 |
Name of reporting persons OBS Holdings, LLC |
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2 |
Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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3 |
SEC use only |
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Source of funds (see instructions) AF |
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5 |
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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6 |
Citizenship or place of organization North Carolina |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 5,300,000 |
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8 |
Shared voting power 0 |
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Sole dispositive power 5,300,000 |
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10 |
Shared dispositive power 0 |
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Aggregate amount beneficially owned by each reporting person 5,300,000 |
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12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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Percent of class represented by amount in Row (11) 13.0%* |
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Type of reporting person (see instructions) OO |
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* Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
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1 |
Name of reporting persons Marcus G. Smith |
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2 |
Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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3 |
SEC use only |
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Source of funds (see instructions) AF |
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5 |
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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6 |
Citizenship or place of organization United States |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 139,190(1) |
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8 |
Shared voting power 36,414,631 |
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Sole dispositive power 139,190 (1) |
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Shared dispositive power 36,414,631 |
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11 |
Aggregate amount beneficially owned by each reporting person 36,553,821(1)* |
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12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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Percent of class represented by amount in Row (11) 89.5%** |
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Type of reporting person IN |
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(1) Excludes 127,258 restricted stock units granted to Marcus Smith under the Speedway Motorsports, Inc. 2013 Stock Incentive Plan, as amended and restated as of April 19, 2017, which are subject to performance- and time-based vesting conditions.
* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
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1 |
Name of reporting persons B. Scott Smith |
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2 |
Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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3 |
SEC use only |
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4 |
Source of funds (see instructions) AF |
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5 |
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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6 |
Citizenship or place of organization United States |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 9,745 |
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8 |
Shared voting power 36,414,631 |
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Sole dispositive power 9,745 |
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Shared dispositive power 36,414,631 |
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Aggregate amount beneficially owned by each reporting person 36,424,376* |
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12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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Percent of class represented by amount in Row (11) 89.2%** |
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Type of reporting person IN |
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* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
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1 |
Name of reporting persons David Bruton Smith |
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2 |
Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐ |
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3 |
SEC use only |
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Source of funds (see instructions) AF |
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5 |
Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
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6 |
Citizenship or place of organization United States |
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Number of shares beneficially owned by each reporting person with: |
7 |
Sole voting power 0 |
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8 |
Shared voting power 36,414,631 |
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9 |
Sole dispositive power 0 |
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10 |
Shared dispositive power 36,414,631 |
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11 |
Aggregate amount beneficially owned by each reporting person 36,414,631* |
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12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐ |
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13 |
Percent of class represented by amount in Row (11) 89.1%** |
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Type of reporting person IN |
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* Includes shares validly tendered in the Offer as of one minute past 11:59 p.m., New York City time, on September 16, 2019 (excluding shares delivered pursuant to guaranteed delivery instructions for which certificates had not yet been delivered as of September 16, 2019).
** Calculated based on an aggregate of 40,853,902 shares of Common Stock outstanding on July 19, 2019, as reported in the Company's Form 8-K filed with the SEC on July 24, 2019.
CUSIP No. 847788106
EXPLANATORY NOTE
This Amendment No. 5 amends and supplements the information set forth in the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by a group consisting of O. Bruton Smith (“Bruton Smith”), Sonic Financial Corporation, a North Carolina corporation (“SFC”), OBS Holdings, LLC, a North Carolina limited liability company (“Holdings”), Marcus G. Smith (“Marcus Smith”), B. Scott Smith (“Scott Smith”) and David Bruton Smith (“David Smith” and all of the foregoing, collectively, the “Reporting Persons”), last amended and restated on April 24, 2019 and amended on July 26, 2019 (as so amended and restated, the “Existing Schedule”) relating to the common stock, par value $.01 per share (the “Common Stock”), of Speedway Motorsports, Inc., a Delaware corporation (the “Company”). On September 18, 2019, the Company was converted from a Delaware corporation to a Delaware limited liability company and the name of the Company was changed to Speedway Motorsports, LLC. Information set forth in response to any item of the Existing Schedule, as amended and supplemented by this Amendment No. 5 (as so amended and supplemented, this “Schedule”), shall be deemed to be a response to all other items hereof to which such information is relevant.
The Existing Schedule is hereby amended and supplemented as follows:
Item 4. Purpose of Transaction.
Item 4 of the Existing Schedule is hereby amended by adding the following:
The Offer and withdrawal rights expired one minute past 11:59 p.m., New York City time, on September 16, 2019 (the “Expiration Time”). American Stock Transfer & Trust Company, LLC (the “Depositary”) advised SFC and Merger Sub that, as of immediately prior to the Expiration Time, a total of 7,414,631 Shares had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 64.8% of the 11,434,595 outstanding shares of Common Stock not owned by any of the Reporting Persons and certain individuals specified in the Merger Agreement. In addition, Notices of Guaranteed Delivery were delivered for 3,524,141 shares of Common Stock as of September 16, 2019, representing approximately 30.8% of the outstanding shares of Common Stock not owned by any of the Reporting Persons and certain individuals specified in the Merger Agreement.
The number of shares of Common Stock that had been validly tendered (and not validly withdrawn) pursuant to the Offer (excluding shares of Common Stock tendered pursuant to Notices of Guaranteed Delivery for which certificates or confirmations of book-entry transfer had not yet been received by the Depositary) immediately prior to the Expiration Time satisfied the non-waivable condition that there be validly tendered in the Offer (and not validly withdrawn) a number of shares of Common Stock greater than 50% of the outstanding shares of Common Stock not owned by any of the Reporting Persons and certain individuals specified in the Merger Agreement, and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Time, Merger Sub accepted for payment all shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer.
On September 17, 2019, following the consummation of the Offer, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of SFC. Prior to the consummation of the Merger (but following the consummation of the Offer), Holdings was merged with and into SFC. At the Effective Time, each outstanding share of Common Stock of the Company (other than shares held by the Company, any of its subsidiaries, SFC, Merger Sub or any other wholly owned subsidiary of SFC, or by any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law) will be converted into the right to receive the Offer Price of $19.75 in cash, without interest and less any required withholding taxes. Instructions outlining the steps required to be taken to obtain the merger consideration will be mailed to stockholders of the Company who did not tender their shares of Common Stock in the Offer.
Following consummation of the Merger, SFC intends to cause all shares of Common Stock to be delisted from NYSE and deregistered under the Exchange Act.
On September 17, 2019, SFC and the Company issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit 99.7 to this Schedule and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following:
The description in Item 4 is incorporated by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Existing Schedule is hereby amended by adding the following:
The description in Item 4 is incorporated by reference.
Item 7. Material to Be Filed as Exhibits.
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Exhibit No. |
Description |
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99.7 |
Joint press release issued by SFC and the Company dated September 17, 2019 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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/s/ O. Bruton Smith |
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O. Bruton Smith |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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SONIC FINANCIAL CORPORATION |
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By: |
/s/ William R. Brooks |
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Name: William R. Brooks |
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Title: Vice President |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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OBS HOLDINGS, LLC |
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By: |
/s/ William R. Brooks |
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Name: William R. Brooks |
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Title: Vice President |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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/s/ Marcus G. Smith |
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Marcus G. Smith |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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/s/ B. Scott Smith |
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B. Scott Smith |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated September 19, 2019
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/s/ David Bruton Smith |
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David Bruton Smith |
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Exhibit 99.7
SONIC FINANCIAL CORPORATION PURCHASES SHARES IN TENDER OFFER FOR SPEEDWAY MOTORSPORTS, INC.
CONCORD, NC (September 17, 2019) – Sonic Financial Corporation (“Sonic Financial”) and Speedway Motorsports, Inc. (NYSE: TRK, “Speedway Motorsports”) today announced that Sonic Financial’s tender offer to purchase all outstanding shares of common stock of Speedway Motorsports expired one minute past 11:59 p.m., New York City time, on September 16, 2019. A subsidiary of Sonic Financial has accepted for payment all shares of Speedway Motorsports that were validly tendered and not validly withdrawn prior to the expiration of the tender offer at a price of $19.75 per share, in accordance with the terms and conditions of the tender offer.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised that, as of immediately prior to the expiration of the tender offer, a total of 7,414,631 shares of Speedway Motorsports had been validly tendered and not validly withdrawn in the tender offer, representing approximately 64.8% of the 11,434,595 outstanding shares of Speedway Motorsports not owned by Sonic Financial, O. Bruton Smith, his family and certain other related or affiliated persons.
Sonic Financial intends to promptly complete the acquisition of all shares of Speedway Motorsports through a merger of Speedway Motorsports and a subsidiary of Sonic Financial, without a vote of Speedway Motorsports stockholders, in accordance with Delaware law. 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, without interest and less any required withholding taxes, that was offered in the tender offer. Following completion of the merger, Speedway Motorsports will become a wholly owned subsidiary of Sonic Financial, and Speedway Motorsports shares will cease to be traded on the New York Stock Exchange.
About Speedway Motorsports, Inc.
Speedway Motorsports is a leading marketer and promoter of motorsports entertainment in the United States. Speedway Motorsports, through its subsidiaries, owns and operates the following premier facilities: Atlanta Motor Speedway, Bristol Motor Speedway, Charlotte Motor Speedway, Kentucky Speedway, Las Vegas Motor Speedway, New Hampshire Motor Speedway, Sonoma Raceway and Texas Motor Speedway. Speedway Motorsports provides souvenir merchandising services through its Speedway Motorsports, Inc. Properties subsidiaries; manufactures and distributes smaller-scale, modified racing cars and parts through its US Legend Cars International subsidiary; and produces and broadcasts syndicated motorsports programming to radio stations nationwide through its Performance Racing Network subsidiary.
For more information, please visit the Speedway Motorsports website at: www.speedwaymotorsports.com.
About Sonic Financial Corporation
Sonic Financial is a privately held corporation controlled by O. Bruton Smith and members of his family and affiliated entities and trusts. Sonic Financial was incorporated in 1987 and is based in Charlotte, North Carolina. In addition to its shares in Speedway Motorsports, Sonic Financial holds shares in Sonic Automotive, Inc., a publicly traded automotive retailer.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, including statements relating to the anticipated acquisition of Speedway Motorsports by Sonic Financial and other matters that are not historical facts. Statements in this news release that relate to future results and events are forward-looking statements based on Sonic Financial’s current plans and expectations and are subject to a number of risks and uncertainties, including risks and uncertainties with respect to Sonic Financial, Speedway Motorsports, the tender offer or the anticipated merger, that could cause actual results to differ materially from those described in these forward-looking statements.
Contact: Janet Kirkley, 704-532-3318