UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 8, 2013
SPEEDWAY MOTORSPORTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Other Jurisdiction
of Incorporation)
| 1-13582 | 51-0363307 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 5555 Concord Parkway South, Concord, NC | 28027 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(704) 455-3239
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
Senior Note Offering.
On January 8, 2013, Speedway Motorsports, Inc., a Delaware corporation (the “Company”), issued a press release announcing its private offering of an additional $100 million aggregate principal amount of 6 3/4% Senior Notes due 2019 (the “Additional Notes”). The Additional Notes are being offered as additional notes under the Indenture, dated as of February 3, 2011, among the Company, certain of the Company’s subsidiaries, each as a guarantor of the Additional Notes, and U.S. Bank National Association, as trustee, pursuant to which the Company previously issued $150 million aggregate principal amount of 6 3/4% Senior Notes due 2019 (the “Initial Notes”). The Additional Notes will have substantially identical terms and will constitute part of the same series as the Initial Notes.
The Company intends to use the proceeds from the offering to reduce the outstanding borrowings under our existing credit facility, the principal outstanding balance of which is approximately $95 million, with the balance for general corporate purposes. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The information furnished in this Current Report on Form 8-K, including the information included in Exhibit 99.1, is neither an offer to sell nor the solicitation of an offer to buy the Additional Notes.
Affirmation of 2012 Earnings Guidance.
In connection with offering the Additional Notes, the Company is affirming its previously issued full year 2012 guidance of $0.75-$0.95 per diluted share from continuing operations. The wide range of earnings guidance reflects the continuing negative impact of difficult and uncertain economic conditions, including high unemployment and consumer costs. The guidance also reflects expiration of Infineon Raceway’s naming rights agreement and reduced NASCAR ancillary rights revenues.
Credit Facility Refinancing
The Company also announced that it anticipates replacing its existing credit facility with a new credit facility following the issuance of the Additional Notes and is currently negotiating a term sheet with certain lenders that would:
| • | provide for aggregate borrowings of up to $350,000,000, consisting of a $100,000,000 revolving credit facility and a $250,000,000 term loan facility with a six-month delay draw period; |
| • | be secured by a first priority lien on the capital stock of the Company’s subsidiaries; |
| • | include an “accordion” feature that would provide for additional borrowings of up to $100,000,000, subject to meeting specified conditions; |
| • | mature in five years; and |
| • | contain various covenants, payment restrictions and other terms and conditions consistent with, although not identical to, those contained in the Company’s existing credit facility. |
Loans under such new credit facility would bear interest at rates to be determined at the time of execution. There can be no assurance that the Company will be able to obtain such refinancing on satisfactory terms and conditions, or at all.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of Speedway Motorsports, Inc. dated January 8, 2013. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPEEDWAY MOTORSPORTS, INC. | ||||
| January 8, 2013 | By: | /s/ William R. Brooks | ||
| William R. Brooks | ||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||
Exhibit 99.1
SPEEDWAY MOTORSPORTS, INC. ANNOUNCES
$100 MILLION “ADD ON” SENIOR NOTES OFFERING
Concord, North Carolina (January 8, 2013) — Speedway Motorsports, Inc. (NYSE: TRK) (the “Company”) is initiating an offering, subject to market and other conditions, of an additional $100 million of 6 3/4% Senior Notes due 2019 (the “Additional Notes”). The Company intends to use the proceeds from the offering to repay $95 million of outstanding term loans under the Company’s existing credit facility, representing all facility borrowings outstanding, with the balance for general corporate purposes.
The Company issued $150.0 million principal amount of 6 3/4% Senior Notes due 2019 on February 3, 2011 (the “Existing Notes”), which were exchanged for registered notes in May 2011. The Additional Notes and the Existing Notes will have the same terms and ranking and will be treated as a single class for all purposes under the indenture (including, without limitation, waivers, amendments, redemptions and other offers to purchase).
The Additional Notes will be offered and sold to “qualified institutional buyers” in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes will be guaranteed on an unsecured, senior basis by each of the Company’s operative subsidiaries, except for Oil-Chem Research Corporation and its subsidiaries.
The Additional Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release will not constitute an offer to sell or a solicitation of an offer to purchase the Additional Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Speedway Motorsports, Inc.
Speedway Motorsports, Inc. is a leading marketer, promoter and sponsor of motorsports entertainment in the United States. The Company, 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. The Company provides souvenir merchandising services through its SMI 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. The Company also equally owns Motorsports Authentics, a joint venture with International Speedway Corporation to produce, market and sell licensed motorsports merchandise.
This news release contains forward-looking statements concerning the Company’s offering of Additional Notes. The terms of, and the Company’s ability to complete, the Additional Notes offering will depend upon prevailing market conditions and other factors including, but not limited to, economic factors, geopolitical conditions, weather, the success of NASCAR and others as sanctioning bodies, capital projects and expansion, financing needs, and a host of other factors both within and outside of management control. These factors and other factors, including those contained in our Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, involve certain risks and uncertainties that could cause actual results or events to differ materially from management’s views and expectations. Inclusion of any information or statement in this news release does not necessarily imply that such information or
statement is material. The Company does not undertake any obligation to release publicly revised or updated forward-looking information, and such information included in this news release is based on information currently available and may not be reliable after this date.
Janet Kirkley 704-532-3318
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