EX-99.A1V 6 ex_155183.htm EXHIBIT (A)(1)(V) ex_155183.htm

Exhibit (a)(1)(v)

 

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Speedway Motorsports, Inc.
at
$19.75 Net per Share
Pursuant to the Offer to Purchase Dated August 16, 2019
by
Speedco, Inc.,
a wholly owned subsidiary of
Sonic Financial Corporation

 

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE ONE MINUTE PAST 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 16, 2019, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

 

To Our Clients:

 

Enclosed for your consideration are the Offer to Purchase dated August 16, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, collectively the “Offer”) in connection with the offer by Speedco, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Sonic Financial Corporation, a North Carolina corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Speedway Motorsports, Inc., a Delaware corporation (the “Company”), for $19.75 per Share (the “Offer Price”), net to the holder in cash, without interest and less any required withholding taxes, and upon the terms and subject to the conditions set forth in the Offer. Also enclosed is the Company’s Solicitation/Recommendation Statement on Schedule 14D-9.

 

We or one of our nominees is the holder of record of Shares held for your account. A tender of such Shares can be made only by us or our applicable nominee as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us or our nominees for your account.

 

We request instructions as to whether you wish us to tender any or all of the Shares held by us or our nominees for your account, upon the terms and subject to the conditions set forth in the Offer.

 

Your attention is directed to the following:

 

  1. The Offer Price is $19.75 per Share, net to the holder in cash, without interest, subject to any required withholding of taxes and upon the terms and subject to the conditions set forth in the Offer.
     
 

2.

The Offer is being made for all outstanding Shares.

 

 

3.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 23, 2019 (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), among the Company, Parent and Purchaser. The Merger Agreement provides, among other things, that, as soon as practicable (and, in any event, no later than the first business day) after consummation of the Offer and subject to the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than shares held by the Company, any of its subsidiaries, Parent, Purchaser or any other wholly owned subsidiary of Parent, or any stockholders who have properly exercised their appraisal rights under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will be converted into the right to receive the Offer Price, net to the holder in cash, without interest and less any required withholding taxes. No appraisal rights are available in connection with the Offer. However, pursuant to the DGCL, if the Merger is consummated, stockholders who do not tender their Shares in the Offer will have the right, by fully complying with the applicable provisions of Section 262 of the DGCL, to choose not to accept the consideration payable for their Shares pursuant to the Merger, and instead to demand an appraisal of their Shares by the Court of Chancery of the State of Delaware and receive a cash payment of the “fair value” of their Shares as of the effective time of the Merger as determined by the Court of Chancery of the State of Delaware. The “fair value” of such Shares as of the effective time of the Merger may be more than, less than, or equal to the Offer Price. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.

 

 

 

 

 

4.

The board of directors of the Company, in reliance on the unanimous recommendation of a special committee comprised solely of independent directors, has duly and unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) approved and adopted the Merger Agreement and declared it advisable for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger; (iii) approved the execution and delivery by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; and (iv) recommended that the stockholders of the Company accept the Offer and tender their shares to Purchaser pursuant to the offer. The Company has informed us that, to its knowledge, all of its directors and executive officers (other than directors and executive officers affiliated with Parent) intend to tender all of their transferrable Shares pursuant to the Offer.

 

 

5.

The Offer and withdrawal rights expire one minute past 11:59 p.m., New York City time, on September 16, 2019, unless the Offer is extended (as it may be extended, the “Expiration Time”).

 

 

6.

The Offer is conditioned upon, among other things, there having been validly tendered (and not validly withdrawn) in accordance with the terms of the Offer, prior to the expiration of the Offer, a number of Shares that represents at least a majority of the Shares outstanding not owned by Parent or its affiliates or certain other stockholders of the Company specified in the Merger Agreement (which condition cannot be waived) and other customary closing conditions. These and other conditions to the Offer are described in Section 15 of the Offer to Purchase.

 

 

7.

Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise set forth in Instruction 6 of the Letter of Transmittal. However, federal income tax backup withholding at a current rate of 24% may be required, unless the required taxpayer identification information is provided and certain certification requirements are met, or unless an exemption is established. See Instruction 8 of the Letter of Transmittal.

 

If you wish to have us or our nominees tender any or all of your Shares, please complete, sign, detach and return the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form. Your prompt action is requested. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Time.

 

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

 

2

 

 

Instruction Form with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Speedway Motorsports, Inc.
at
$19.75 Net per Share
Pursuant to the Offer to Purchase Dated August 16, 2019
by
Speedco, Inc.,
a wholly owned subsidiary of
Sonic Financial Corporation

 

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 16, 2019, and the related Letter of Transmittal (collectively, as may be amended or supplemented from time to time, the “Offer”), in connection with the offer by Speedco, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Sonic Financial Corporation, a North Carolina corporation (“Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Speedway Motorsports, Inc., a Delaware corporation (the “Company”), at a purchase price of $19.75 per Share, net to the holder in cash, without interest and less any required withholding taxes, and upon the terms and subject to the conditions set forth in the Offer.

 

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below (or if no number is indicated below, all Shares) held by you or your nominees for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer furnished to the undersigned. The undersigned understands and acknowledges that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Shares made on my behalf will be determined by Purchaser in its sole discretion.

 

The method of delivery of this Instruction Form is at the election and risk of the tendering stockholder. This Instruction Form should be delivered to us in time to permit us to submit the tender on your behalf prior to the expiration of the Offer.

 

Number of Shares tendered:

_____________ Shares

 

 

         
  Dated:      
    (Signature(s))    
               
     
  (Please Print Name(s))  
     
     
  Address          
  (Include Zip Code)  
               
  Area Code and Telephone No.      
               
  Taxpayer Identification or Social Security No.    
               

 

Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account. Please provide title if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity. Please return this form to the brokerage firm or other nominee maintaining your account.