EXHIBIT 99.4
SPEEDWAY MOTORSPORTS, INC.
OFFER TO EXCHANGE
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.125% SENIOR NOTES DUE 2023 (CUSIP NOS. 847788 AS5 AND U84570 AH0)
FOR
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.125% SENIOR NOTES DUE 2023 (CUSIP NO. 847788 AT3)
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED , 2015
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2015 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer of Speedway Motorsports, Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Offer”) its 5.125% Senior Notes due 2023 that have been registered under the Securities Act of 1933, as amended, for its issued and outstanding 5.125% Senior Notes due 2023 (the “Private Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated January 27, 2015, among the Company, the guarantors listed on the signature pages thereof and the initial purchasers of the Private Notes. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.
This material is being forwarded to you as the beneficial owner of the Private Notes held by us for your account but not registered in your name.A tender of such Private Notes may only be made by us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Private Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Private Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at midnight, Charlotte, North Carolina time, on , 2015, unless extended by the Company. Any Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Private Notes.
2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions”.
3. Any transfer taxes incident to the transfer of Private Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at midnight, Charlotte, North Carolina time, on , 2015, unless extended by the Company.
If you wish to have us tender your Private Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Private Notes.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Speedway Motorsports, Inc. with respect to its Private Notes.
This will instruct you to tender the Private Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.
[ ] Please tender the Private Notes held by you for my account as indicated below:
5.125% Senior Notes due 2023
$______________________________
(Aggregate Principal Amount of Private Notes)
[ ] Please do not tender any Private Notes held by you for my account.
Dated: ___________________, 2015
Signature(s):
Print Name(s):
Print Address(es):
Area Code and Telephone Number(s):
Tax Identification or Social Security Number(s):
None of the Private Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Private Notes held by us for your account.
