This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2021, and amended and supplemented by Amendment No. 1 filed with the SEC on December 1, 2021 and Amendment No. 2 filed with the SEC on December 13, 2021 (the “Schedule TO”) by Speedco II, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Speedway Motorsports, LLC, (“Speedway”), a Delaware limited liability company and an indirect wholly owned subsidiary of Sonic Financial Corporation (“SFC”), a North Carolina corporation, for any and all of the outstanding shares of (i) common stock, par value $0.10 per share (“Common Stock”), and (ii) class A common stock, par value $0.10 per share (“Class A Stock”, and together with the Common Stock, the “Shares”) of Dover Motorsports, Inc., a Delaware corporation (“Dover”), at a price of $3.61 per Share, without interest, net to the seller in cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 23, 2021 (the “Offer to Purchase”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B), and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer”).
The information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference to the extent stated herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in the Schedule TO.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
Items 1 through 9 and Item 11
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
(1) The subsection entitled “Does Purchaser have the financial resources to pay for all of the Shares it is offering to purchase in the Offer?” in the Summary Term Sheet is amended and supplemented by adding “Speedway” before the term “Credit Agreement” in the third sentence.
(2) Section 9 – “Source and Amount of Funds” is amended and supplemented by deleting the first three sentences of its third paragraph and adding the following at the beginning of the third paragraph:
“The Speedway Credit Agreement, among other things, provides for a $100,000,000 revolving credit commitment that terminates in September 2024. Borrowings under the Speedway Credit Agreement bear interest at either: (i) the Eurodollar Rate (as defined in the Speedway Credit Agreement) plus, through March 31, 2022 2.75%, and thereafter, plus 1.25% to 2.25% depending on the Consolidated Total Leverage Ratio (as defined in the Speedway Credit Agreement) or, at Speedway’s option, (ii) the “base rate,” (which is defined as the highest of (a) Bank of America, N.A.’s prime rate, (b) the Federal Funds Rate (as defined in the Speedway Credit Agreement) plus 0.5%, and (c) the Eurodollar Rate plus 1%) plus, through March 31, 2022 1.75%, and thereafter, plus 0.25% to 1.25% depending on the Consolidated Total Leverage Ratio. The Speedway Credit Agreement contains a number of affirmative and negative covenants, including requirements that Speedway maintain a specified Consolidated Total Leverage Ratio, a consolidated interest coverage ratio, and a consolidated secured leverage ratio. The Speedway Credit Agreement contains customary provisions regarding LIBOR successor interest rates.”
(3) Section 9 – “Source and Amount of Funds” is amended and supplemented by deleting the last sentence of its third paragraph and adding a new paragraph immediately thereafter as follows:
“As of December 14, 2021 Speedway entered into a fourth amendment (the “Fourth Amendment”) to the Speedway Credit Agreement. The Fourth Amendment provides, among other things, for an additional term loan in the principal amount of $100,000,000 (the “Delayed Draw Term Loan”). The Delayed Draw Term Loan
