NASCAR Holdings Inc. is set to acquire International Speedway Corp. in a $2 billion deal that will give the company control of more than a dozen raceways, including Michigan International Speedway and Florida's famous Daytona International Speedway.
ISC also owns and operates Motor Racing Network, the nation's largest independent sports radio network; Racing Electronics, a leader in motorsports communication technology and equipment, and Americrown Service Corp., a subsidiary that provides catering services and food and beverage concessions.
In addition, ISC owns ONE DAYTONA, the retail, dining and entertainment development across from Daytona International Speedway in Daytona Beach, Fla., and has a 50 percent interest in the Hollywood Casino at Kansas Speedway.
The merger agreement was unanimously recommended and approved by a special committee comprised solely of independent directors of ISC board and was unanimously approved by the full board. In addition, the participating shareholders have signed a letter agreement to cause their respective shares of ISC Class A Common Stock and ISC Class B Common Stock to be transferred to NASCAR prior to the effective time of the merger.
Under the terms of the merger agreement, ISC shareholders (other than the participating shareholders) will be entitled to receive $45 in cash, without interest, for each share of ISC Class A Common Stock and ISC Class B Common Stock held immediately prior to the effective time of the merger.
The transaction, which is expected to close in calendar year 2019, is conditioned on the approval of a majority of the aggregate voting power represented by the shares of ISC Class A Common Stock and ISC Class B Common Stock not owned by the controlling shareholders of ISC, voting together as a single class. The transaction is also conditioned on other customary closing conditions.
Dean Bradley Osborne Partners LLC is serving as financial adviser to the ISC Special Committee, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel to the ISC special committee. Goldman Sachs & Co. LLC is serving as exclusive financial adviser to NASCAR, and Baker Botts L.L.P. is acting as legal counsel for NASCAR. BDT & Co. is serving as financial adviser to the France family. Saul Ewing Arnstein & Lehr LLP is acting as legal counsel to ISC.