July 18, 2019
Via Email
W. Garrett Crotty
International Speedway Corporation
One Daytona Boulevard
Daytona Beach, FL 32114
Re: International Speedway Corp.
PREM14A filed July 5, 2019
File No. 0-02384
Schedule 13E-3 filed July 5, 2019
Filed by NASCAR Holdings, Inc. et al.
File No. 5-36579
Dear Crotty:
The staff in the Office of Mergers and Acquisitions has reviewed the
filings listed above.
We have limited our review of your proxy statement and Schedule 13E-3 to those
issues we have
addressed in the comments below. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your
filings, by
providing the requested information, or by advising us when you will provide
the requested
response. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments. Defined terms used
here have
the same meaning as in your proxy statement.
Schedule 14A filed July 5, 2019
Litigation, page 11
1. It appears that the plaintiffs in the Shareholder Lawsuit participated in
the negotiation of
the merger and in this role "reviewed materials and participated in
discussions with the
Special Committee and its advisors" during that process. In addition,
they also reviewed
W. Garrett Crotty
International Speedway Corp.
July 18, 2019
Page 2
and had the opportunity to provide comments on this proxy statement.
Your disclosure
indicates that the plaintiffs have determined not to challenge the
Merger and that the
"parties have reached an agreement in principle to settle the
litigation." Please
supplementally describe, with a view to further disclosure, the terms of
the agreement in
principal reached by the parties and referenced here. In addition,
supplementally indicate
whether the plaintiffs were subject to a confidentiality agreement as
part of their
participating in the negotiation process.
2. The reports included as Exhibits 99(C)(10) and (11) to the Schedule 13E-3
appear to be
reports by outside parties received by the filing persons and materially
related to the
Merger. Therefore, they must be summarized in the proxy statement. See
Item 9 of
Schedule 13E-3. In addition, the information required by Item 1015(b) of
Regulation M-
A must be provided as to the persons who prepared each report. If the
preparers were not
engaged by the Company, please include explanatory language about how the
Company
came to be in possession of those reports.
Reasons for the Merger; Recommendation of the Special Committee, page 24
3. Expand the discussion of how the Special Committee considered the
historical trading
prices for the Company's Common Stock (first bullet point on page 25) to
explain how it
considered the fact that the Merger Consideration is considerably lower
than the highest
"unaffected" trading price for the Common Stock during the twelve-month
period ending
November 9, 2018. In this regard, we note that according to the
disclosure on page 31 of
the proxy statement, the Common Stock traded at a high of $49.95 during
the LTM
Unaffected Period.
4. The second to last bullet point on page 25 of the proxy statement states
that one of the
factors considered by the Special Committee in reaching its fairness
determination was
"the perspectives of the plaintiff communicated to the Special Committee
in connection
with the Shareholder Lawsuit." Here, or where appropriate in the
disclosure document,
expand to summarize the plaintiff's perspective as communicated to the
Special
Committee, and how the Committee analyzed it.
5. Discuss how the Special Committee (and the Purchaser Group Members)
considered the
Company's ongoing CapEx Plan and the potential for reduced expenditures
under that
plan, and development of existing real estate assets in assessing
fairness.
6. In the bullet point describing how the Special Committee considered
alternatives to this
transaction (or elsewhere in the proxy statement, where appropriate),
explain how the
Special Committee considered and why it rejected the alternatives listed
on page 25 of
the DBO discussion materials dated January 21, 2019 (filed as Exhibit
99(C)(3) to the
Schedule 13E-3).
W. Garrett Crotty
International Speedway Corp.
July 18, 2019
Page 3
Opinion of the Financial Advisor to the Special Committee, page 31
7. It appears from exhibits to the Schedule 13E-3 that DBO provided multiple
written
reports or other materials to the Special Committee in addition to the
May 22, 2019 report
summarized here. Any material differences between the materials provided
before the
May 22, 2019 report should be summarized in the proxy statement. Some
items that may
be material, warranting summary here include but are not limited to:
The additional upside/downside factors appearing on page 12 of the
DBO discussion
materials dated January 21, 2019, and the alternatives to this
transaction listed on
page 25 of those materials filed as Exhibit 99(C)(3) to the Schedule
13E-3;
The Tax Extender Summary included on page 6 of the March 10, 2019
Special
Committee Update Materials filed as Exhibit 99(C)(7);
The TRK Offer Benchmark analysis dated April 25, 2019 filed as
Exhibit 99(C)(8),
with appropriate explanation about the comparable transaction
referenced.
8. Identify the U.S. M&A transactions to which DBO compared the Merger.
Summary of Presentation Provided by Goldman Sachs to DBO, page 36
9. The analysis summarized here is described as a presentation by Goldman
Sachs to DBO.
Since Goldman was engaged by filing persons other than the Company to
evaluate the
going private transaction, all "reports" (including oral reports)
presented to any filing
person (including the parties who hired Goldman) must be summarized in
considerable
detail in this proxy statement. See Item 1015 of Regulation M-A. Please
revise to
include oral or written presentations presented by Goldman to parties
other than the
Special Committee's fairness advisor.
Miscellaneous, page 38
10. You state that NASCAR retained Goldman Sachs "in connection with its
consideration of
the acquisition by NASCAR of the outstanding shares of Company Common
Stock that
were not owned by NASCAR, affiliates of NASCAR or other related
parties." Revise to
clarify what specifically Goldman was engaged to do other than provide a
fairness
opinion, which you state it did not do.
11. On page 38, you state that because Goldman did not provide a fairness
opinion, "it did
not follow and was not required to follow all of the procedures in
preparing the Goldman
Sachs Presentation that they would ordinarily follow in connection with
delivering a
fairness opinion." Revise to specifically describe the normal procedures
that would have
been required in connection with the delivery by Goldman of a fairness
opinion, and how
its procedures here differed. Please be specific.
W. Garrett Crotty
International Speedway Corp.
July 18, 2019
Page 4
Controlling Purchaser Group Members' Purpose and Reasons for the Merger, page
40
12. Explain the reasons for the timing of the Merger from the perspective of
the Purchaser
Group. See Item 1013 of Regulation M-A and Item 7 of Schedule 13E-3. To
the extent
that reasons you cite in favor of engaging in the Merger would generally
apply at any
time, explain why you are choosing to do so now. As an example, we cite
to the
disclosure on page 41 that one of the reasons for the Merger is so that
shareholders can
immediately realize the value of their investment in the Company. This
would be true
generally without regard to the timing of this transaction now (and
would also
presumably be available if these shareholders opted to sell their shares
in the market).
Position of the Controlling Purchaser Group Members as to Fairness of the
Merger, page 41
13. At the top of page 42, you state that the Controlling Purchaser Group
Members did not
undertake "any independent evaluation of the fairness of the Merger to
the Company's
unaffiliated shareholders" nor did they engage a financial advisor to
provide a fairness
opinion. Item 1014 of Regulation M-A and Item 8 of Schedule 13E-3
require the filing
persons to express and explain a view as to the fairness of a going
private transaction to
unaffiliated shareholders of the issuer. It is not clear how the
Controlling Purchaser
Group can satisfy this obligation without undertaking any analysis.
Also, the factors
listed in the bullet points on page 42 seem to indicate they did analyze
fairness. Please
revise or advise. (While the Controlling Purchaser Group Members, as
filing persons on
the Schedule 13E-3, may adopt the analysis of another filing person,
they do not appear
to have done so here).
Projected Financial Information, page 47
14. For the projections provided, summarize the material underlying
assumptions, as well as
the limitations on the figures presented. What material assumptions were
made in this
regard (besides the assumptions related to the Broadcast Agreement
reflected in the
baseline, downside and upside projections on page 49)?
Fees and Expenses, page 58
15. Quantify the fees and expenses payable to each financial advisor and
provide all of the
disclosure required by Item 1009 of Regulation M-A and Item 14 of
Schedule 13E-3.
W. Garrett Crotty
International Speedway Corp.
July 18, 2019
Page 5
We remind you that the Company and other filing persons on the Schedule
13E-3 are
responsible for the accuracy and adequacy of their disclosures in both filings,
notwithstanding
any review, comments, action or absence of action by the staff.
Please contact me at 202-551-3263 with any questions.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special
Counsel
Office of Mergers &
Acquisitions