NASCAR has reached an agreement to acquire ISC in a deal valued at around $2B, or $45 a share. The merger is not expected to close until later this year but the announcement signals that NASCAR has completed the largest hurdle facing the proposed deal -- getting ISC’s special committee of independent directors to unanimously accept the terms of the acquisition. The deal still needs to be approved by a majority of non-France shareholders, among other details, before it closes. NASCAR’s original bid was for $42 a share, but it faced some opposition from shareholders about those terms, eventually resulting in a class-action lawsuit. Today’s announcement indicated that suit will be dropped as part of the increase of the offer to $45 a share. As has been noted since NASCAR’s bid was first revealed in early November, the move has the potential to help reshape the sport on several fronts from schedule shakeups to who ultimately will own and control the sport for years to come. Dean Bradley Osborne Partners was the financial advisor to the ISC special committee, while Wachtell, Lipton, Rosen & Katz served as legal counsel. NASCAR used Goldman Sachs as financial advisor and Baker Botts as legal counsel. BDT & Company also served as financial advisor to the France family. Meanwhile, rival track operator SMI is also in the process of trying to go private via the Smith family’s Sonic Financial holding company. SMI announced earlier this week that the special committee reviewing Sonic Financial’s offer has retained Morgan Stanley. ISC’s stock was halted from trading briefly this morning as part of the announcement, but it was later tracking up 2% to $44.97 (Adam Stern, THE DAILY).
GOOD FIT: In Daytona Beach, Clayton Park noes the NASCAR-ISC merger "makes sense for a number of reasons." Both companies "already have their respective headquarters in the same building" across from Daytona Int'l Speedway, while both are "already led by the France family." Combining the companies also would "allow for greater efficiencies including the elimination of redundant positions, such as having separate human resources or marketing departments." It also would allow for the two entities "to make decisions and respond to changes in the industry, as well as NASCAR fan preferences, more quickly" (NEWS-JOURNALONLINE.com, 5/22).
