NASCAR Holdings finally won over International Speedway Corp.’s public shareholders with a 7% sweetened purchase offer of $2 billion – and Texas-based law firm Baker Botts helped it across the finish line.
International Speedway owns the well known Daytona International Speedway in Florida as well as the Talladega Superspeedway in Alabama and the Chicagoland Speedway and Route 66 Raceway in Joliet, Illinois.
If it goes through, the deal will bring both companies under the ownership of the billionaire France family, which last year was thought to be considering selling all of part of NASCAR. The family hasn’t commented on the report.
The Baker Botts team was led by Jonathan Gordon out of New York but included several attorneys from across Texas, including corporate partner Grant Everett in Dallas, senior associate John Kaercher in Austin and associate Grace Matthews, also of Austin.
Houston associate Chad Davis advised on finance matters, Houston partner Rob Fowler and associate Gaby Alvarez assisted on employee benefits, Austin partner Aileen Hooks aided on environmental issues and Dallas partner Jeremy Gott and special counsel Patrick Matthews worked on real estate.
Baker Botts has done work for NASCAR for years, having merged in 2001 with Miller, Cassidy, Larroca and Lewin, whose partner John Cassidy had been NASCAR’s regular outside counsel.
In late 2002, the firm’s lawyers won a summary judgment against Cracker Barrel Old Country Stores, which had sued Atlanta Motor Speedway for breach of contract, NASCAR for tortious interference, broadcaster Fox for Lanham Act violations and all three for conspiracy due to its disappointment over its exposure as the title sponsor of the race track’s spring race.
Other legal advisors on the International Speedway deal included Wachtell, Lipton, Rosen & Katz for the special committee of International Speedway’s board, which negotiated the transaction, and Saul Ewing Arnstein & Lehr for International Speedway.
Dean Bradley Osborne Partners was the committee’s financial advisor while Goldman Sachs was NASCAR’s financial advisor. BDT & Co. was financial advisor to the France family, which owns NASCAR and a big chunk of International Speedway’s shares.
International Speedway said it entered into a merger agreement with NASCAR for $45 per share, versus NASCAR’s previous offer of $42 per share. A majority of the target’s shareholders need to clear the deal, which the parties expect to close this year.
In connection with the transaction negotiations, counsel for the plaintiff in The Firemen’s Retirement System of St. Louis v. James C. France, et al. – the class action lawsuit filed on behalf of International Speedway shareholders challenging the transaction – met with representatives of the special committee and determined to not challenge the fairness of the transaction price.
The case, 2018-CA-032105-CICI, had been filed in the Seventh Judicial Circuit in Volusia County, Florida.