This Amendment No. 4 (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, Amendment No. 2 filed with the SEC on December 13,
2021, and Amendment No. 3 filed with the SEC on December 14, 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:
The Offer and withdrawal rights expired as scheduled one minute following 11:59
p.m. (12:00 midnight) New York City time, on Tuesday, December 21, 2021. The Depositary has indicated that as of the Expiration Time, a total of 32,932,500 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were
received by the Depositary, but which Shares such Notices of Guaranteed Delivery represent were not yet delivered to the Depositary) have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 90.5% of the
outstanding Shares as of the Expiration Time. In addition, Notices of Guaranteed Delivery have been delivered with respect to 297,952 Shares, representing approximately 0.8% of the outstanding Shares. The number of Shares validly tendered and
not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote
of the Dover stockholders pursuant to Section 251(h) of the DGCL. Accordingly, Speedway and Purchaser expect to consummate the Merger on Wednesday, December 22, 2021 pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, in the
Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by Dover as treasury stock, (ii) owned by Purchaser or irrevocably accepted for purchase by Purchaser in the Offer, or
(iii) held by Dovers stockholders who are entitled to and properly demand and do not lose or withdraw their appraisal rights under the DGCL) will be converted automatically into the right to receive the Offer Price in cash, without
interest and subject to any required withholding of taxes. Following the Merger, all Shares will be delisted from the NYSE and deregistered under the Exchange Act.
On Wednesday, December 22, 2021, Dover and Speedway issued a joint press release relating to the expiration and results of the Offer and the expected
consummation of the Merger. The full text of the joint press release is attached as Exhibit (a)(5)(B) hereto.