Schedule 13d
| Filed by: | GREENLIGHT CAPITAL LLC |
| Subject Company: | MI DEV INC CL A |
| Filed as of Date: | 11/04/2008 |
| View Original Filing on Edgar's | |
GREENLIGHT CAPITAL, INC.
140 EAST 45th STREET, 24th FLOOR
NEW YORK, NEW YORK 10017
November 4, 2008
Board of Directors
MI Developments Inc.
455 Magna Drive
Aurora, ON L4G 7A9
Dear Sirs:
We are writing to express our ongoing concern about the recent events at MI Developments (MID).
Although we wrote to you on August 25, 2008 to express our serious concerns regarding MIDs investment in Magna Entertainment Corp. (MEC), we note that once again, on October 15, 2008, MID elected to extend the maturity of the bridge loan (Bridge Loan) to MEC until December 1, 2008 and extend an additional $19.5 million of financing under the Bridge Loan. In addition, the maturity date of the project financings (Project Financings, and together with the Bridge Loan, the Loans) was extended to December 1, 2008. In the press release announcing these amendments, MIDs CEO Dennis Mills was very careful to say We are aware that not all MID shareholders may support the need to afford MEC this limited, incremental funding... However, other than Frank Stronach, we are not aware of any MID shareholders that support the continued financing of MEC by MID.
Mr. Mills can shamelessly call this additional financing limited [and] incremental... but this does not make it true. For over four years beginning with MIDs attempted privatization of MEC, MIDs only strategic initiative has been to prop up MEC. This is precisely why MIDs stock price is utterly depressed. The MID shareholders have no reason to believe that MID, under the direction of Mr. Stronach and his cronies on MIDs board of directors, will ever stop funding MEC at the expense of MID shareholders.
Evidence of MIDs intention to fund MEC indefinitely and at any cost was made crystal clear by MIDs response, or more appropriately, the lack of a response to a proposal made by Mr. Halsey Minor to acquire the Loans from MID (the Minor Offer). We understand from Mr. Minors October 17, 2008 press release that Mr. Minor made his proposal to MID on October 2, 2008, and after waiting for 15 days, received no response whatsoever from MID. MIDs failure to respond in any way to the Minor Offer is appalling in light of Mr. Mills insistence in the MID October 15, 2008 press release that We are committed to quickly developing and implementing a solution that is in the best interests of MID and its shareholders. Obviously, this is yet another false and misleading promise.
The MID board received the Minor Offer almost two full weeks before they voted to extend the maturity of the Loans. The MID board could not have analyzed the Minor Offer when they approved the extension of the Loans because they never bothered to call Mr. Minor to discuss his proposal or to get more facts. How could the MID board blindly vote to extend the Loans without even analyzing the Minor Offer?
Such a failure to discuss the Minor Offer, or even return a phone call, is a clear violation of the MID boards fiduciary duty and duty of care to its shareholders. A bona fide third party has offered to take the MEC problem off of MIDs hands. But, what does MID do? They completely ignore the offer, hoping it will go away so that Mr. Stronach can continue funding MEC without limit.
Mr. Mills provided further evidence of the MID boards disregard of duty when he said in response to Mr. Minors press release that the real estate companys examination of Mr. Minor shows that Mr. Minor doesnt support MECs vision of racetracks. Mr. Mills, and the rest of the MID board have a fiduciary duty to do what is in the best interests of MID and its shareholders, not MEC or its vision! MECs vision of racetracks is irrelevant to MIDs analysis of the Minor Offer especially in light of MECs performance, despite its vision, over the last several years. Unfortunately, we have come to learn that when it comes to MEC, Mr. Stronachs horse racing dreams will always trump the MID boards fiduciary obligations to MID and its shareholders.
Perhaps this is why MID directors continue to abandon ship.
On October 22, 2008, MID announced that Neil Davis resigned from the MID board. This followed John Barnetts resignation on September 29, 2008. Added to the resignation by John Simonetti on August 8, 2008, three MID directors have resigned in the past three months. Are these directors resigning in protest of Mr. Stronachs undue influence over the MID board? Or, are they resigning because they know that actions such as ignoring the Minor Offer constitute a breach of their fiduciary duties?
Even more troubling are some of the people that have been placed on the MID board recently. We understand that Franz Deutsch used to be a Magna consultant and a lobbyist for Frank Stronach and that he is the President of the Austrian Canadian Business Club, a club in which Mr. Stronach is the honorary president. In addition, we understand that Heribert Polzl is an old childhood friend of Mr. Stronach and who has acted as a Magna consultant. Clearly, Mr. Stronachs undue influence is rearing its ugly head again as he packs the MID board with his cronies.
The MID board has a long history of ignoring our letters, and those of other large MID shareholders. The MID board can not continue to stick its head in the sand and ignore the wishes of an overwhelming majority of the MID shareholders.
Since ignoring the Minor Offer is clearly a violation of the MID boards duties, we expect, and demand as shareholders of MID, that the MID board immediately take up serious consideration of the Minor Offer without Mr. Stronachs interference. Any transaction in which MID can be rid of its unlimited and never-ending exposure to MEC must be taken seriously. We minority shareholders rely on you to protect our interests from Mr. Stronachs uneconomic and self-serving support of MEC and remind you that you will be held accountable if you fail to fulfill your fiduciary duty to the MID shareholders.
Yours very truly,
David Einhorn
President
Greenlight Capital, Inc.


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