Schedule 13d
| Filed by: | GREENLIGHT CAPITAL LLC |
| Subject Company: | MI DEV INC CL A |
| Filed as of Date: | 08/26/2008 |
| View Original Filing on Edgar's | |
Exhibit 14
Letter to MID
[Letterhead of Greenlight]
August 25, 2008
The Board of Directors
MI Developments Inc.
455 Magna Drive
Aurora, ON L4G 7A9
MI Developments Inc.
455 Magna Drive
Aurora, ON L4G 7A9
Magna Entertainment Corp.
Dear Sirs:
We are writing to express our concern about MI Developments (MID) investment in Magna
Entertainment Corp. (MEC). Given the dire situation at MEC, the MID Board needs to take the
necessary actions to enforce or preserve the value of MIDs $267 million senior debt investment in
MEC and not compound the risk to MID by continuing to fund MEC or extending the maturity of
existing debt.
It is clear that MEC is in serious financial trouble. According to the MEC press release issued on
August 5, 2008, ... the Company has needed and will again need to seek extensions from existing
lenders and additional funds in the short-term from one or more possible sources. MECs stock
price has fallen over 90% since MIDs Board of Directors claimed in 2005 that it was adopting its
own recommendation to direct management to maximize the return on MIDs current and future
investments in MEC by examining the funding necessary for MECs strategic plan, stabilizing MECs
capital structure, and assessing all reasonable financing alternatives for MEC. At that time MIDs
Board determined that MEC was poised for growth and Frank Stronach expressed a vision that MEC
would become the most profitable company in the world.
While we disagreed at the time with the Boards assessment of MECs prospects, MID asserted that
this was simply a question about short-term versus long-term value creation and that reasonable
people could disagree.
Since Magna spun-off MEC over eight years ago, there has been a favorable environment for the U.S.
consumer, and the gaming industry has experienced significant growth. MEC failed to create any
value during that favorable part of the cycle. Instead, it has been a case-study in mismanagement
and poor resource allocation. Its prospects were dim even before the cycle turned against the U.S.
consumer and the gaming industry.
MECs situation and prospects are no longer matters on which reasonable people can disagree. The
facts are obvious and beyond dispute: MEC has utterly failed as a business enterprise. More
money, time and resources will not resuscitate it under Mr. Stronachs leadership or anyone else he
appoints to pursue his so-called vision. After many years of failure, MEC still has no viable
business plan.
MECs plan to eliminate its debt by December 31, 2008 has also failed. On MECs conference call on
August 6, 2008 (the MEC Call), Mr. Stronach stated ...we do not expect to achieve our previously
announced targets of eliminating our debt by December 31, 2008. In addition, MECs 10-Q for the
quarter ended June 30, 2008 (the MEC 10-Q) states that ...we do not expect to execute the Plan
on the originally contemplated schedule, if at all. (emphasis added). Even MECs
convertible subordinated bonds that mature shortly are now trading at only fifty cents on the
dollar.
The MEC debt reduction plan has been such a dismal failure that according to the MID press release
issued on August 8, 2008 (the MID Release), MECs net debt has actually increased by
$21.6 million, from $564.5 million to $586.1 million, during the period from December 31, 2007 to
June 30, 2008 when debt reduction was supposed to be MECs main priority.
MIDs equity investment in MEC is clearly no longer a strategic investment. Yet in the face of the
rapidly deteriorating situation at MEC, the MID Board has continued to extend the maturity of the
senior debt owed to it by MEC.
In light of MECs financial situation, we would have expected MID to see that MEC took aggressive
steps to reduce its debt, or otherwise attempt to stabilize its financial situation. Instead, the
MEC 10-Q threatens the abandonment of its plan to sell assets to reduce debt by stating ...given
the announcement of the MID reorganization proposal, and pending determination of whether it will
proceed, we are in the process of reconsidering whether to sell certain assets that were originally
identified for disposition under the Plan. Mr. Stronach made a similar statement during the MEC
Call.
On the MEC Call, in an ominous and thinly veiled threat to the public MID shareholders, Mr.
Stronach said ...I have some call it some chips in my hand which the MID shareholders would
like to have. And I have no problems releasing those chips or giving up those chips, providing
its a fair thing for MEC.
A reasonable interpretation of this statement in light of Mr. Stronachs MID reorganization
proposal is that Mr. Stronach intends to hold MID hostage until MEC is fully funded and Mr.
Stronach has received a very large personal pay-off at the expense of the MID shareholders.
To that end, among other things Mr. Stronach has overseen (1) MIDs failure to implement any of its
own 2005 Board approved resolutions; (2) the inexplicable destruction of MIDs relationship with
its largest customer (Magna) which Mr. Stronach also controls; (3) MID dramatically increasing its
exposure to the deteriorating investment in MEC through project financings and bridge loans on
which MEC has been unable to perform; and (4) MID and MECs repeated failures to implement any
recognizable business plan.
MID shareholders have been threatened that if they dont capitulate to Mr. Stronachs demands, MID
will continue to fail to take any action to create shareholder value and, in fact, will destroy
additional value through unlimited support of MEC, including perhaps buying the company.
Undoubtedly this is why a majority of them were intimidated enough to support a reorganization
proposal that otherwise made no sense.
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We at Greenlight will remain vigilant in our efforts to protect ourselves and our fellow minority
shareholders from what we believe to be oppressive treatment. We have never before witnessed such
overt aggression by a business leader against a company he controls.
Despite Mr. Stronachs actions and intentions, each and every member of the MID Board of Directors
has a fiduciary duty to all of the shareholders of MID, not just to Mr. Stronach, and the
Board must explore all of MIDs alternatives with respect to MEC, not just the ones that Mr.
Stronach wants. It may be that Mr. Stronach can vote his shares on matters subject to shareholder
vote as he wishes. However, there are many protective actions MIDs Board can take that do not
require a shareholder vote and would mitigate the harm that Mr. Stronach is trying to inflict on
the company.
MIDs Board must stop expending any more funds to prop up the value of the MEC equity, should not
bail-out MECs subordinated bondholders and should stop coercing (including by failing to take
affirmative action to protect shareholders) the MID shareholders into approving Mr. Stronachs
terms. MIDs Board is duty bound to resist Mr. Stronachs efforts to use MIDs money in this
regard.
Given that MECs equity is no longer a strategic investment for MID, rather than blindly continuing
to extend the maturity of the senior debt, MID should act like an independent third-party lender
and explore all of its options with respect to MEC. There are several possible options MIDs Board
can implement that would not require Mr. Stronachs personal support, including foreclosing on the
senior debt or marketing its MEC debt position for sale to a third party. MIDs Board of Directors
has a fiduciary duty to protect the shareholders of MID, not to focus as Mr. Stronach says
on whats a fair thing for MEC.
By continuing to extend the senior debt, rather than exploring all of their options, the MID Board
is endangering MIDs senior debt investment in MEC and is making repayment of the debt in full less
likely with each passing day.
If MEC fails to repay its debt to MID in full, the members of the MID Board will be held
accountable for failing to fulfill their fiduciary duty to the MID shareholders. We minority
shareholders are looking to you to protect our interests from Mr. Stronachs continued
irresponsible, uneconomic and self-serving support of MEC.
Mr. Stronach said during the MEC Call, I wouldnt throw money in an empty hole. Why has so much
of MIDs money met exactly that fate?
| Yours very truly, |
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| /s/ David Einhorn | ||||
| David Einhorn President Greenlight Capital, Inc. |
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