- Statement of Ownership (SC 13G)
February 01 2011 - 12:36PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0145
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February 28, 2009
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Estimated average burden
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hours per response . . . 10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
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(Name of Issuer)
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Class A Subordinate Voting Shares, no par value
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(Title of Class of Securities)
(CUSIP
Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
Greenlight Capital, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
2,030,307 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
2,030,307 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
2,030,307
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
4.4%**
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12
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
4,574,382 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
4,574,382 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
4,574,382
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
9.9%**
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12
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Type of Reporting Person (See
Instructions)
CO
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
DME Management GP, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
213,226 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
213,226 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
213,226
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
0.5%**
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12
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
721,935 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
721,935 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
721,935
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
1.6%**
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12
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Type of Reporting Person (See
Instructions)
PN
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
328,918 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
328,918 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
328,918
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
0.7%**
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12
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Type of Reporting Person (See
Instructions)
PN
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
1,050,853 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
1,050,853 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,050,853
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
2.3%**
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12
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No. 55304X104
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1
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Names of Reporting
Persons.
David Einhorn
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization.
U.S. Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0 shares
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6
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Shared Voting Power
5,655,235 shares**
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7
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Sole Dispositive Power
0 shares
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8
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Shared Dispositive Power
5,655,235 shares**
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9
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,655,235
shares**
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10
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11
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Percent of Class Represented by
Amount in Row (9)
12.3%**
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12
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Type of Reporting Person (See
Instructions)
IN
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CUSIP No. 55304X104
SCHEDULE 13G
This Schedule 13G is being filed on behalf of Greenlight Capital, LLC, a Delaware limited liability company (Greenlight LLC), Greenlight Capital, Inc., a Delaware corporation
(Greenlight Inc.), DME Management GP, LLC, a Delaware limited liability company (DME Management GP), DME Advisors, LP, a Delaware limited partnership (DME Advisors), DME Capital Management, LP, a Delaware limited
partnership (DME CM), DME Advisors GP, LLC, a Delaware limited liability company (DME GP and together with Greenlight LLC, Greenlight Inc., DME Management GP, DME Advisors and DME CM, Greenlight), and
Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the Reporting Persons).
This
Schedule 13G relates to Class A Subordinate Voting Shares, no par value (the Class A Shares), of MI Developments Inc., an Ontario corporation (the Issuer), held by Greenlight for the accounts of (i) Greenlight
Capital, L.P. (Greenlight Fund) of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. (Greenlight Qualified) of which Greenlight
LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore Partners (Greenlight Offshore) for which Greenlight Inc. acts as investment manager, (iv) a managed account
(the Managed Account) for which DME Advisors acts as investment manager, (v) Greenlight Capital (Gold), LP (Greenlight Gold) of which DME Management GP is the general partner and for which DME CM acts as investment
manager, (vi) Greenlight Capital Offshore Master (Gold), Ltd. (Greenlight Gold Offshore) for which DME CM acts as investment manager, and (vii) Greenlight Masters Partners (Greenlight Masters) for which Mr. Einhorn
has indirect investment and/or voting power through its general partners and/or investment manager. DME GP is the general partner of DME Advisors and of DME CM.
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Item 1
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(a)
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Name of Issuer
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MI Developments Inc.
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(b)
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Address of Issuers Principal Executive Offices
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455 Magna Drive
Aurora, Ontario
Canada, L4G 7A9
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Item 2
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(a)
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Name of Person Filing
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This statement is being filed on behalf of each of the following persons:
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(i) Greenlight Capital, LLC;
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(ii) Greenlight Capital, Inc.;
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(iii) DME Management GP, LLC;
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(iv) DME Advisors, LP;
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(v) DME Capital Management, LP;
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(vi) DME Advisors GP, LLC; and
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(vii) David Einhorn.
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each the Reporting Persons is 140 East 45
th
Street, 24
th
Floor, New York, New York 10017.
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(c)
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Citizenship
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(i) Greenlight LLC is a limited liability company organized under the laws of the State of Delaware.
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(ii) Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
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(iii) DME Management GP is a limited liability company organized under the laws of the State of Delaware.
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(iv) DME Advisors, LP is a limited partnership organized under the laws of the State of Delaware.
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(v) DME Capital Management, LP is a limited partnership organized under the laws of the State of Delaware.
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(vi) DME GP is a limited liability company organized under the laws of the State of Delaware.
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(vii) David Einhorn is a United States citizen.
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(d)
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Title of Class of Securities
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Class A Subordinate Voting Shares, no par value
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(e)
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CUSIP Number
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55304X104
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 55304X104
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Item 4
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Ownership.
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Item 4
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(a)
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Amount Beneficially Owned:
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i)
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 2,030,307 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight
Qualified.
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ii)
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 4,574,382 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified
and Greenlight Offshore.
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iii)
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DME Management GP may be deemed the beneficial owner of 213,226 shares of Common Stock held for the account of Greenlight Gold.
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iv)
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DME Advisors may be deemed the beneficial owner of 721,935 shares of Common Stock held for the Managed Account.
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v)
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DME CM may be deemed the beneficial owner of 328,918 shares of Common Stock held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
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vi)
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DME GP may be deemed the beneficial owner of 1,050,853 shares of Common Stock held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed
Account.
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vii)
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Mr. Einhorn may be deemed the beneficial owner of 5,655,235 shares of Common Stock. This number consists of: (A) an aggregate of 2,030,307 shares of Common
Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 2,544,075 shares of Common Stock held for the account of Greenlight Offshore, (C) 213,226 shares of Common Stock held for the account of Greenlight Gold,
(D) 115,692 shares of Common Stock held for the account of Greenlight Gold Offshore, (E) 721,935 shares of Common Stock held for the Managed Account, and (F) 30,000 shares of Common Stock held for the account of Greenlight
Masters.
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The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any of the Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, the Managed Account or Greenlight Masters. Pursuant to
Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of the Common Stock, if applicable.
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Item 4
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(b)
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Percent of Class:
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such
Reporting Person. The percentages reported herein have been determined by dividing the number of Class A Shares beneficially owned by each of the Reporting Persons by 46,160,564, the number of Class A Shares outstanding as of September 30, 2010, as
reported in the Issuers Third Quarter Report 2010, which is included as an exhibit to Form 6-K filed by the Issuer with the Securities and Exchange Commission on December 14, 2010.
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Item 4
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(c)
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Number of shares as to which each such person has voting and dispositive power:
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such
Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
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|
Exhibits
|
|
Exhibit
|
|
|
99.1
|
|
Joint Filing Agreement by and among the Reporting Persons.
|
CUSIP No. 55304X104
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 1, 2011
|
|
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|
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GREENLIGHT CAPITAL, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
GREENLIGHT CAPITAL, INC.
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
DME MANAGEMENT GP, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
DME ADVISORS, LP
|
|
|
By:
|
|
DME Advisors GP, LLC,
|
its general partner
|
|
|
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
|
|
Daniel Roitman
|
|
|
|
|
Chief Operating Officer
|
|
DME CAPITAL MANAGEMENT, LP
|
|
|
By:
|
|
DME Advisors GP, LLC,
|
its general partner
|
|
|
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
|
|
Daniel Roitman
|
|
|
|
|
Chief Operating Officer
|
|
DME ADVISORS GP, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
/s/ DANIEL ROITMAN**
|
Daniel Roitman, on behalf of David Einhorn
|
CUSIP No. 55304X104
**
|
The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorns behalf, filed as Exhibit 99.2 to
the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.
|
CUSIP No. 55304X104
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement by and among the Reporting Persons.
|
CUSIP No. 55304X104
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Class A Subordinate
Voting Shares, no par value, of MI Developments Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and
completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of February 1, 2011.
|
|
|
|
|
GREENLIGHT CAPITAL, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
GREENLIGHT CAPITAL, INC.
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
DME MANAGEMENT GP, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
DME ADVISORS, LP
|
|
|
By:
|
|
DME Advisors GP, LLC,
|
its general partner
|
|
|
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
|
|
Daniel Roitman
|
|
|
|
|
Chief Operating Officer
|
CUSIP No. 55304X104
|
|
|
|
|
DME CAPITAL MANAGEMENT, LP
|
|
|
By:
|
|
DME Advisors GP, LLC,
|
its general partner
|
|
|
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
|
|
Daniel Roitman
|
|
|
|
|
Chief Operating Officer
|
|
DME ADVISORS GP, LLC
|
|
|
By:
|
|
/s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
|
|
|
Chief Operating Officer
|
|
/s/ DANIEL ROITMAN**
|
Daniel Roitman, on behalf of David Einhorn
|
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