- Amended Statement of Beneficial Ownership (SC 13D/A)
February 01 2011 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Name of Issuer)
Class A Subordinate Voting Shares, no par value
(Title of Class of Securities)
(CUSIP Number)
North Run Capital, LP
One International Place, Suite 2401
Boston, MA 02110
(617) 310-6130
Attention: General Counsel
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with
copies to -
Eliot D.
Raffkind
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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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1
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NAMES OF REPORTING PERSONS
North Run Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,365,800
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,365,800
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,365,800
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
Page 2 of 11
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1
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NAMES OF REPORTING PERSONS
North Run GP, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,365,800
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|
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EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
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0
|
|
|
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|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
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2,365,800
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
Page 3 of 11
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1
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NAMES OF REPORTING PERSONS
North Run Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
|
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(b)
þ
*
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
|
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
Page 4 of 11
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1
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NAMES OF REPORTING PERSONS
Todd B. Hammer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
*
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
|
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SOLE VOTING POWER
|
|
|
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NUMBER OF
|
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0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
Page 5 of 11
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1
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NAMES OF REPORTING PERSONS
Thomas B. Ellis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(a)
o
|
|
(b)
þ
*
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
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0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,365,800
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,365,800
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,365,800
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
5.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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* Filing describes relationship with other persons but Reporting Person does not affirm the existence of a group, in accordance with Schedule 13 Cover Page Instruction 2.
Page 6 of 11
SCHEDULE 13D
This Amendment No. 4 to Schedule 13D (as amended, the
Schedule 13D
) is being filed on behalf of
North Run Advisors, LLC, a Delaware limited liability company (
North Run
), North Run GP, LP, a
Delaware limited partnership (the
GP
), North Run Capital, LP, a Delaware limited partnership (the
Investment Manager
), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are
the principals and sole members of North Run. North Run is the general partner for both the GP and
the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a
Delaware limited partnership (the
Fund
), North Run Qualified Partners, LP, a Delaware limited
partnership (the
QP Fund
), and North Run Master Fund, LP, a Cayman Island exempted limited
partnership (the
Master Fund
). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a
Cayman Island exempted company (the
Offshore Fund
), are also general partners of the Master Fund.
This Schedule 13D relates to Class A Subordinate Voting Shares (
Class A Shares
) of MI
Developments Inc., an Ontario corporation (the
Issuer
), held by the Master Fund (the
Shares
).
Except as set forth below, all previously reported items remain unchanged.
Item 4.
Purpose of the Transaction
The Shares were acquired and are held for investment purposes. The Shares were acquired in the
ordinary course of business and not for the purpose of changing or influencing control of the
Issuer.
The Reporting Persons will monitor and evaluate their investment in the Issuer on a continuing
basis and may engage in discussions with management, the board of directors of the Issuer and other
stockholders of the Issuer concerning the business, operations and future plans of the Issuer.
Depending on various factors, including, without limitation (a) the Issuers business, operations,
assets, financial condition and prospects; (b) market, general economic and other conditions; and
(c) other investment opportunities available to the Reporting Persons, the Reporting Persons may
take such actions with respect to this investment as they deem appropriate including, without
limitation, (1) acquiring additional Shares or other securities of the Issuer, (2) making proposals
to the Issuer regarding changes in the capitalization, ownership structure, operations or board
representation, or (3) disposing of some or all of the Shares. Any such additional purchases or
sales of the Shares may be in open market or privately negotiated transactions or otherwise.
Collectively with other large shareholders, together representing close to half of the outstanding
Class A Shares as of March 4, 2009, the Reporting Persons retained counsel to explore the legal
remedies available to shareholders of the Issuer in connection with related party transactions
involving Magna Entertainment Corp., including whether claims should be asserted against directors
of the Issuer. Such counsel has engaged in correspondence
informing the Issuers board of directors of such initiative, and urging the Ontario Securities
Commission to examine and pursue appropriate enforcement action, and the Reporting Persons expect
correspondence and communications on this and related matters, including appropriate judicial and
regulatory submissions, to continue from time to time. The parties to such representation have not
agreed to act together for the purpose of acquiring, holding, voting or disposing of equity
securities of the
Page 7 of 11
Issuer, and the Reporting Persons expressly disaffirm the existence of a group
among the Reporting Persons and such shareholders within the meaning of Rule 13d-5 under the Act.
On December 22, 2010, the Master Fund, along with other Class A shareholders, collectively
representing over 50% of the Issuers Class A Shares, entered into a Support Agreement with the
Issuers controlling shareholder, a company controlled by the Stronach Trust (affiliated with Frank
Stronach, the Issuers Chairman and CEO). Under the Support Agreement, each such Class A
shareholder agrees with the controlling shareholder to, among other things, support and vote in
favor of a proposal to reorganize the Issuer. A copy of the Support Agreement is attached as
Exhibit 2. The proposed reorganization would eliminate the Issuers dual class share structure by
(1) cancelling the Class B Voting Shares (the
Class B Shares
) held by the controlling shareholder
in exchange for the transfer of the Issuers horseracing, gaming and certain real estate assets
(together with related assets and liabilities) to the controlling shareholder, and (2) converting
the remaining Class B Shares (at 1.2:1 ratio) and Class A Shares (at 1:1 ratio) into common stock.
The Issuer would retain its income-producing real estate property business and would be restricted
from engaging in or having an interest in any business relating to horse racing or gaming. A new
board of directors would be elected by shareholders other than the controlling shareholder at a
meeting to approve the reorganization transaction, with nominees to be proposed by the supporting
shareholders. The Support Agreement limits the transfer of shares during the pendency of the
agreement and terminates if specified deadlines for the reorganization transaction are not met or
upon a vote of stockholders with respect to the transaction, among other circumstances.
On January 31, 2011, in connection with the Issuer and its controlling shareholder entering into
definitive documentation with respect to the reorganization, the Master Fund, along with the other
supporting shareholders, entered into an Agreement Regarding Arrangement with the Issuer and its
controlling shareholder (attached as Exhibit 3). The Agreement Regarding Arrangement addresses
various matters related to the reorganization, and includes an agreement by the Master Fund not to
enter into any additional agreement regarding the exercise of voting rights with any other
shareholder of the Issuer until the date 180 days following the closing date of the reorganization
(other than in response to unanticipated matters arising after the closing date), and, if the
Master Fund were to become a beneficial owner of at least 10% of any class of the Issuers
securities, not to dispose of any shares of the Issuer prior to the closing of the reorganization.
Except as otherwise provided in the Support Agreement or the Agreement Regarding Arrangement, the
Reporting Persons will make their own voting and investment decisions with respect to the Shares,
independent of the decision-making by other shareholders of the Issuer. In addition, the Reporting
Persons have no voting or dispositive power with respect to the shares beneficially owned by the
controlling shareholder and its affiliates (383,414 Class B Shares and 50,000 Class A Shares based
on their most recent public filings) nor the shares beneficially owned by the other Class A
shareholders who have entered into the Support Agreement or the Agreement Regarding Arrangement
(approximately 20,736,444 Class A Shares based on information
publicly available as of December 23, 2010), and the
Reporting Persons disclaim beneficial ownership over any securities held by such entities.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons do not
have any plans or proposals described in clauses (a) (j) of the instructions to Item 4 of
Page 8 of 11
Schedule 13D. The Reporting Persons may from time to time review or reconsider their plans and
proposals with respect to the Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer
The Agreement Regarding Arrangement, attached as Exhibit 3, is an agreement between the Issuer, the
Issuers controlling shareholder and each of the Class A shareholders party thereto. The Agreement
Regarding Arrangement addresses various matters related to the reorganization, and includes an
agreement by the Master Fund not to enter into any additional agreement regarding the exercise of
voting rights with any other shareholder of the Issuer until the date 180 days following the
closing date of the reorganization (other than in response to unanticipated matters arising after
the closing date), and, if the Master Fund were to become a beneficial owner of at least 10% of any
class of the Issuers securities, not to dispose of any shares of the Issuer prior to the closing
of the reorganization.
Item 7.
Material to be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement, dated February 1, 2011
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Exhibit 3
|
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Agreement Regarding Arrangement, dated January 31, 2011, between
the Issuer, the controlling shareholder and each of the Class A
shareholders of MI Developments Inc. named therein
|
Page 9 of 11
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2011
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NORTH RUN CAPITAL, LP
|
|
|
By:
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North Run Advisors, LLC, its general partner
|
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|
|
|
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By:
|
/s/ Thomas B. Ellis
|
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|
|
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Name:
|
Thomas B. Ellis
|
|
|
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Title:
|
Member
|
|
|
|
and
|
|
|
|
|
|
By:
|
/s/ Todd B. Hammer
|
|
|
|
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Name:
|
Todd B. Hammer
|
|
|
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Title:
|
Member
|
|
|
|
NORTH RUN GP, LP
|
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|
By:
|
North Run Advisors, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Thomas B. Ellis
|
|
|
|
|
Name:
|
Thomas B. Ellis
|
|
|
|
Title:
|
Member
|
|
|
|
and
|
|
|
|
|
|
By:
|
/s/ Todd B. Hammer
|
|
|
|
|
Name:
|
Todd B. Hammer
|
|
|
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Title:
|
Member
|
|
Page 10 of 11
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NORTH RUN ADVISORS, LLC
|
|
|
By:
|
/s/ Thomas B. Ellis
|
|
|
|
|
Name:
|
Thomas B. Ellis
|
|
|
|
Title:
|
Member
|
|
|
|
and
|
|
|
|
|
|
By:
|
/s/ Todd B. Hammer
|
|
|
|
|
Name:
|
Todd B. Hammer
|
|
|
|
Title:
|
Member
|
|
|
|
|
|
|
/s/ Thomas B. Ellis
|
|
|
Thomas B. Ellis
|
|
|
|
|
|
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|
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/s/ Todd B. Hammer
|
|
|
Todd B. Hammer
|
|
|
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|
Page 11 of 11
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