UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)
*
MI
Developments Inc.
|
(Name
of Issuer)
|
Class
A Subordinate Voting Shares
|
(Title
of Class of Securities)
|
55304X104
|
(Cusip
Number)
|
Mark
C. Wehrly
Farallon
Capital Management, L.L.C.
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
(415)
421-2132
|
(Name,
Address, and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
January
31, 2011
|
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
[ ]
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Section 240.13d-7 for
other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
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).
(Continued
on following pages)
Page 1 of
41 Pages
Exhibit Index Found on Page 30
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Partners, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
483,630
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
483,630
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,630
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
375,575
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
375,575
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,575
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Institutional Partners II, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
39,400
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
39,400
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,400
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital Offshore Investors II, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
1,479,438
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
1,479,438
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,438
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Capital (AM) Investors, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however,
is
a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
41,073
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
41,073
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,073
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Farallon
Partners, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by it on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
13D
1
|
NAMES
OF REPORTING PERSONS
Richard
B. Fried
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of 2,419,116
Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Daniel
J. Hirsch
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making this filing hold an aggregate of 2,419,116
Class A
Shares
, which is 5.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a beneficial
owner only of the securities reported by him on this cover
page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Monica
R. Landry
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by her on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Davide
Leone [See Item 2]
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Italy
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Michael
G. Linn
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Douglas
M. MacMahon [See Item 2]
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Stephen
L. Millham
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Rajiv
A. Patel
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Thomas
G. Roberts, Jr.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Andrew
J. M. Spokes
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Thomas
F. Steyer
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
John
R. Warren
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
13D
1
|
NAMES
OF REPORTING PERSONS
Mark
C. Wehrly
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]
**
**
The reporting persons making
this filing hold an aggregate of 2,419,116
Class
A Shares
, which is
5.2% of the class of securities. The reporting person on this
cover page, however, may be deemed a beneficial owner only of the
securities reported by him on this cover page.
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
N/A
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e)
[
]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,419,116
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,419,116
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,419,116
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See
Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 12 to Schedule 13D amends the Schedule 13D initially filed on May
11, 2006 (together with all prior and current amendments thereto, this “Schedule
13D”).
Item
2
.
Identity and
Background
Item 2 is
amended and restated in its entirety as follows:
(a) This
statement is filed by the entities and persons listed below, all of whom
together are referred to herein as the “Reporting Persons.”
The Farallon
Funds
(i)
|
Farallon
Capital Partners, L.P., a California limited partnership (“FCP”), with
respect to the Class A Shares held by
it;
|
(ii)
|
Farallon
Capital Institutional Partners, L.P., a California limited partnership
(“FCIP”), with respect to the Class A Shares held by
it;
|
(iii)
|
Farallon
Capital Institutional Partners II, L.P., a California limited partnership
(“FCIP II”), with respect to the Class A Shares held by
it;
|
(iv)
|
Farallon
Capital Offshore Investors II, L.P., a Cayman Islands exempted limited
partnership (“FCOI II”), with respect to the Class A Shares held by it;
and
|
(v)
|
Farallon
Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”),
with respect to the Class A Shares held by
it.
|
FCP,
FCIP, FCIP II, FCOI II and FCAMI are together referred to herein as the
“Farallon Funds.”
The Farallon General
Partner
(vi)
|
Farallon
Partners, L.L.C., a Delaware limited liability company (the “Farallon
General Partner”), which is the general partner of each of the Farallon
Funds, with respect to the Class A Shares held by each of the Farallon
Funds.
|
The Farallon Managing
Members
(vii)
|
The
following persons, each of whom is, or with respect to Leone and MacMahon
(each as defined below) was, a managing member of the Farallon General
Partner, with respect to the Class A Shares held by the
Farallon Funds: Richard B. Fried (“Fried”), Daniel J.
Hirsch (“Hirsch”), Monica R. Landry (“Landry”), Davide Leone (“Leone”),
Michael G. Linn (“Linn”), Douglas M. MacMahon (“MacMahon”), Stephen L.
Millham (“Millham”), Rajiv A. Patel (“Patel”), Thomas G. Roberts, Jr.
(“Roberts”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”),
John R. Warren (“Warren”) and Mark C. Wehrly
(“Wehrly”).
|
Fried,
Hirsch, Landry, Leone, Linn, MacMahon, Millham, Patel, Roberts, Spokes, Steyer,
Warren and Wehrly are together referred to herein as the “Farallon Individual
Reporting Persons.”
This
Schedule 13D reports that effective as of January 31, 2011, in connection with
their respective resignations as managing members of the Farallon General
Partner, each of Leone and MacMahon may no longer be deemed a beneficial owner
of the Class A Shares beneficially owned by such entity. Unless the
context otherwise requires, any reference to the “Farallon Individual Reporting
Persons” or the “Reporting Persons” shall not include Leone or
MacMahon.
By virtue
of the Support Agreement, the Agreement Regarding Arrangement and/or the Release
(each as described below), if the Reporting Persons were deemed to be members of
a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), with 445 (as defined below), an
entity indirectly controlled by the Stronach Trust or its affiliates, and/or the
other shareholders of the Company listed on Schedule A of the Support Agreement
that have executed the Support Agreement or a support agreement with terms
similar to those of the Support Agreement (such shareholders, collectively, the
“Other Shareholders”), the Reporting Persons could be deemed to have become
owners of the Class A Shares and/or the Class B Voting Shares of the Company
(the “Class B Shares”) beneficially owned by such entities and
persons. To the extent 445, the Stronach Trust or their affiliates
and the Other Shareholders consider themselves a group with the Reporting
Persons, such entities and persons are solely responsible for the information
contained in their separate filings on Schedule 13D, if any. See Item
5 for additional information regarding the Class A Shares or Class B Shares
which such entities or persons may be deemed to beneficially own. The
filing of this amendment to Schedule 13D shall not be construed as an admission
that any Reporting Person is a member of such a group with any such entity or
person, and the Reporting Persons disclaim beneficial ownership of any
securities beneficially owned by such entities and persons.
(b) The
address of the principal business office of (i) the Farallon Funds and the
Farallon General Partner is One Maritime Plaza, Suite 2100, San Francisco,
California 94111 and (ii) each of the Farallon Individual Reporting Persons
is set forth in Annex 1 hereto.
(c) The
principal business of each of the Farallon Funds is that of a private investment
fund engaging in the purchase and sale of investments for its own
account. The principal business of the Farallon General Partner is to
act as the general partner of the Farallon Funds. The principal
business of each of the Farallon Individual Reporting Persons is set forth in
Annex 1 hereto.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) The
citizenship of each of the Farallon Funds and the Farallon General Partner is
set forth above. Each of the Farallon Individual Reporting Persons,
other than Leone and Spokes, is a citizen of the United States. Leone
is a citizen of Italy. Spokes is a citizen of the United
Kingdom.
The other
information required by Item 2 relating to the identity and background of the
Reporting Persons is set forth in Annex 1 hereto.
Item 4
.
Purpose of
Transaction
Item 4 is
supplemented and updated as follows:
As
disclosed by the Company in its Form 6-K filed with the Securities and Exchange
Commission on February 1, 2011 (the “Company 6-K”), the Company, the Stronach
Trust and 445327 Ontario Limited, an entity controlled by the Stronach Trust
(“445”), executed an Arrangement Agreement dated January 31, 2011 (the
“Arrangement Agreement”). Pursuant to the Arrangement Agreement and
the Plan of Arrangement contemplated thereby and a form of which is attached
thereto (the “Plan of Arrangement”), and as more fully described therein and in
the Company 6-K, the Company proposes to effect a reorganization in connection
with which: (i) the Company will cancel all 363,414 Class B Shares held by 445;
(ii) the Company will transfer to a corporation controlled by 445 the Company’s
horseracing, gaming and certain real estate development and other assets and
liabilities and US$20 million of working capital as of January 1, 2011; (iii)
the Company will purchase all remaining Class B Shares for consideration
consisting of 1.2 Class A Shares for each Class B Share; and (iv) upon the
effective date under the Plan of Arrangement (the “Effective Date”), the Company
and certain related parties and officers and directors of the Company will be
released from all claims up to and including the Effective Date.
On
January 31, 2011, in connection with (a) the Support Agreement entered into by
certain of the Reporting Persons with 445 on December 22, 2010 (the “Support
Agreement”) and (b) the Arrangement Agreement, certain of the Reporting Persons,
as holders of the Class A Shares reported herein, entered into an Agreement
Regarding Arrangement (the “Agreement Regarding Arrangement”) with the Company,
the Stronach Trust and 445. Pursuant to the Agreement Regarding
Arrangement, among other things: (i) the Company, the Stronach Trust and 445
agreed with the Reporting Persons signatory thereto to comply with certain
provisions of the Arrangement Agreement; (ii) the Reporting Persons signatory
thereto agreed not to exercise certain termination rights under the Support
Agreement provided that the executed versions of the definitive Arrangement
Agreement, the Plan of Arrangement and certain other agreements referenced
therein are substantially in the form of drafts previously reviewed by such
Reporting Persons; (iii) the Company agreed to reimburse the Reporting Persons
signatory thereto for certain legal expenses; and (iv) the Reporting Persons
signatory thereto agreed with 445 to not, from the date of the Agreement
Regarding Arrangement until 180 days after the Effective Time, enter into any
other agreement with any other shareholder of the Company relating to the way in
which such Reporting Persons will exercise or not exercise their voting rights
respecting shares of the Company, subject to certain conditions. This
summary of the Agreement Regarding Arrangement is qualified in its entirety by
the full terms and conditions of the Agreement Regarding Arrangement attached
hereto as Exhibit 16, which exhibit is incorporated by reference
herein.
Pursuant
to a release executed on January 31, 2011 by certain of the Reporting Persons
(the “Release”), such Reporting Persons agreed to irrevocably and
unconditionally release the Company, the Stronach Trust, 445 and Frank Stronach,
as well as their affiliates, directors and officers, trustees, beneficiaries,
shareholders and legal representatives, among others, from certain claims which
the releasing parties had or have up to and including the Effective
Date. This summary of the Release is qualified in its entirety by the
full terms and conditions of the Release attached hereto as Exhibit 17, which
exhibit is incorporated by reference herein.
The
reference above to the Support Agreement is qualified in its entirety by the
full terms and conditions of the Support Agreement attached as Exhibit 12 to the
Schedule 13D filed by the Reporting Persons on December 23, 2010, which exhibit
is incorporated by reference herein.
Although
no Reporting Person has any specific plan or proposal to acquire or dispose of
the Class A Shares, each Reporting Person at any time and from time to time may
acquire additional Class A Shares or other securities of the Company or, subject
to the terms of the Support Agreement, transfer or dispose of any or all of its
Class A Shares depending upon an ongoing evaluation of the investment in the
Class A Shares, prevailing market conditions, other investment opportunities,
liquidity requirements of the Reporting Person and/or other investment
considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Class A Shares or other securities of
the Company which it may hold at any point in time.
Also,
consistent with their investment intent, the Reporting Persons may engage in
communications regarding the Company with, without limitation, one or more
shareholders of the Company, one or more officers of the Company, one or more
members of the board of directors of the Company and/or one or more potential
participants in the transactions contemplated by the Support Agreement and/or
the Arrangement Agreement. Such communications may concern, without
limitation, the transactions contemplated by the Support Agreement and/or the
Arrangement Agreement, the Company’s operations, structure, potential
reorganization plan(s) and financial relationships with Company affiliates, as
well as any other potential strategies to maximize shareholder
value.
Item
5
.
Interest in Securities of
the Issuer
Item 5 is
amended and restated in its entirety as follows:
The Farallon
Funds
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
each Farallon Fund is incorporated herein by reference for each such
Farallon Fund. The percentage amount set forth in Row 13 for
all cover pages filed herewith is calculated based upon the
46,160,564 Class A Shares outstanding as of September 30, 2010,
as reported by the Company in its Form 6-K filed with the Securities and
Exchange Commission on December 14,
2010.
|
|
(c)
|
There
have been no purchases or sales of Class A Shares by the Farallon Funds
since the filing of the prior Schedule
13D.
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of the
Class A Shares held by the Farallon Funds as reported
herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General
Partner.
|
The Farallon General
Partner
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
the Farallon General Partner is incorporated herein by
reference.
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of
dividends relating to, or the disposition of the proceeds of the sale of,
all of the Class A Shares held by the Farallon Funds as reported
herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General
Partner.
|
The Farallon Individual
Reporting Persons
|
(a),
(b)
|
The
information set forth in Rows 7 through 13 of the cover page hereto for
each Farallon Individual Reporting Person is incorporated herein by
reference for each such Farallon Individual Reporting
Person.
|
|
(d)
|
The
Farallon General Partner has the power to direct the receipt of dividends
relating to, or the disposition of the proceeds of the sale of, all of the
Class A Shares held by the Farallon Funds as reported
herein. The Farallon Individual Reporting Persons are managing
members of the Farallon General
Partner.
|
|
(e)
|
As
of January 31, 2011, each of Leone and MacMahon may no longer be
deemed a beneficial owner of any Class
A Shares.
|
The Class
A Shares reported hereby for the Farallon Funds are owned directly by the
Farallon Funds. The Farallon General Partner, as general partner of
the Farallon Funds, may be deemed to be a beneficial owner of all such Class A
Shares owned by the Farallon Funds. The Farallon Individual Reporting
Persons, as managing members of the Farallon General Partner with the power to
exercise investment discretion, may each be deemed to be a beneficial owner of
all such Class A Shares owned by the Farallon Funds.
Each of the Farallon General
Partner
and the
Farallon
Individual Reporting Persons hereby
disclaims any beneficial ownership of any such Class A
Shares
.
In
addition, if by virtue of the Support Agreement, the Agreement Regarding
Arrangement and/or the Release, the Reporting Persons were deemed to be a
“group” with 445, the Stronach Trust or their affiliates and the Other
Shareholders within the meaning of Rule 13d-5(b)(1) under the Exchange Act, the
Reporting Persons would be deemed to beneficially own the Class A Shares and/or
Class B Shares owned by such entities and persons. Based on publicly
available information, the Reporting Persons believe the Stronach Trust and its
affiliates beneficially own approximately 50,000 Class A Shares and 383,414
Class B Shares and that the Stronach Trust, Frank Stronach and their affiliates
or associates may beneficially own certain other Class A Shares or Class B
Shares. Based on information provided by the Other Shareholders, the
Reporting Persons believe the Other Shareholders beneficially own an aggregate
of approximately 20,736,444 Class A Shares and that the Other Shareholders may
beneficially own certain other Class A Shares or Class B Shares. The
Reporting Persons have no financial interest in, and no voting or dispositive
power with respect to, any securities beneficially owned by 445, the Stronach
Trust or their affiliates and/or the Other Shareholders, and disclaim beneficial
ownership of any securities beneficially owned by such entities and
persons.
Item 6
.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 is
amended and restated in its entirety as follows:
Except
for the Support Agreement, the Agreement Regarding Arrangement and the Release
and as otherwise described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Persons
or between such persons and any other person with respect to any securities of
the Company, including but not limited to the transfer or voting of any
securities of the Company, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item
7
.
Materials to be Filed as
Exhibits
There is filed herewith as
Exhibit 15 a written agreement relating to the filing of joint
acquisition statements as required by Section 240.13d-1(k) under the Exchange
Act. There is filed herewith as Exhibit 16 the Agreement Regarding
Arrangement. There is filed herewith as Exhibit 17 the
Release.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: February
3, 2011
/s/
Monica R. Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Davide Leone, Michael G. Linn, Douglas M. MacMahon, Stephen L.
Millham, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, Thomas F.
Steyer, John R. Warren and Mark C. Wehrly
The Power
of Attorney executed by each of Fried, MacMahon, Millham, Patel, Steyer and
Wehrly authorizing Landry to sign and file this Schedule 13D on his behalf,
which was filed with the Schedule 13D filed with the Securities and Exchange
Commission on July 2, 2007 by such Reporting Persons with respect to the Common
Stock of Armor Holdings, Inc., is hereby incorporated by
reference. The Power of Attorney executed by Spokes authorizing
Landry to sign and file this Schedule 13D on his behalf, which was filed with
the Schedule 13D filed with the Securities and Exchange Commission on August 28,
2007 by such Reporting Person with respect to the Common Stock of Global Gold
Corporation, is hereby incorporated by reference. The Power of
Attorney executed by Hirsch authorizing Landry to sign and file this Schedule
13D on his behalf, which was filed with Amendment No. 1 to the Schedule 13D
filed with the Securities and Exchange Commission on January 6, 2009 by such
Reporting Person with respect to the Common Stock of Town Sports International
Holdings, Inc., is hereby incorporated by reference. The Power of
Attorney executed by Leone authorizing Landry to sign and file this Schedule 13D
on his behalf, which was filed with Amendment No. 18 to the Schedule 13D filed
with the Securities and Exchange Commission on October 23, 2009 by such
Reporting Person with respect to the Common Stock of CapitalSource Inc., is
hereby incorporated by reference. The Power of Attorney executed by
Roberts authorizing Landry to sign and file this Schedule 13D on his behalf,
which was filed with Amendment No. 2 to the Schedule 13G filed with the
Securities and Exchange Commission on April 23, 2010 by such Reporting
Person with respect to the Common Stock of Energy Partners, Ltd., is hereby
incorporated by reference. The Power of Attorney executed by Linn
authorizing Landry to sign and file this Schedule 13D on his
behalf, which was filed with the Schedule 13D filed
with the Securities and Exchange Commission on July 8, 2010 by such Reporting
Person with respect to the Common Stock of Hudson Pacific Properties,
Inc., is hereby incorporated by reference. The Power of Attorney
executed by Warren authorizing Landry to sign and file this Schedule 13D on his
behalf, which was filed with Amendment No. 11 to the Schedule 13D filed with the
Securities and Exchange Commission on January 11, 2011 by such Reporting Person
with respect to the Common Stock of MI Developments Inc., is hereby
incorporated by reference.
ANNEX
1
Set forth
below with respect to the Farallon General Partner is the following
information: (a) name; (b) address; (c) principal business; (d) state
of organization; and (e) controlling persons. Set forth below with
respect to each managing member of the Farallon General Partner is the following
information: (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.
1.
|
The Farallon General
Partner
|
|
(a)
|
Farallon
Partners, L.L.C.
|
|
(b)
|
c/o
Farallon Capital Management, L.L.C.
|
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
|
(c)
|
Serves
as general partner of investment
partnerships
|
|
(d)
|
Delaware
limited liability company
|
|
(e)
|
Managing
Members: Thomas F. Steyer, Senior Managing Member; Andrew J. M.
Spokes, Co-Senior Managing Member; Alice F. Evarts, Richard B. Fried,
Daniel J. Hirsch, Monica R. Landry, Michael G. Linn, Stephen L. Millham,
Rajiv A. Patel, Thomas G. Roberts, Jr., Gregory S. Swart, John R. Warren
and Mark C. Wehrly, Managing
Members.
|
2.
|
Managing Members of
the Farallon General Partner
|
|
(a)
|
Alice
F. Evarts, Richard B. Fried, Daniel J. Hirsch, Monica R. Landry, Michael
G. Linn, Stephen L. Millham, Rajiv A. Patel, Thomas G. Roberts, Jr.,
Andrew J.M. Spokes, Thomas F. Steyer, Gregory S. Swart, John R. Warren and
Mark C. Wehrly.
|
|
(b)
|
c/o
Farallon Capital Management, L.L.C.
|
One
Maritime Plaza, Suite 2100
San
Francisco, California 94111
|
(c)
|
The
principal occupation of Thomas F. Steyer is serving as senior managing
member of the Farallon General Partner. The principal
occupation of Andrew J.M. Spokes is serving as co-senior managing member
of the Farallon General Partner. The principal occupation of
each other managing member of the Farallon General Partner is serving as a
managing member of the Farallon General
Partner.
|
|
(d)
|
Each
of the managing members of the Farallon General Partner, other than Andrew
J. M. Spokes and Gregory S. Swart, is a citizen of the United
States. Andrew J. M. Spokes is a citizen of the United
Kingdom. Gregory S. Swart is a citizen of New
Zealand.
|
None of
the managing members of the Farallon General Partner has any additional
information to disclose with respect to Items 2-6 of the Schedule 13D that is
not already disclosed in the Schedule 13D.
EXHIBIT
INDEX
EXHIBIT
15
|
Joint
Acquisition Statement Pursuant to Section 240.13d-1(k)
|
EXHIBIT
16
|
Agreement
Regarding Arrangement
|
EXHIBIT
17
|
Release
|
EXHIBIT
15
to
SCHEDULE
13D
JOINT
ACQUISITION STATEMENT
PURSUANT TO SECTION
240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is
inaccurate.
Dated: February
3, 2011
/s/ Monica R.
Landry
FARALLON
PARTNERS, L.L.C.,
On its
own behalf and
As the
General Partner of
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON
CAPITAL (AM) INVESTORS, L.P.
By Monica
R. Landry, Managing Member
/s/ Monica R.
Landry
Monica R.
Landry, individually and as attorney-in-fact for each of Richard B. Fried,
Daniel J. Hirsch, Davide Leone, Michael G. Linn, Douglas M. MacMahon, Stephen L.
Millham, Rajiv A. Patel, Thomas G. Roberts, Jr., Andrew J. M. Spokes, Thomas F.
Steyer, John R. Warren and Mark C. Wehrly
EXHIBIT
16
to
SCHEDULE
13D
AGREEMENT
REGARDING ARRANGEMENT
Reference
is made to (a) the support agreement (the "
Support Agreement
") entered
into among certain shareholders (each an "Initiating Shareholder", and
collectively the "Initiating Shareholders") of MI Developments Inc. ("MID") and
445327 Ontario Limited ("445") between December 20, 2010 and December 22, 2010
pursuant to which such parties agreed to cause their Class A Shares and Class B
Shares to be voted in favour of the Arrangement Resolution, subject to the terms
and conditions of such agreement and (b) the arrangement agreement (the "
Arrangement Agreement
") dated
the date hereof among MID, 445 and the Stronach Trust. Capitalized
terms used but not otherwise defined herein shall have the meanings set out in
the Arrangement Agreement.
FOR GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, each of the Initiating Shareholders, MID, 445 and the Stronach
Trust agree as follows:
1.
Each
Initiating Shareholder (in respect of itself only and based solely on its own
review and not on any representations or advice from any other Initiating
Shareholder) acknowledges and agrees that it has reviewed drafts of the
definitive documents for the Arrangement dated January 29, 2011 (the "
Draft Documents
") (being the
Arrangement Agreement, the Plan of Arrangement in the form attached to the
Arrangement Agreement, the Transfer Agreement in the form attached to the
Arrangement Agreement and this Agreement) and that it shall not exercise any
right of termination pursuant to sections 5(a) or 5(b) of the Support Agreement
provided that the executed versions of such definitive documents are
substantially in the form of the Draft Documents.
2.
On the
Effective Date and conditional on the closing of the Arrangement, MID shall
reimburse the Initiating Shareholders (which for greater certainty excludes 445,
whose fees shall be reimbursed in accordance with section 6.3 of the Arrangement
Agreement) for or, as applicable, pay on their behalf: (a) their reasonable
legal and advisory fees incurred and to be incurred in connection with the
Arrangement (to the extent that such fees have not already been paid by MID
pursuant to the letter agreement dated January 28, 2011), excluding, for greater
certainty, fees in connection with any enforcement proceedings taken pursuant to
section 7, and (b) their reasonable legal and advisory fees paid to Voorheis
& Co. LLP ("
Voorheis
") and Thornton Grout
Finnigan LLP prior to the date of the Support Agreement in connection with their
investment in MID up to an aggregate maximum of US$1,000,000 for all Initiating
Shareholders for all such fees. The Initiating Shareholders, through
Voorheis or a Designated Person (as defined below), shall provide MID with the
amount of and payment instructions for the fees to be reimbursed pursuant to
this section
2
, together with copies of the
applicable invoices, at least three Business Days prior to the expected
Effective Date (and MID shall provide Voorheis or the Designated Person, as
applicable, with at least seven Business Days notice of the expected Effective
Date). The payment of the amount of fees to be reimbursed pursuant to
this section
2
by MID in accordance with the
payment instructions provided by Voorheis or the Designated Person, as
applicable, shall satisfy and fully discharge MID's reimbursement obligations
pursuant to this section
2
.
3.
MID
agrees with the Initiating Shareholders (a) that it will comply with its
obligations under sections 2.1, 2.2, 2.8, 4.3(a) and 4.3(c) of the Arrangement
Agreement, (b) not to extend the Outside Date or the time for the performance of
any of the obligations or other acts of the parties to the Arrangement Agreement
without the prior approval of the Initiating Shareholders, (c) not to amend the
Arrangement Agreement, the Plan of Arrangement, the Transfer Agreement or the
Releases, or waive compliance with any of the agreements of the parties to the
Arrangement Agreement or with any conditions to its own obligations, in each
case in a manner that is adverse to the Initiating Shareholders in a material
respect, without the prior approval of the Initiating Shareholders, and (d) not
to terminate the Arrangement Agreement pursuant to section 6.1(a) of the
Arrangement Agreement without the prior approval of the Initiating
Shareholders. MID shall permit Blake, Cassels & Graydon LLP to
review and comment on the Circular, all documents sent with the Circular, all
documents filed with the Court in connection with the Interim Order and the
Final Order and any amendments thereto, recognizing that whether or not such
comments are ultimately included will be determined by MID, acting
reasonably.
4.
Each of
445 and the Stronach Trust agrees with the Initiating Shareholders that it will
comply with its obligations under sections 2.1, 2.8, 4.3(a) and 4.3(c) of the
Arrangement Agreement, as applicable, other than as may be consented to by the
Initiating Shareholders.
5.
The
parties acknowledge and agree that an award of money damages would be inadequate
for any breach of section 3 or 4 of this Agreement by MID, 445 or the Stronach
Trust, as applicable, and any such breach would cause the Initiating
Shareholders irreparable harm. Accordingly, the parties agree that,
in the event of any breach or threatened breach of sections 3 or 4 of this
Agreement by MID, 445 or the Stronach Trust, as applicable, the Initiating
Holders will be entitled, without the requirement of posting a bond or other
security, to remedies of injunctive relief and specific
performance. Such remedies shall be the exclusive remedies for any
breach of sections 3 or 4 of this Agreement or the Arrangement Agreement by MID,
445 or the Stronach Trust, as applicable. Notwithstanding the
foregoing, this section 5 shall not preclude the Initiating Shareholders from
bringing any action in the name and on behalf of MID under section 246 of the
Business Corporations
Act
(Ontario) or any successor provision to enforce the Arrangement
Agreement.
6.
In taking
any actions to provide their consent under section 3 or 4 of this Agreement, the
Initiating Shareholders shall act solely through a person designated by
Initiating Shareholders holding more than 50% of the aggregate Class A Shares
held by the Initiating Shareholders (the "
Designated
Person
"). In respect of any consent of the Initiating
Shareholders requested pursuant to section 3 or 4, the Designated Person shall
not provide such consent without obtaining the approval or consent of Initiating
Shareholders holding more than 50% of the aggregate Class A Shares held by the
Initiating Shareholders , and MID, 445 and the Stronach Trust shall be permitted
to rely on any consent provided by the Designated Person and shall not be
obligated to deal with a multiplicity of Initiating Shareholders. Any
consent provided by the Designated Person shall be binding upon all Initiating
Shareholders as if made by each of them directly. If a Designated
Person does not respond to a request for approval or consent on behalf of the
Initiating Shareholders within seven days of the request, the approval or
consent of the Initiating Shareholders for the applicable matter shall be deemed
to have been given.
7.
No
Initiating Shareholder may seek to enforce section 3 or 4 of this Agreement
unless such enforcement has been approved by Initiating Shareholders holding
more than 50% of the aggregate Class A Shares held by the Initiating
Shareholders.
8.
Notwithstanding
Section 3(b) of Schedule B to the Support Agreement, 445’s voting of its Class B
Shares of MID on the resolution for the election of the persons nominated by the
Initiating Shareholders to be directors of MID shall be governed by this
Agreement and not by Section 3(b) of Schedule B to the Support Agreement. 445
may vote its Class B Shares of MID on the resolution for the election of the
persons nominated by the Initiating Shareholders to become directors of MID at
the Effective Time (which shall be a separate resolution from the resolution to
approve the Plan of Arrangement) and 445 shall not, directly or indirectly,
nominate or vote for the election of any other persons to become directors of
MID at the Effective Time.
9.
MID
represents and warrants to and in favour of each of the Initiating Shareholders
as follows and acknowledges that each of the Initiating Shareholders is relying
on such representations and warranties in entering into this
Agreement:
(a)
|
MID
has filed with all applicable Governmental Entities true and complete
copies of all documents that MID is required by applicable Securities Laws
to file therewith. Such documents, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading. Each such document at the time filed
complied in all material respects with the requirements of applicable
Securities Laws.
|
(b)
|
Since
September 30, 2010, there have been no amendments to the Magna Leases
(excluding any Magna Leases identified in the disclosure letter dated the
date hereof) outside of the ordinary course of business that would result
in a material adverse change to the income or value of the Real Estate
Business. "Magna Leases" means the real property leases between
MID or any of its Subsidiaries, on the one hand, and Magna International
Inc. or any of its Subsidiaries, on the other
hand.
|
(c)
|
Since
December 22, 2010, MID and its Subsidiaries have not entered into any
transaction or series of related transactions with 445, the Trust, the
directors or officers of MID or of any of its Subsidiaries, or any of
their Affiliates or immediate family members, with a value in excess of $2
million, other than (i) as publicly disclosed prior to the date hereof or
as disclosed in the disclosure letter dated the date hereof, (ii) pursuant
to the Pre-Arrangement Reorganization or the Arrangement Agreement, (iii)
transactions solely between MID and any of its Subsidiaries or solely
between Subsidiaries of MID, or (iv) transactions in respect of the Racing
and Gaming Business or the Development Properties (for greater certainty,
any funding by MID or its Subsidiaries (other than Raceco and its
Subsidiaries or the Development Property Companies) of the Racing and
Gaming Business or the Development Properties shall be subject to section
4.1 of the Arrangement Agreement).
|
10.
MID shall
give prompt notice to Blake, Cassels & Graydon LLP of the occurrence of any
event which would cause any representation or warranty in section 9 of this
Agreement to be untrue or inaccurate in any material respect at the Effective
Time. If any of the representations and warranties in section 9 of
this Agreement shall not be true and correct in all material respects at the
Effective Time with the same force and effect as if such representations and
warranties were made at and as of such time, or a certificate dated the
Effective Date to that effect shall not have been delivered by MID, the
Designated Person may elect to require MID, 445 and the Trust to not close the
Arrangement and to terminate the Arrangement Agreement. No such
election may be made if (a) Initiating Shareholders holding 10% or more of the
aggregate Class A Shares held by the Initiating Shareholders had knowledge of
the applicable breach or inaccuracy of the representation or warranty on the
date hereof, (b) the Initiating Shareholders had previously consented (in the
manner contemplated by section 6) to the matter giving rise to such breach or
inaccuracy or (c) in the case of a breach or inaccuracy of the representation
and warranty in section 9(c) of this Agreement, such breach has been cured by
445 or the Trust. In making the election pursuant to this section 10,
the Initiating Shareholders shall act solely through the Designated
Person. The Designated Person shall not make such election without
first obtaining the written approval of (a) Initiating Shareholders holding in
excess of 50% of the Class A Shares held by the Initiating Shareholders and (b)
holders of Class A Shares holding more than 33-1/3% of the outstanding Class A
Shares immediately prior to making such election, and MID shall be permitted to
rely on any election provided by the Designated Person and shall not be
obligated to deal with a multiplicity of Initiating Shareholders. Any
election made by the Designated Person with such prior written approval shall be
binding upon all Initiating Shareholders as if made by each of them
directly. The election contemplated by this section shall be the
Initiating Shareholders' sole remedy arising under this Agreement for any breach
or inaccuracy of the representations and warranties in section 9 of this
Agreement.
11.
As soon
as reasonably available, MID shall provide to Blake, Cassels & Graydon LLP
statements disclosing (a) the cash position of MID, (b) indebtedness of MID for
borrowed money and (c) the rental revenue from the Real Estate Business, in each
case as at and for the year ended December 31, 2010, the three-months ended
March 31, 2011 and for each calendar month thereafter until the Effective
Date. Such statements shall be reviewed by the auditors of MID prior
to delivery to Blake, Cassels & Graydon LLP.
12.
MID shall
provide Blake, Cassels & Graydon LLP with a copy of (a) all notices provided
or received by it pursuant to the Arrangement Agreement, (b) all amendments to
the Arrangement Agreement and (c) all waivers provided or received by it
pursuant to the Arrangement Agreement.
13.
Each
Initiating Shareholder covenants in favour of 445 that it will not at any time
on or after the date of this Agreement and before 180 days after the Effective
Time enter into any agreement or arrangement (other than this Agreement) with
any other shareholder of MID relating in any way to the manner in which it will
exercise or not exercise its voting rights respecting shares of MID (otherwise
than in favour of the Plan of Arrangement) unless such agreement or arrangement
is entered into in response to an event, action or matter that arises after the
Effective Time and was not contemplated or anticipated by the Initiating
Shareholders before the Effective Time.
14.
If any
Initiating Shareholder, alone or together with one or more persons with whom
such Initiating Shareholder does not deal at arm's length for the purposes of
the
Income Tax Act
(Canada), is, or prior to the Effective Time becomes, the beneficial owner of
10% or more of the issued and outstanding Class A Shares or 10% or more of the
issued and outstanding Class B Shares, then such Initiating Shareholder shall
not dispose of any of its shares of MID before the Effective Time to a person
who is not related to such Initiating Shareholder for the purposes of the
Income Tax Act
(Canada) or to
a partnership.
15.
MacKenzie
Financial Corporation ("
MFC
"), being one of the
Initiating Shareholders, shall cause those of its funds on behalf of which MFC
signed the Support Agreement which are corporations not to acquire any
additional Class A Shares and Class B Shares before the Effective Date either
directly or indirectly by way of options, swaps, future or forward contracts,
hedging contracts or similar transactions.
16.
This
Agreement is an agreement between each Initiating Shareholder and MID, 445 and
the Stronach Trust, and no Initiating Shareholder has an agreement with any
other Initiating Shareholder and no Initiating Shareholder may enforce this
Agreement against any other Initiating Shareholder. Only MID, 445 or
the Stronach Trust may enforce this Agreement against an Initiating
Shareholder. Each Initiating Shareholder confirms that in negotiating
and executing this Agreement it did not intend and did not become a "group" (as
defined in Rule 13d of the United States Securities Exchange Act of 1934) with
any other Initiating Shareholder with respect to the matters contemplated
herein. This Agreement may not be amended without the written consent
of holders of a majority of the Class A Shares held by all Initiating
Shareholders. This Agreement is not intended to confer on any person
other than the parties any rights or remedies.
17.
Each
Initiating Shareholder and 445 confirms and agrees that the Support Agreement
remains in full force and effect, subject to this Agreement.
18.
This
Agreement shall be governed by the laws of the Province of Ontario and shall
take effect upon the execution and delivery of this Agreement or a counterpart
hereof by each of the Initiating Shareholders. For purposes of the
enforcement of this Agreement and the Arrangement Agreement, the parties hereby
irrevocably attorn to the exclusive jurisdiction of the courts of the Province
of Ontario.
[THE
REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]
DATED
the
3
1st
day of
January, 2011.
|
|
MI
DEVELOPMENTS INC.
|
By:
|
/s/
Don Cameron
|
|
Name: Don
Cameron
|
|
Title:
Chief Operating Officer
|
|
/s/
Rocco Liscio
|
|
Name: Rocco
Liscio
|
|
Title:
Executive Vice-President and Chief Financial Officer
|
|
|
445327
ONTARIO LIMITED
|
By:
|
/s/
Belinda Stronach
|
|
Name: Belinda
Stronach
|
|
Title:
President
|
|
|
THE
STRONACH TRUST
|
By:
|
/s/
Frank Stronach
|
|
Name: Frank
Stronach
|
|
Title:
Trustee
|
|
/s/
Belinda Stronach
|
|
Name: Belinda
Stronach
|
|
Title:
Trustee
|
____________________________________
(Print
Name of Initiating Shareholder)
____________________________________
(Signature
of Initiating Shareholder or Authorized Signatory)
____________________________________
(Print
Name and Title)
DATED the
31st
day of
January, 2011
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
FARALLON
CAPITAL (AM) INVESTORS, L.P.
BY: FARALLON PARTNERS, L.L.C.,
THEIR GENERAL PARTNER
By:
/s/ Daniel
J. Hirsch
Name: Daniel J. Hirsch
Title: Managing
Member
SHAREHOLDER
|
CLASS
A SHARES
HELD
|
FARALLON
CAPITAL PARTNERS, L.P.
|
483,630
|
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.
|
375,575
|
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
|
39,400
|
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
|
1,479,438
|
FARALLON
CAPITAL (AM) INVESTORS, L.P.
|
41,073
|
No
Class B Shares held.
EXHIBIT
17
to
SCHEDULE
13D
RELEASE
Reference
is hereby made to the Arrangement Agreement
(the "
Agreement
") made
the
31st
day of January,
2011 by and between MI Developments Inc. (“
MID
”), 4455327 Ontario Limited
(“
445
”) and The Stronach
Trust (the “
Trust
”).
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Agreement.
Whereas
certain shareholders of MID have expressed disagreement in the past with respect
to the management of MID and the conduct of its directors and officers and have
asserted wrongdoing by MID and its directors and officers including assertions
of intentional wrongdoing including fraud and those shareholders have asserted
that MID can or ought to bring a civil action against its current and former
directors and officers in respect of the asserted wrongdoing;
And
whereas MID and its directors and officers have always maintained that their
actions and conduct have been permissible, appropriate and in accordance with
any and all duties owed by them
And
whereas there have been court and other proceedings which have been commenced in
which the propriety of the conduct of MID, current and former directors and
officers have been put into issue;
And
whereas by the Agreement if closed, it is intended and agreed that any and all
claims that have been or could have been brought by the shareholders as against
MID and/or its current and former officers and directors and/or its controlling
shareholders including, without limitation, those that are or could have been
asserted in Action No. CV-10-403595 in the Ontario Superior Court of Justice, as
well as those that could have been asserted in the name of MID are to be
dismissed on a without costs basis and without any admission of
liability;
Parties in Attached
Schedule
on behalf of itself and on behalf of its affiliates, successors,
assigns, directors, officers, trustees and/or legal representatives
(collectively in such capacity the "
Releasor
"), for good and
valuable consideration, the receipt and sufficiency of which is hereby
irrevocably acknowledged, hereby agrees:
(i)
to
irrevocably and unconditionally release and forever discharge MID, 445, Frank
Stronach and the Trust as well as each of their affiliates, successors, assigns,
current directors and officers, former directors and officers, current trustees,
former trustees, beneficiaries, shareholders and legal representatives
(collectively in such capacity the "
Releasees
"), of and from all
manner of actions, causes of action, suits, penalties, demands, debts, accounts,
covenants, contracts, damages and all other claims whatsoever of any nature,
character and description, whether contractual, legal or otherwise, whether
known or unknown, which the Releasor ever had or now has up to and including the
Effective Date, even if discovered after the execution of this Release against
any of the Releasees including without limiting the generality of the foregoing,
any allegations that any current or former director, current or former officer,
current or former trustee, shareholder or beneficiary of MID, 445 and/or the
Trust breached any duties, whether contractual, statutory or otherwise, owed to
any party by virtue of being
a director, officer, trustee,
shareholder or beneficiary of MID, 445 and/or the Trust at any time whatsoever
up to and including the Effective Date including any claims that are or could
have been advanced in Action No. CV-10-403595 in the Ontario Superior Court of
Justice (all collectively hereinafter referred to as the “Claim” or “Claims” as
the context requires); and
(ii)
not to
make any Claim of any nature whatsoever or take any proceeding, and hereby
renounce thereto, against any other person, firm or corporation who might
advance a Claim for contribution or indemnity from the Releasees released
hereunder.
The
Releasor hereby represents and warrants that it has not commenced, and hereby
irrevocably and unconditionally covenants and agrees that it will not commence
or pursue any other Claims which it is releasing herein.
The
Releasor hereby represents and warrants that it has not assigned to any other
person or entity any of the Claims which it is releasing herein.
Nothing
in this Release shall be construed as an admission of liability by the Releasees
and any such liability is denied.
This
Release is binding upon the Releasor and enures to the benefit of the Releasees
and their respective affiliates, successors, assigns, current directors and
officers, former directors and officers, current trustees, former trustees,
beneficiaries, legal representatives and permitted assigns. This Release will be
governed by, interpreted and enforced in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable
therein.
This
Release may be signed in
counterparts and will be valid and binding even though the parties sign separate
copies of it.
This
Release may be executed
by facsimile and if so executed, shall be legal, valid and binding on any party
executing in such a manner.
In witness
whereof
, this Release has been executed as of the 31st day of January,
2011 and will take effect as of the Effective Date.
|
|
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|
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Per:
|
See
Attached Schedule
|
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Name:
|
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Title:
|
DATED
the
31st
day of
January, 2011
FARALLON
CAPITAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
FARALLON
CAPITAL (AM) INVESTORS, L.P.
BY: FARALLON
PARTNERS, L.L.C.,
THEIR GENERAL PARTNER
By:
/s/ Daniel
J. Hirsch
Name: Daniel J. Hirsch
Title: Managing
Member
SHAREHOLDER
|
CLASS
A SHARES
HELD
|
FARALLON
CAPITAL PARTNERS, L.P.
|
483,630
|
FARALLON
CAPITAL INSTITUTIONAL PARTNERS, L.P.
|
375,575
|
FARALLON
CAPITAL INSTITUTIONAL PARTNERS II, L.P.
|
39,400
|
FARALLON
CAPITAL OFFSHORE INVESTORS II, L.P.
|
1,479,438
|
FARALLON
CAPITAL (AM) INVESTORS, L.P.
|
41,073
|
No
Class B Shares held.