MI Developments eliminates its dual-class share structure

Date Closed: 6/30/2011

Value: US$650 million

On June 30, 2011, MI Developments Inc. (MID) eliminated its dual-class share structure by way of a plan of arrangement under the Business Corporations Act (Ontario). The reorganization proposal was made by a majority of the holders of MID's Class A Subordinate Voting Shares (the Initiating Shareholders) and supported by MID's controlling shareholder, (the Stronach Shareholder) a company controlled by the Stronach Trust.

The plan of arrangement provided for the elimination of MID’s dual-class share structure through: the cancellation of all of MID’s Class B Shares held by the Stronach Shareholder in consideration for the transfer to the Stronach Shareholder of MID’s horse racing, gaming and real estate development assets (and associated liabilities), MID’s head office, US$21.5 million of funding for the transferred assets and certain other assets with a collective fair market value in the range of US$585 million to US$730 million; and the purchase for cancellation by MID of the remaining Class B Shares in consideration for 1.2 Class A Subordinate Voting Shares which were renamed Common Shares following the cancellation of the Class B Shares.

MID will continue to operate its income-producing real estate business and is restricted from engaging in or having an interest in, directly or indirectly, any business related to horse racing or gaming in accordance with the terms of a forbearance agreement.

BLG acted as counsel to the Special Committee of MID’s Board of Directors with a team comprising Jeff Barnes, Paul Simon, Larissa Tkachenko and Habeeb Syed.