-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Juo0gpBjlOvhfJxLMe5l0cT8PaJzOYn0F+xZcTodOeVI/PJxDBB8vB+4RWvXpaPJ xJjRv8eO0NLz74uTR4RYFg== 0001164833-10-000053.txt : 20101230 0001164833-10-000053.hdr.sgml : 20101230 20101229194758 ACCESSION NUMBER: 0001164833-10-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101230 DATE AS OF CHANGE: 20101229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MI DEVELOPMENTS INC CENTRAL INDEX KEY: 0001252509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79210 FILM NUMBER: 101279301 BUSINESS ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 BUSINESS PHONE: 9057136322 MAIL ADDRESS: STREET 1: 455 MAGNA DR STREET 2: AURORA ONTARIO CITY: CANADA STATE: A6 ZIP: L4G7A9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001164833 IRS NUMBER: 954871957 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 725 SOUTH FIGUERORA ST 39TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2134301000 MAIL ADDRESS: STREET 1: 725 SOUTH FIGUEROA ST 39TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D/A 1 mim13d05.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* MI Developments Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Subordinate Voting Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 55304X104 - -------------------------------------------------------------------------------- (CUSIP Number) Anna Marie Lopez Hotchkis and Wiley Capital Management, LLC 725 South Figueroa Street, 39th floor Los Angeles, California 90017-5439 (213) 430-1896 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 2010 - -------------------------------------------------------------------------------- (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), 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) 13D =================== CUSIP No. 55304X104 =================== - ------------==================================================================== NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hotchkis and Wiley Capital Management, LLC 95-4871957 - ------------==================================================================== CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 2 - ------------==================================================================== 3 SEC USE ONLY - ------------==================================================================== SOURCE OF FUNDS (See Instructions) 4 OO - ------------==================================================================== CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) OR 2(e) [ ] - ------------==================================================================== CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------==================================================================== SOLE VOTING POWER 7 NUMBER OF 3,119,000 ------------=========================================== SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- ------------=========================================== EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,534,200 PERSON WITH ------------=========================================== SHARED DISPOSITIVE POWER 10 -0- - ------------==================================================================== AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,534,200 shares (Ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) - ------------==================================================================== CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES (See Instructions) [ ] - ------------==================================================================== PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.8% - ------------==================================================================== TYPE OF REPORTING PERSON (See Instructions) 14 IA - ------------==================================================================== This Amendment No. 5 (this "Amendment") amends that certain Statement on Schedule 13D filed on April 17, 2008, as amended by that certain Amendment No. 1 filed on May 16, 2008, Amendment No. 2 filed on March 6, 2009 and Amendment No. 3 filed on November 13, 2009 and Amendment No. 4 filed on December 9, 2009 (collectively, the "Schedule 13D"), which relates to the Class A Subordinate Voting Shares (the "Class A Shares") of MI Developments Inc. (the "Company"). The Company's principal offices are located at 455 Magna Drive, Aurora, Ontario, Canada L4G 7A9. Item 3. Source And Amount Of Funds And Other Consideration - ------- -------------------------------------------------- HWCM purchased the Class A Shares on behalf of its clients in the ordinary course of business, using the investment capital of its clients. The Class A Shares were acquired at an average price of approximately $24.43 per share (including commissions). The amount of investment capital used to purchase the Class A Shares was approximately $110,765,164 (including commissions). Item 4. Purpose Of The 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 December 22, 2010 (the "Company 6-K"), the Company received on December 22, 2010 a proposal for a plan of arrangement or other form of transaction (the "Transaction") which, if effected, would result in, among other things and as more fully described in the Company 6-K: (i) the transfer of the Company's horseracing, gaming and real estate development and certain other assets and liabilities to the corporation controlled by the Stronach Trust that owns Class B Shares of the Company (such corporation, the "ST Shareholder"); (ii) the conversion of each Class A Share of the Company into one new common share of the Company; (iii) the conversion of each publicly held Class B Share into 1.2 new common shares of the Company; and (iv) the cancellation of each Class B Share held by the ST Shareholder for no consideration other than the transfer of assets and liabilities referenced in clause (i). In connection with the proposed Transaction, on December 22, 2010, the Reporting Person, as holder of the Class A Shares reported herein, entered into a Support Agreement (the "Support Agreement") with 445327 Ontario Limited, an entity controlled by the Stronach Trust. Pursuant to the Support Agreement and subject to the terms and conditions thereof, the Reporting Person, as a Class A shareholder,agrees with the controlling shareholder to, among other things, support and vote in favor of a proposal to reorganize the Company. A copy of the Support Agreement is attached as Exhibit 1. Pursuant to the Support Agreement and subject to the terms and conditions thereof, the Reporting Person party to the Support Agreement has the right to terminate its obligations under the Support Agreement under certain conditions, including but not limited to: (i) the terms of the Transaction changing from those set out in the term sheet attached to the Support Agreement (the "Term Sheet") in a manner that is adverse to the Reporting Person or all shareholders signatory to the Support Agreement in a material respect; (ii) such Reporting Person, acting reasonably, determining that the definitive documents relating to the Transaction do not reflect the terms contemplated in the Term Sheet in a manner that is materially adverse to such Reporting Persons; (iii) the execution of definitive documentation relating to the Transaction having not occurred by January 31, 2011; or (iv) the Transaction having not been implemented by June 30, 2011. Although the Reporting Person does not have any specific plan or proposal to acquire or dispose of the Class A Shares, the 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 pportunities, 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 its investment intent, the Reporting Person 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 Transaction. Such communications may concern, without limitation, the proposed Transaction, 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. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto. Item 5. Interest In Securities Of The Issuer - ------- ------------------------------------ (a) The percentage amount set forth in Row 13 for the cover page filed herewith is calculated based upon the 46,160,564 Class A Shares outstanding as of December 31, 2009, as reported by the Company in its Form 40-F for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on March 29, 2010. (b) The number of shares of Class A Shares as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Filing Persons is set forth on the cover page in items 7 through 10. Note that certain of HWCM's clients have retained voting power over the Class A Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Class A Shares than it can vote. (c) Information concerning transactions relating to the shares offered through open market transactions by the Reporting Person during the past sixty days are listed below. Transaction date Shares purchased/(sold) Price per share 12/22/10 170,400 $28.4311 Purchase made after the announcement by the Company of the proposed transaction. (d) The securities as to which this Schedule is filed by HWCM, In its capacity as investment adviser, are held in HWCM clients' custodial accounts for the benefit of its clients. These clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. HWCM disclaims beneficial ownership of all securities owned for the benefit of its clients. (e) Not applicable. SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 29, 2010 Hotchkis and Wiley Capital Management, LLC By: /s/ Anna Marie Lopez Name: Anna Marie Lopez Title: Chief Operating Officer EX-1 2 mimex1.txt EXHIBIT 1 to SCHEDULE 13D SUPPORT AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the shareholders (each a "Shareholder", and collectively the "Initiating Shareholders") of MI Developments Inc. (the "Company") listed in the attached Schedule A, and such other direct or indirect shareholders of the Company who may execute a counterpart of this Agreement, agree as follows with respect to a plan of arrangement or other form of transaction (the "Transaction") substantially on the terms and subject to the conditions set out in the attached Schedule B. For this purpose, each of the Initiating Shareholders further agrees as follows with respect to itself: 1. Certain Initiating Shareholders will propose, with the support of 445327 Ontario Limited ("445"), the Transaction to the board of directors (the "Board") of the Company and request that the Board take all action required to implement the Transaction as soon as reasonably practicable in accordance with all applicable legal and regulatory requirements. 2. Each Shareholder agrees to vote (or cause to be voted) all Class A Subordinate Voting Shares and Class B Shares of the Company (the "Shares") owned or controlled by that Shareholder in favour of the Transaction. 3. Each Shareholder confirms that it owns or controls the class and number of Shares set out below its signature on the counterpart executed by it and has the authority to vote or direct the voting of such Shares as contemplated by this Agreement. 4. For so long as this Agreement remains in effect, as to each Shareholder, each Shareholder shall not sell or otherwise transfer any Shares or take any other action that would prevent it from carrying out its obligations under this Agreement except that the Shareholder may sell or otherwise transfer all or part of the Shares to a person, corporation or entity that agrees to be bound by the terms hereof and executes a counterpart to this Agreement. 5. Each Shareholder has the right to terminate its obligations under this Agreement by giving notice to the Company if: (a) the terms of the Transaction are changed from those set out in Schedule B in a manner that is adverse to that Shareholder or to all Initiating Shareholders in a material respect; (b) the Shareholder, acting reasonably, determines that the definitive documents do not reflect the terms contemplated in Schedule B in a manner that is materially adverse to the Shareholder; (c) the execution of definitive documentation relating to the transaction has not occurred by January 31, 2011 or the transaction has not been implemented by June 30, 2011; (d) the meeting of shareholders of the Company to approve the Transaction has occurred; (e) this Agreement has not been signed (by joinder or counterpart) on or before January 31, 2011 by holders of Class B Shares which constitutes a "majority of the minority" of such shares for purposes of National Instrument 61-101 (excluding in such calculation Shares held by the Magna Deferred Profit Sharing Plan (Canada)); or (f) less than 30% of all outstanding Class A Subordinate Voting Shares remain subject to this Agreement. 445 agrees to promptly notify each Shareholder if it becomes aware of the occurrence of any of the foregoing events except for the event referred to in (d) above. 6. Each Shareholder confirms that it has been a long-time investor in the Company and has sufficient knowledge of and access to information concerning the Company and its Shares to decide to enter into this Agreement. Each Shareholder further confirms that any factors peculiar to that Shareholder, including non- financial factors, that were considered relevant by that Shareholder in assessing the terms of the Transaction did not have the effect of reducing the consideration that otherwise would have been considered acceptable by that Shareholder. Nothing in this paragraph shall be construed as meaning or implying that the Shareholder possesses any undisclosed information relating to the Company. 7. Each Shareholder confirms that the following statement is X or is not ______ (check as applicable) accurate in respect of the Shareholder: The Shareholder is not (i) an "interested party" (as defined in National Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("NI 61-101")) in respect of the Transaction, (ii) a "related party" (as defined in NI 61-101) of an "interested party" in respect of the Transaction or (ii) acting "jointly or in concert", as determined in accordance with section 91 of the Securities Act (Ontario), with an "interested party" in respect of the Transaction or with a "related party" of an "interested party" in respect of the Transaction. 8. Each Shareholder agrees to execute and deliver a proxy to the Company in respect of the meeting of shareholders to be called to approve the Transaction as contemplated by this Agreement. 9. 445 agrees to vote (or cause to be voted) all Shares owned or controlled by 445 in favour of the Transaction and agrees to execute and deliver a proxy to the Company in respect of the meeting of shareholders to be called to approve the Transaction as contemplated by this Agreement. 10. This Agreement is an agreement between each Shareholder and 445, and no Shareholder has an agreement with any other Shareholder and no Shareholder may enforce this Agreement against any other Shareholder. Only 445 may enforce this Agreement against a Shareholder. There are no third party beneficiaries of this Agreement, except the Initiating Shareholders. Each 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 Securities Exchange Act) with any other 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 Subordinate Voting Shares held by all Initiating Shareholders. (Remainder of page intentionally left blank. Signature page follows.) 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 listed in Schedule A. Dated 21st day of December, 2010. Hotchkis and Wiley Capital Management, LLC* (Print Name of Shareholder) /s/ Anna Marie Lopez (Signature of Shareholder or Authorized Signatory) Anna Marie Lopez, Chief Operating Officer (Print Name and Title) 4,363,800 shares (voting authority for 3,070,700 shares) (Number of Class A Subordinate Voting Shares Held) 0 (Number of Class B Shares Held) *shares owned by various clients (Indicate if Shares are Owned or Controlled and if Controlled or not Owned Directly, print name(s) of Registered Shareholders(s)) Dated December 22, 2010 445327 Ontario Limited By: /s/ Frank Stronach Name: Frank Stronach Title: Authorized Signing Officer SCHEDULE A INITIATING SHAREHOLDERS SCHEDULE A INITIATING SHAREHOLDERS 1. Farallon Capital Partners, L.P. 2. Farallon Capital Institutional Partners, L.P. 3. Farallon Capital Institutional Partners II, L.P. 4. Farallon Capital Offshore Investors II, L.P. 5. Farallon Capital Offshore Investors III, Inc. 6. Hotchkis and Wiley Capital Management, LLC 7. Tyndall Capital Partners 8. Franklin Templeton Investments Corp. as manager and trustee of Bissett Small Cap Fund 9. Owl Creek Asset Management L.P. 10. Mackenzie Financial Corporation 11. The Mangrove Partners Fund, LP 12. Donald Smith & Co., Inc. 13. John Moran 14. Inky Investments 15. CFG Trust #1 16. DLF Trust #1 17. FCF Family Investments 18. Octagon Insurance Group Ltd. 19. Dennis S. Moran 20. Michael Knapp 21. Blake Ashdown IRA 22. Berg & Berg Enterprises, LLC 23. Carl E. Berg 24. Brad Shingleton Trust 25. Theresa Foote Pledge Account 26. North Run Master Fund, LP SCHEDULE B TERM SHEET 1. Definitions: (a) "MID" means MI Developments Inc. and its subsidiaries. (b) "Group 1 Assets and Liabilities" means: (1) the subsidiaries and assets of MID which comprise the totality of the horseracing and gaming assets of MID, including: - Santa Anita Park - Golden Gate Field - Maryland Jockey Club (Pimlico Race Course, Laurel Park, and the Bowie training facility) - Gulfstream Park and associated retail development - Portland Meadows - Horseracing technology assets including XpressBet , AmTote, and HRTV LLC - Joint Venture Interests in connection with the above assets. (2) all properties owned by MID as described under "Real Estate Business - Development Properties" in note 6(a) of the notes to the interim consolidated financial statements of MID having a book value of $174.462 million for the three months ended September 30, 2010; (3) the residential zoned property known as "French Creek"; (4) cash such that the Group 1 Assets and Liabilities shall include on January 1, 2011 $20 million of adjusted working capital, provided that the maximum cash amount payable by MID to STco does not exceed $20 million (excluding restricted cash). For these purposes, adjusted working capital shall mean cash and cash equivalents, restricted cash, trade accounts receivable (net of doubtful accounts), operating inventories and prepaid expenses less all current liabilities (including accounts payable, long term liabilities due in the year, accrued salaries and wages, other accrued liabilities, income tax payables and deferred revenues). Attached as Exhibit A is a schedule of adjusted working capital as of October 31, 2010; and (5) the liabilities consisting of all liabilities associated with or arising out of the properties described in paragraphs (1) and (2) above (the "Group 1 Liabilities"); provided that the Group 1 Liabilities shall not include liabilities between MID, on the one hand, and STco, on the other hand; (6) To the extent any Group 1 Assets are sold or insurance proceeds are collected with respect thereto after the date hereof, any consideration received from such sale or insurance proceeds shall constitute Group 1 Assets; (7) all trademarks, patents, goodwill and other intellectual and intangible property and books and records in respect of the assets described above. (c) "ST Shareholder" means the corporation controlled by the Stronach Trust that owns Class B Shares of MID. (d) "Public Shareholders" means all shareholders of MID other than the ST Shareholder. 2. By way of a plan of arrangement under the Business Corporations Act (Ontario) or other form of transaction as may be agreed to by the parties, MID shall re-organize such that after the reorganization: (a) The Group 1 Assets and Liabilities shall be transferred to a corporation owned by ST Shareholder ("STco"). (b) If MID elects to sell any of the Magna corporate property in Aurora, Ontario on Magna Drive (South of Wellington) or in Oberwaltersdorf, Austria, STco shall have a right of first refusal to purchase from MID. (c) Each Class A Share in MID shall be converted into 1 common share of MID, each Class B share in MID held by Public Shareholders shall be converted into 1.2 common shares in MID and each Class B share in MID held by ST Shareholder shall be cancelled for no further consideration other than the Group 1 Assets and Liabilities. Following closing of the transaction (the "Closing"), MID shall have one class of outstanding shares, being common shares. (d) On the Closing, the adjustments specified in Section 3(d) below will be made to reflect an effective transfer date for the Group 1 Assets and Liabilities of January 1, 2011 (the "Interim Period"), provided that MID shall provide funding for the Group 1 Assets and Liabilities during the Interim Period. The Group 1 Assets will be operated as a separate business in the period between January 1, 2011 and the Closing. 3. Upon Closing: (a) MID shall be restricted from engaging in or having an interest in, directly or indirectly, any business relating to horse racing or gaming. (b) The board of directors of MID shall be elected by the Public Shareholders of MID at the shareholder meeting called to approve the Plan of Arrangement and the nominees proposed for election in the management information circular shall be designated by the supporting Class A Shareholders and STco shall not vote at the meeting to elect the board of directors of MID; (c) MID shall reimburse the supporting Class A shareholders for all of their reasonable legal fees and advisory fees incurred and to be incurred in connection with the transaction and, in addition, MID shall reimburse supporting Class A shareholders for legal/advisory fees paid prior to the date hereof up to $1 million and MID shall reimburse ST Shareholder for all of its reasonable legal fees and advisory fees incurred in connection with the transaction up to $ 1 million; and (d) If the funding requirements (including for greater certainty any funding permitted pursuant to paragraph 4(e) below) of the Group 1 Assets and Liabilities during the Interim Period exceed on average US$4,000,000 per month, ST Shareholder shall reimburse MID for such excess. 4. The principal closing conditions will include: (a) receipt of all regulatory approvals, including all stock exchange approvals and any required securities regulatory approvals; (b) receipt of all required MID shareholder approvals, including a majority of the minority of the Class A shareholders of MID and a majority of the minority of the Class B shareholders of MID; (c) if the transaction proceeds by plan of arrangement, court approval of the plan of arrangement; (d) no material adverse change in the affairs of MID; (e) MID will continue to operate in the ordinary course and will not purchase any gaming or horseracing assets which are unrelated to existing Group 1 Assets. For greater certainty, it is understood that MID may purchase existing joint venture assets and make capital expenditures relating to Group 1 Assets and any such funding shall be included in the funding calculated pursuant to paragraph 3(d) above. (f) reimbursements as contemplated in paragraphs 3(c) and (d) above. (g) accuracy of all MID disclosure documents in all material respects; and (h) the execution of definitive documentation relating to the transaction by January 31, 2011 and implementation of the transaction by June 30, 2011. (i) The target closing date is April 1, 2011. 5. The supporting Class A shareholders agree to discontinue the currently contemplated litigation against MID, its shareholders and current and former officers and directors and provide appropriate releases to such parties, effective upon the implementation of the transaction. 6. Parties will work to complete transaction in a manner that is tax- efficient for ST Shareholder provided that structure is not materially disadvantageous to MID or Public Shareholders. -----END PRIVACY-ENHANCED MESSAGE-----