Posts Tagged ‘magna entertainment bankrupt’
Tuesday, March 10th, 2009
By Ray Paulick
Racing in Northern California, scrambling to recover from the loss of Bay Meadows racetrack, which was closed in 2008 for planned development, also faces the bulldozing of Golden Gate Fields, the parent company of bankrupt owner Magna Entertainment stated in a Securities and Exchange Commission filing on Tuesday.
MI Developments (MID, stock symbol MIM) is the majority shareholder in Magna Entertainment (MEC, stock symbol MECA). When Magna Entertainment filed for chapter 11 bankruptcy March 5, it revealed a $195-million stalking horse bid from MI Developments for several of the racetrack properties, including Golden Gate Fields. In an amendment to a Form 13D filing on Tuesday, MI Developments said, if successful in acquiring Golden Gate, it will “immediately commence seeking all required approvals to develop the property for commercial real estate uses.” The filing goes on to say, "Racing at Golden Gate Fields would cease prior to commencement of construction on the rezoned property.”
MI Developments and Magna Entertainment are both spinoffs from the auto parts giant, Magna International. All three companies are controlled by Thoroughbred owner and breeder Frank Stronach.
Click here to access the filing; the reference to development of Golden Gate Fields is on page two.
Drew Couto, president of Thoroughbred Owners of California, told the Paulick Report Tuesday night he had assurances as recently as last weekend that MI Developments was only pursuing development of excess property at Golden Gate, and that it would not affect horse racing. Couto said he was told the commercial development would be along the lines of developer Rick Caruso’s "Shops at Santa Anita," slated for the Arcadia track’s north parking lot.
"If this is true, this represents a serious change of position of what was expressed to me and TOC last week," Couto said. "We’ll be following up with MEC and MID to see if this is accurate."
Magna Entertainment had previously sought zoning approvals for a portion of the Golden Gate Fields property, filing plans for a retail, entertainment and lodging development in 2002 in partnership with Caruso. After a few years and a groundswell of community opposition, the push for rezoning was dropped. Many local citizens and environmental groups want the the track property, located on the eastern shoreline of the San Francisco Bay, to be turned into public parklands.
Complicating matters for potential rezoning and development is the fact Golden Gate Fields is located in two cities: the majority of the property, including the section Magna previously sought to develop, is in Albany. A smaller portion, including the stable area, is in Berkeley. Both cities are conservative when it comes to commercial development, particularly on wetlands and shoreline property.
So why would MI Developments say it will seek rezoning of the track with two municipalities that have shown limited interest in commercial development? There is some speculation MI Developments and its board are reacting to institutional shareholders who have threatened possible legal action against MI Developments directors for potential breach of fiduciary responsibility. Those shareholders have expressed previous disagreement with the company’s decision to extend credit to Magna Entertainment and pump millions of dollars into the racing operations. Golden Gate Fields would be worth much more as commercial real estate than it is as a racetrack, and its sale or development might help alleviate some of the criticism from those shareholders.
Bay Meadows, located in San Mateo, opened in 1934 and had been California’s oldest continually operating racetrack. Since being closed and meeting the wrecking ball last year, there’s been no progress on development, and a pile of rubble sits as a reminder of what once was a thriving racetrack.
Golden Gate Fields, which this year inherited most of the dates Bay Meadows ran, held its inaugural race meeting in 1941. It’s anyone’s guess when Northern California’s last major track will hold its final race.
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Tags: drew couto, Frank Stronach, golden gate fields, Magna, magna bankrupt, magna bankruptcy, Magna Entertainment, magna entertainment bankrupt, magna entertainment bankruptcy, meca, mi developments, mim, Paulick Report, Ray Paulick, rick caruso, santa anita, thoroughbred owners of california Posted in California, Magna Entertainment | 7 Comments »
Tuesday, March 10th, 2009
By Ray Paulick
Another day, another Schedule 13D filing with the Securities and Exchange Commission from an institutional investor concerning MI Developments, the parent company of bankrupt Magna Entertainment, the racing company created by Eclipse Award-winning Thoroughbred owner and breeder Frank Stronach.
Monday’s filing came from North Run Advisors, a Boston-based investment firm that spent just over $25 million to buy 2.3 million shares in MI Developments (MIM), roughly 5% of the company’s outstanding Class A stock. Half of North Run’s holdings in Mi Developments were bought in early February. North Run said it has joined with other shareholders in retaining counsel to consider legal action against the MI Developments board, which is also controlled by Stronach.
The 13D letter reads, in part: “Collectively with other large shareholders, together representing close to half of the outstanding Class A Shares as of March 4, 2009, (North Run Advisors) have retained counsel to explore the legal remedies available to shareholders of (MI Developments) in connection with related party transactions involving Magna Entertainment Corp., including whether claims should be asserted against directors of the Issuer. Such counsel recently sent a letter to the Issuer’s board of directors notifying them of such initiative.”
MI Developments is Magna Entertainment’s largest shareholder and has pumped hundreds of millions of dollars into the company through credit and cash, much to the dismay of some institutional investors who have seen share prices in MI Developments decline. When Magna Entertainment filed chapter 11 bankruptcy March 5, MI Developments offered debtor in possession financing and made a “stalking horse bid” to acquire several of the company’s racetracks for $195 million for cash and other considerations.
In related news, Magna Entertainment was notified by the NASDAQ stock market that it is being delisted and trading of the company’s stock will be suspended March 16. Monday’s closing price for Magna Entertainment stock (MECA) was eight cents per share.
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Tags: Frank Stronach, magna bankrupt, magna bankruptcy, Magna Entertainment, magna entertainment bankrupt, magna entertainment bankruptcy, meca, mi developments, mim, north run advisors, stronach bankruptcy Posted in Magna Entertainment | 5 Comments »
Monday, March 9th, 2009
By Ray Paulick
The volume of paperwork in Magna Entertainment’s chapter 11 bankruptcy filing last Thursday yielded some interesting details about the Frank Stronach-controlled company, its operations and creditors (tens of thousands of which were listed on more than 500 pages of documents). But pleadings from the company’s attorneys in federal bankruptcy court in Wilmington, Del., for a loan of $62.5 million from parent company MI Developments (MIM) to continue operations were only partially approved by Judge Mary Walrath in Friday’s first hearing when she okayed a smaller loan of just $13.3 million. Bondholders reportedly objected to the amount sought by Magna Entertainment (MEC) and questioned whether its parent company should be the lender.
Along those lines, on March 5, the day Magna Entertainment filed for bankruptcy, one of the largest institutional shareholders in MI Developments sent a letter to the Securities and Exchange Commission expressing concern about MI Developments’ activities and warning of possible legal action against the real estate company’s board of directors.
MI Developments and Magna Entertainment are all spinoffs from the auto parts giant, Magna International. All three companies are controlled by Frank Stronach.
Magna Entertainment’s unaudited financial statements showed 2008 revenues from continuing operations of $593 million, with $413 million of that amount attributable to pari-mutuel wagering. The company said it has assets of $1.049 billion and liabilities of $959 million. There are approximately $6.7 million in uncashed winning tickets and $16 million in horsemen’s accounts at tracks included in the chapter 11 filing. In addition, Magna reported estimated cage holdings of $15.6 million at the company’s casino properties.
“(Magna does not) believe that the funds in the Horsemen Accounts are property of their chapter 11 estates,” the filing said. “Furthermore, the Debtors believe the commencement of these chapter 11 cases could itself negatively affect their customers and Horsemen’s attitudes towards their races and create concerns about their ability to host such races. Accordingly, the Debtors must quickly assure their customers and Horsemen of their ability to fulfill their obligations under the prepetition obligations arising under the Customer Programs, and to maintain their existing customer base and preserve their goodwill on a going-forward basis by continuing these Customer Programs during the postpetition period."
As of Feb. 4, 2009, Magna employs nearly 5,000 workers — 2,748 of them full time and 2,145 part time; 1,862 are represented by labor unions. The company said it is current on all payrolls, with the exception of $1.24 million earned but not paid on bonus compensation (and it said no individual is owed more than $10,950)
There are 38 employees at Magna Entertainment’s Canadian headquarters that were paid $7.344 million in regular earnings and $2.5 million in bonuses in 2008 (an average per employee of $259,000 per year). Twenty-nine of those corporate workers have employment contracts.
Of the racetracks included in the filling:
Santa Anita Park employs the highest number of workers – 968 (829 of which are union members), with a 2008 payroll of $23.7 million (plus $330,000 in bonuses).
Gulfstream Park is next in the number of workers, with 864 employees (371 full time, 493 part time; none of them union members) and a 2008 payroll of $18.3 million (plus $150,000 in bonuses).
Maryland Jockey Club (Pimlico and Laurel) has 533 employees, 287 of which are union members. MJC’s 2008 payroll was $19.4 million.
Remington Park in Oklahoma has 473 employees (394 full-time and 79 part-time; none are union members). In 2008, Remington’s payroll was $11.7 million.
Golden Gate Fields near San Francisco has 414 employees (347 of which are union members). Golden Gate’s 2008 payroll was $11.5 million, plus $115,000 in bonuses.
Thistledown near Cleveland has 109 employees (82 full-time, 27 part-time, 55 are union workers). The 2008 payroll was $4.5 million, with $13,000.
UNHAPPY MI DEVELOPMENTS SHAREHOLDER
Hotchkis and Wiley Capital Management, a Los Angeles-based company which has stated previous concerns with the amount of money MI Developments has loaned or spent to keep Magna Entertainment afloat, filed a 13D letter with the SEC March 5, warning of possible legal action against the MI Developments board. Hotchkis and Wiley has invested more than $225 million in MI Developments in two separate funds, acquiring 5.3 million shares at an average price of $28.35 per share for one and 2.4 million shares at an average price of $31.77 for the other. Its holdings amount to roughly 17% of MI Developments’ Class A shares.
(MI Developments stock hit a 52-week low of 3.26 per share in the days before the Magna Entertainment bankruptcy filing; it opened today’s trading at 4.69. Magna Entertainment shares opened at 11 cents a share, but factoring in last year’s 1-for-20 reverse stock split, the actual value is less than a penny. Shares traded for as high as 10.00 per share in 2002, long before the 1-for-20 reverse split, which was done last year to keep prices over a dollar and in compliance with NASDAQ regulations.)
In its letter, Hotchkis and Wiley said they “continue to be concerned about MID’s activities and, with other interested shareholders, have retained counsel to investigate whether claims should be asserted against the MID directors in connection with transactions with insiders to the detriment of the corporation. Such counsel recently sent a letter to the MID board of directors notifying them of such concerns, which may be deemed an attempt to influence the MID policies.”
TOP 50 UNSECURED CREDITORS
Finally, the chapter 11 filings included a list of what Magna Entertainment attorneys said were the 50 largest creditors with unsecured claims. Many of those claims involve purse money held in horsemen accounts by racetrack paymasters. There was a significant “run” on that money last week in the days leading up to Magna’s bankruptcy filing, with checks cut to various owners and trainers. Some horsemen contacted by the Paulick Report said the checks were accepted by their banks, but there is some question about whether or not they will be cleared with sufficient funds in Magna accounts as the legal proceedings move forward.
Here is the list, as reported in the Magna Entertainment filings:
NAME OF CREDITOR
|
NATURE OF CLAIM
|
AMOUNT |
| Bank of New York, as trustee |
8.55% notes |
$127,345,313 |
| Bank of New York, as trustee |
7.25% notes |
$76,193,229 |
| Maryland Thoroughbred Horsemen’s Assn. |
Trade |
$3,820,500 |
| Aon Reed Stenhouse Inc. |
Insurance |
$3,682,756 |
| Florida Thoroughbred Owners and Breeders Assn. |
Horsemen |
$2,157,327 |
| Zurich North America |
Letter of Credit |
$1,937,472 |
| RGS/St. Kitts |
Settlement |
$1.763.952 |
| Northern California Off Track Wagering Inc |
PRA Trade Payable |
$1,662,231 |
| State of California Treasurer |
Statutory Wagering Settlement |
$1,374,051 |
| Southern California Off Track Wagering Inc |
Statutory Settlement |
$1,194,623 |
| Magna International |
Related Party Transactions |
$845,892 |
| New York Racing Association |
Settlement |
$830,175 |
| McCasey Group |
Related Party Transactions |
$756,217 |
| Elite Turf Club 2, c/o Las Vegas Dissemination |
Settlement |
$695,411 |
| Oklahoma Tax Commission |
Gaming Tax |
$669,114 |
| The Leffler Agency |
Trade |
$637,487 |
| Red Rock Administrative |
Trade |
$617,561 |
| Royal River Racing (Lewiston Raceway) |
Settlement |
$605,791 |
| Aristocrat Technologies Inc. |
Slot Machine Purchases |
$551,153 |
| Jerry Hollendorfer or George Todaro |
Horsemen |
$550,252
|
| Los Angeles County Tax Collector |
Property Tax |
$442,281 |
| Las Vegas Dissemination |
Settlement |
$430,036 |
| Juddmonte Farms |
Horsemen |
$424,961 |
| Southern Service Corp. |
Trade |
$377,728 |
| Aladema County Tax Collector |
Property Tax |
$367,691 |
| Ranger Construction South (Pompano Beach. FL) |
Trade |
$364,289 |
| California Thoroughbred Business League |
Settlement |
$336,275 |
| Leonard Powell |
Horsemen |
$329,411 |
| Jerry Hollendorfer |
Horsemen |
$307,846 |
| Gulf Greyhound (Santa Fe, Tx) |
Settlement |
$290,.675 |
| New York Racing Association |
Settlement |
$288,285 |
| Harrah’s Louisiana Downs |
Settlement |
$274,900 |
| Oklahoma County Treasurer |
Property Tax |
$273,574 |
| Aware Digital (Hallandale, FL) |
Trade |
$270,000 |
| Maryland Horse Breeders Assn. |
Trade |
$269,800 |
| Max International (Lancaster, PA) |
Trade |
$250,416 |
| OK Breeding Development (OHRC) |
Horsemen |
$246,969 |
| Fair Grounds Race Course |
Settlement |
$220,591 |
| Bob Baffert |
Horsemen |
$204,617 |
| Cecil N. Peacock |
Horsemen |
$200,547 |
| C.R. Cono, LLC |
Horsemen |
$197,723 |
| Churchill Downs Inc. |
Settlement |
$195,098 |
| Maryland Racing Commission |
Pari-mutuel Taxes |
$193,914 |
| Roberts Communications Network |
Utility-Phone |
$188,005 |
| Las Vegas Dissemination |
Settlement |
$185,260 |
| Tampa Bay Downs |
Settlement |
$185,081 |
| B. Wayne Hughes/Spendthrift Farm |
Horsemen |
$184,882 |
| Richard J. O’Neill Trust |
Horsemen |
$170,516 |
| Florida Power & Light Co. |
Utility - Electric |
$168,000 |
| Lathrop G. Hoffman |
Horsemen |
$166,788 |
Copyright © 2009, The Paulick Report
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Tags: Frank Stronach, gulfstream park, hotchkis and wiley, Magna, magna bankruptcy, Magna Entertainment, magna entertainment bankrupt, magna entertainment bankruptcy, mary walrath, Maryland Jockey Club, mec, meca, mi developments, Paulick Report, Ray Paulick, santa anita park, stronach bankruptcy Posted in Magna Entertainment | 8 Comments »
Thursday, March 5th, 2009
By Ray Paulick
(UPDATE: Magna Entertainment filed for Chapter 11 bankruptcy protection today. Click here for the company press release, with details on the filing.)
What a long, strange trip it’s been.
Hard to believe, but it’s been just over 10 years since Frank Stronach dove head-first into racetrack ownership with his December 1998 purchase of Santa Anita Park. Or perhaps I should say he did so with his company’s purchase of Santa Anita, since the 76-year-old Canadian auto parts magnate and Eclipse Award-winning owner and breeder has been careful not to spend too much of his own money on any of the racetrack ventures.
The strong-willed Stronach was hailed by many, including this writer, as a savior when he first rode into Southern California and purchased Santa Anita for $126 million. The historic racetrack was then owned by Meditrust, a real estate investment trust that had little to no interest in horse racing, and there were concerns about the sport’s future at the “Great Race Place.”
Stronach had big plans: a new stable area; a gated community to replace the infield parking lot; a grand entrance hall of sorts where horses of all breeds would be in the spotlight and robust women in lederhosen would serve an endless supply of cold beer. “I have no plans to move the mountains,” he joked, in a reference to the San Gabriel Mountains that serve as one of American horse racing’s most beautiful backdrops amidst concerns that he was going to change Santa Anita too much.
One of his biggest early supporters was the late Bob Lewis, a major horse owner and industry leader who had been going to the races at Santa Anita for decades. At a meeting Stronach conducted with horsemen who were worried that Santa Anita’s traditions would be thrown out the window, Lewis stood up and said:“Frank, you and I have had our arguments on the track, but as an owner I want to thank you for your magnanimous willingness to go ahead with your plans for Santa Anita. You’re going to be a breath of fresh air for this place.”
Stronach invested in some capital improvements, adding the new Frontrunners restaurant atop the grandstand and making Santa Anita’s track apron more appealing for railbirds. But big plans for a new stable area and other improvements were put on hold while he turned attention to his growing appetite for additional acquisitions.
He purchased Gulfstream Park in July 1999 for $95 million from a Japanese company that, like Meditrust, wasn’t interested in horse racing. Optimism abounded that racing in South Florida would improve. He also acquired land in Palm Beach County north of Gulfstream and built a state-of-the-art training center.
Then came deals to buy Golden Gate Fields along with the racing license for Bay Meadows in Northern California (though not the land on which the track was located); Thistledown in Ohio and Remington Park in Oklahoma; Portland Meadows in Oregon; Lone Star Park in Texas; and Laurel and Pimlico in Maryland. He also built Magna Racino, a racetrack/casino in his native Austria (since closed), and purchased plots of land for the possible development of a new track in Northern California and another in north central Florida. He started a racing cable network, HRTV, and an account-wagering company, Xpressbet. Once, when he disagreed with something I wrote in Bloodhorse magazine, he threatened to buy that publication – and he was serious.
There were rumors Stronach was set to purchase Suffolk Downs near Boston, Emerald Downs near Seattle, Monmouth Park in New Jersey, even Fairmount Park in Southern Illinois, among other tracks. In some ways, he looked like a kid in a candy store, and racetrack owners everywhere who were looking to unload their properties were hoping to catch his eye.
By now, Stronach’s racetrack interests were part of Magna Entertainment (MECA), a publicly traded spinoff of his Magna International (MGA) auto parts company that was formed in March 2000. A few years later, another Magna International spinoff, MI Developments (MIM), the real estate branch of the parent company, became the majority shareholder of Magna Entertainment after large shareholders in the auto parts concern protested that too much of their money was being invested in racetracks.
Stronach controlled the majority of the voting shares in all of the companies because of how they stock was structured into different classes. That allowed him to handpick board members and run the companies the way he saw fit. R.D. Hubbard, a very savvy businessman and racetrack owner who has had more than a few boardrowom battles of his own, told me very early on that only a fool would make a serious investment in a company that sells a majority of its stock in non-voting shares.
There was a constantly revolving door of top managers at Magna Entertainment and at many of the company’s racetracks that made it nearly impossible to ascertain who was in charge. (Click here for a partial roster of former Magna executives.) Some good people were brought in, but were never given the chance to manage without Stronach’s hands-on supervision. Other hires were head scratchers, including the appointment of former jockey Chris McCarron as general manager of Santa Anita. Stronach even called me once to see if I was interested in running one of his racetracks, something in which I had no experience or interest. I politely declined.
Interestingly, this is not how Stronach ran Magna International or his hugely successful breeding and racing operation, Adena Springs, where management was stable for years.
Stronach himself seemed to be afflicted with attention deficit disorder, lurching from one idea or project to another. All the while Magna Entertainment was accumulating massive debt that now totals $600 million and losing hundreds of millions of dollars. “We’re turning the corner,” he would say to increasingly skeptical analysts during conference calls to review financial results. Sometimes his focus bordered on the bizarre; witness his dive-off-the-deep-end launch of Frank’s Energy Drink, which now appears to be about as successful as his racetracks. Or his latest missive on how there should be changes in determining winners of Eclipse Awards, something Stronach wrote just days before Magna defaulted on the first of several debt obligations coming due this month.
In the early years, he seemed to love the limelight that came with owning racetracks. At a public forum at Gulfstream Park in 2001 that he used as a platform to publicize his views on the industry, Stronach said with glee, “I can’t wait to tear this place down.” Sure enough he did, rebuilding what many thought was a perfectly good grandstand and spending hundreds of millions to create a racetrack (and now casino) that is widely detested. He made similar promises to tear down and rebuild Pimlico, which would have been applauded, but those plans never got off the drawing board. Of course, Magna’s history in Maryland has been tainted by their recent folly in failing to file an adequate slot machine application for Laurel, after voters approved a statewide referendum last November. The company is now the laughingstock of the Free State.
Stronach also used his prominent position as owner of the nation’s largest racing company to air his differences with the National Thoroughbred Racing Association and Breeders’ Cup, calling for democratic elections to the organizations’ boards of directors (while overlooking the fact that his own companies weren’t democratic because of the different classes of voting and non-voting stock). His ideas did have merit, and he deserves credit for helping bring greater transparency to some racing organizations.
Stronach once told me that he would “create his own Breeders’ Cup” because of differences he had with that organization. A couple of years later, he made good on that promise, creating the Sunshine Millions, an annual event at Gulfstream and Santa Anita that matches Florida-breds vs. California-breds.
The late Bob Lewis, his onetime supporter, began to publicly criticize Stronach’s comments about the NTRA and other industry initiatives. “Frank got mad and stopped talking to me after that,” Lewis told me. Then, with his broad, trademark smile, Lewis added, “So, naturally, whenever he’s at Santa Anita I go out of my way to reach out my hand and say hello to him.”
Clearly, Stronach can no longer be having fun as a racetrack owner. Though sources complain that he has surrounded himself with “yes” men at the corporate level — executives like Dennis Mills, CEO of MI Developments — he cannot help but hear the criticism that has come his way from racing fans, horsemen, state regulators, and shareholders in his various companies.
Magna Entertainment is teetering on the verge of bankruptcy, and institutional shareholders in MI Developments are threatening legal action if they feel that company’s board of directors breaches its fiduciary responsibility by extending additional credit to Magna Entertainment. Though some of its tracks are performing moderately well in this desperate economy, it’s too little too late, and the debt load is more than the company can absorb.
It’s sad, really, when I think back to the energy (sans Frank’s Energy Drink) and commitment Stronach brought to this endeavor 10 years ago. He had ideas – some good and many bad – that he felt could help reinvigorate racing. I have no doubt that his intentions were always to make Thoroughbred racing more appealing and successful. But his appetite for domination of the industry and his “my way or the highway” management style were a recipe for disaster. Several former Magna executives told me they tried to talk Stronach out of many bad decisions, but he seldom paid attention to them.
“You’ve got to listen, right?” Stronach said during a horsemen’s meeting at Santa Anita in April 1999. Unfortunately, he failed to take his own advice over most of the last decade. Now he’s paying the price, but so is the rest of the Thoroughbred industry. No one can be certain where those bad decisions will take us.
Copyright © 2009, The Paulick Report
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Tags: chris mccarron, dennis mills, Frank Stronach, frank's energy drink, gulfstream park, HRTV, Magna, magna bankrupt, magna bankruptcy, Magna Entertainment, magna entertainment bankrupt, magna entertainment bankruptcy, magna international, magna racino, meca, mi developments, mim, Paulick Report, Ray Paulick, santa anita, santa anita park Posted in California, Magna Entertainment, Maryland Jockey Club, Race Tracks, gulfstream park, santa anita park | 21 Comments »
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