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Magna International Inc. - OMEGA

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in March 2002, MEC entered into an agreement to acquire the operations and related assets of Lone Star Park at Grand Prairie, a<br />

thoroughbred and quarter horse racetrack near Dallas, Texas. Subject to customary adjustments, the purchase price for Lone Star<br />

Park will include a cash purchase price of $80 million plus the assumption of certain liabilities, including a $19 million capital lease<br />

obligation. The Lone Star transaction is expected to be completed in the second quarter of calendar 2002.<br />

Financing and Securities Transactions<br />

In June 2001, Decoma completed the public offering of 16.1 million Class A Subordinate Voting Shares at a price per share of<br />

Cdn.$10.85 for gross proceeds of approximately Cdn.$175 million. This transaction improved the liquidity of Decoma’s Class A<br />

Subordinate Voting Shares by increasing the number of such shares not held by us from approximately 4.6 million to 20.7 million.<br />

The proceeds of Decoma’s June 2001 public offering were used to reduce Decoma’s debt.<br />

In August 2001, we completed the spin-off of Intier by way of an initial public offering of approximately 5.5 million Class A<br />

Subordinate Voting Shares at a price per share of Cdn.$21.00 and U.S.$13.72, for gross proceeds of Cdn.$115,000,000. See “ -<br />

Creation of Global Automotive Systems Groups” above.<br />

On September 18, 2001, we redeemed all of our outstanding 5% Convertible Subordinated Debentures due 2002. An aggregate<br />

of $345 million principal amount of these convertible debentures were issued in October 1995, of which an aggregate $223,667,000<br />

principal amount of these debentures were converted into 4,216,682 of our Class A Subordinate Voting Shares prior to the<br />

redemption date. We redeemed the remaining $121,333,000 on September 18, 2001 by paying the holders of these outstanding<br />

debentures the principal amount plus accrued and unpaid interest to the redemption date.<br />

On April 10, 2002, MEC completed the public offering of 23 million shares of its Class A Subordinate Voting Stock at a price<br />

per shares of $6.65 in the United States, or Cdn.$10.60 in Canada, for gross proceeds of approximately $153 million. The proceeds<br />

of this offering are to be used by MEC for general corporate purposes, including repayment of borrowings, working capital, capital<br />

expenditures and the potential acquisition or construction and development of additional racetracks and related entertainment<br />

operations, training centres, off-track betting facilities and account wagering operations.<br />

In April 2002, we extended until April 2003 a revolving credit facility with a syndicate of Canadian, U.S. and European banks.<br />

We also reduced the facility from Cdn.$900 million to Cdn.$500 million. This credit facility is unsecured, except for certain internal<br />

cross-guarantees. The reduction in this credit facility was related in part to the spin-off of Intier and corresponded with the<br />

establishment by Intier in September 2001 of a $385 million three-year unsecured credit facility with a syndicate of nine lenders.<br />

On May 2, 2002, we announced our intention to redeem on June 6, 2002 all of our outstanding 4.875% Convertible<br />

Subordinated Debentures due 2005. The redemption price, inclusive of accrued and unpaid interest is $1,015.0313 per $1,000<br />

principal amount of debentures, such amount to be paid by the issuance of 13.6477 of our Class A Subordinate Voting Shares per<br />

$1,000 principal amount of debentures. Approximately $480 million principal amount of these debentures remain outstanding.<br />

ITEM 3. DESCRIPTION OF THE BUSINESS<br />

Our operations are segmented into our Automotive Operations segment, which is further subdivided into publicly traded and<br />

wholly-owned automotive systems groups as well as corporate and other operations; and our Non-Automotive Operations<br />

segment, conducted through MEC.<br />

AUTOMOTIVE OPERATIONS<br />

Our automotive operations are conducted through manufacturing, engineering and product development facilities which are<br />

organized as autonomous operating divisions under one of five automotive systems groups. Three of our automotive systems<br />

groups are publicly traded companies in which we retain a significant equity interest and two of our automotive systems groups<br />

are currently wholly-owned. The organization of our automotive systems groups was completed in 2001, as described under<br />

“ITEM 2. GENERAL DEVELOPMENT OF THE BUSINESS - RECENT DEVELOPMENTS IN OUR BUSINESS - Creation of<br />

Automotive Systems Groups”. Our automotive operations also include substantially all of our wholly-owned automotive real<br />

estate.<br />

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