All dollar references are in U.S. dollars unless noted
otherwise.
Brookfield Residential Properties Inc. (TSX:BRP)(NYSE:BRP)
("Brookfield Residential", "we" or the "Company") today announced
that it has entered into an underwriting agreement with a syndicate
of underwriters in connection with its previously announced
offering of common shares (the "Offering"). The Company also
announced that it is entering into a subscription agreement in
connection with its previously announced private placement of
8,000,000 of its common shares with Brookfield Asset Management
Inc., which is conditional upon the closing of the Offering (the
"Concurrent Private Placement").
The net proceeds from the Offering, together with the net
proceeds of the Concurrent Private Placement, will be used to repay
a portion of the outstanding debt owed to Brookfield Office
Properties Inc. The remaining net proceeds will be used to fund
working capital and general corporate purposes, including the pay
down of a revolving credit facility with Brookfield Asset
Management Inc.
The Company has also granted the underwriters an over-allotment
option to purchase up to an additional 1,200,000 common shares of
the Company at the Offering Price, exercisable for a period of 30
days following the closing of the Offering. Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo
Securities, LLC, are acting as book-running managers for the
offering and CIBC World Markets Inc., HSBC Securities (Canada)
Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA),
Inc., RBC Capital Markets LLC, Scotia Capital (USA) Inc. and TD
Securities Inc. will act as co-managers for the offering.
The underwriters have agreed to purchase 8,000,000 common shares
of the Company at a price (before the underwriters' discount) of
$14.49 per share (the "Offering Price") for net proceeds before
expenses of approximately $111 million. The Offering will made
under a prospectus supplement (the "Supplement") to the Company's
short form base shelf prospectus dated November 1, 2012, to be
filed with the securities regulatory authorities in each of the
provinces of Canada. The Supplement will also be filed with the
United States Securities and Exchange Commission (the "SEC") as a
supplement to the Company's registration statement on Form F-10 in
accordance with the Multijurisdictional Disclosure System
established between Canada and the United States. Pursuant to the
Concurrent Private Placement, Brookfield Asset Management Inc. has
agreed to purchase 8,000,000 common shares of the Company at the
Offering Price, net of the underwriters' discount, for net proceeds
of approximately $111 million.
The Offering is expected to close on November 20, 2012, subject
to a number of customary conditions, including approval of the
Toronto Stock Exchange and the New York Stock Exchange.
The Offering is being made concurrently in all provinces of
Canada and in the United States pursuant to the Multijurisdictional
Disclosure System established between Canada and the United States.
The common shares will be offered in the United States and Canada
by the underwriters either directly or through their respective
U.S. or Canadian broker-dealer affiliates or agents, as
applicable.
A copy of the Supplement filed in connection with the offering
and the short form base shelf prospectus, including detailed
information about the Company and its management, as well as
financial statements, can be obtained by contacting Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or by calling 1-800-831-9146,
Credit Suisse Securities (USA) LLC, Credit Suisse Prospectus
Department, One Madison Avenue, New York, NY 10010 or by calling
1-800-221-1037 or Wells Fargo Securities, LLC, Attn: Equity
Syndicate Dept., 375 Park Avenue, New York, New York 10152 or by
calling 1-800-326-5897 and are available on the SEC's website
www.sec.gov.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
Brookfield Residential Properties Inc. is a North American land
developer and homebuilder, active in ten principal markets with
over 100,000 lots controlled. We entitle and develop land and build
homes for our own communities, as well as sell lots to third-party
builders. The Company is listed on the New York Stock Exchange and
the Toronto Stock Exchange under the symbol BRP.
Please note that Brookfield Residential's unaudited quarterly
reports and audited annual report are filed on EDGAR and SEDAR and
can also be found in the investor section of our website (the
contents of which are not incorporated in this press release). Hard
copies of the quarterly and annual reports can be obtained free of
charge upon request.
For more information, please visit our website (the contents of
which are not incorporated in this press release).
Note: This news release contains "forward-looking statements"
within the meaning of Canadian securities laws and United States
federal securities laws. Certain statements in this press release
that are not historical facts, including information concerning the
Offering and Concurrent Private Placement, and those statements
preceded by, followed by, or that include the words "believe,"
"projected," "planned," "anticipate," "should," "goals,"
"expected," "potential," "estimate," "targeted," "scheduled" or
similar expressions, constitute "forward-looking statements." Undue
reliance should not be placed on forward-looking statements because
they involve known and unknown risks, uncertainties and other
factors, which may cause the actual results to differ materially
from the anticipated future results expressed or implied by such
forward-looking statements. Factors that could cause actual results
to differ materially from those set forward in the forward-looking
statements include, but are not limited to: changes in general
economic, real estate and other conditions; changes in interest
rates; mortgage rate changes; availability of suitable undeveloped
land at acceptable prices; adverse legislation or regulation;
ability to obtain necessary permits and approvals for the
development of our land; availability of labour or materials or
increases in their costs; ability to develop and market our
master-planned communities successfully; laws and regulations
related to property development and to the environment that could
lead to additional costs and delays; confidence levels of
consumers; ability to raise capital on favourable terms;
our debt and leverage; adverse weather conditions and natural
disasters; relations with the residents of our communities; risks
associated with increased insurance costs or unavailability of
adequate coverage and ability to obtain surety bonds; competitive
conditions in the homebuilding industry, including product and
pricing pressures; ability to retain our executive officers;
relationships with our affiliates; any increase in unemployment or
underemployment; decline of the market value of our land and
housing inventories; significant inflation or deflation; inability
to raise capital on favorable terms or at all; failure in our
financial and commercial controls; changes to foreign currency
exchange rates; difficultly enforcing civil liabilities in the
United States against us and our directors and officers; higher
cancellation rates of existing agreements of sale; major health and
safety incident relating to our business; utility and resource
shortages or rate fluctuations and additional risks and
uncertainties referred to in our filings with the securities
regulators in Canada and the United States, many of which are
beyond our control. Except as required by law, we undertake no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in
subsequent reports should be consulted.
Contacts: Investors: Brookfield Residential Properties Inc.
Nicole French Manager, Investor Relations & Communications
(403) 231-8952nicole.french@brookfieldrp.com Media: Brookfield
Residential Properties Inc. Andrew Willis SVP, Communications &
Media (416) 369-8236andrew.willis@brookfield.com