Brookfield Residential Prices Previously Announced Offering

Brookfield Residential Prices Previously Announced Offering of Common
Shares and Concurrent Private Placement 
CALGARY, ALBERTA -- (Marketwire) -- 11/14/12 --  
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
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 author
ities 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
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 
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
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
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.
Investors: Brookfield Residential Properties Inc.
Nicole French
Manager, Investor Relations & Communications
(403) 231-8952 
Media: Brookfield Residential Properties Inc.
Andrew Willis
SVP, Communications & Media
(416) 369-8236
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