Brookfield Residential Announces Closing of Public Offering

Brookfield Residential Announces Closing of Public Offering of Common
Shares and Concurrent Private Placement 
CALGARY, ALBERTA -- (Marketwire) -- 11/20/12 --  
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 the
closing of its underwritten public offering of 8,000,000 common
shares (the "Offering") at a public offering price of US$14.49 per
share (the "Offering Price"). The Company received net proceeds from
the Offering, after deducting the underwriting discounts, of
approximately US$111 million. The Company has also granted the
underwriters a 30-day over-allotment option to purchase up to an
additional 1,200,000 common shares of the Company at the Offering
Price. Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and Wells Fargo Securities, LLC, acted 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. acted as co-managers for the offering. 
The Company also announced today the closing of its concurrent
private placement of 8,000,000 common shares with Brookfield Asset
Management Inc. (the "Concurrent Private Placement") for net proceeds
to the Company of approximately US$111 million.  
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 Offering was made under a prospectus supplement (the
"Supplement") to the Company's short form base shelf prospectus dated
November 1, 2012, filed with the securities regulatory authorities in
each of the provinces of Canada. The Supplement was also 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 Multijurisdiction
al Disclosure System established
between Canada and the United States.  
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) 231-8952
nicole.french@brookfieldrp.com 
Media: Brookfield Residential Properties Inc.
Andrew Willis
SVP, Communications & Media
(416) 369-8236
andrew.willis@brookfield.com
 
 
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