Brookfield Residential Properties Inc.
TSX : BRP
NYSE : BRP

Brookfield Residential Properties Inc.

June 18, 2013 16:34 ET

Brookfield Residential Properties Inc. and Brookfield Residential US Corporation Upsize and Price Previously Announced Offering of Senior Unsecured Notes

CALGARY, ALBERTA--(Marketwired - June 18, 2013) -

All dollar references are in U.S. dollars unless noted otherwise.

Brookfield Residential Properties Inc. (TSX:BRP)(NYSE:BRP) and Brookfield Residential US Corporation (collectively, "Brookfield Residential", "we" or the "Company") today announced that they have upsized and priced a private placement offering of $500 million aggregate principal amount of senior unsecured notes due 2022. The size of the offering was increased to $500 million from the previously announced $400 million.

The notes will bear an interest rate of 6.125% per annum and will be issued at a price of 100% of the aggregate principal amount. We intend to use the net proceeds from this offering to repay certain project-specific financings and bank indebtedness outstanding as of March 31, 2013, and the remaining for general corporate purposes, including the repayment of additional project-specific financings and bank indebtedness incurred after March 31, 2013, which we estimate will amount to approximately $55 million and $15 million, respectively. We expect to close the offering of the notes on June 25, 2013, subject to customary closing conditions.

The notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the notes will be made only by means of a private offering circular.

Brookfield Residential Properties Inc. is a leading North American land developer and homebuilder with operations in eleven major markets. We entitle and develop land to create master-planned communities and build and sell lots to third-party builders, as well as to our own homebuilding division. We also participate in selected, strategic real estate opportunities, including infill projects, mixed-use developments, infrastructure projects, and joint ventures. Brookfield Residential is listed on the NYSE and TSX under the symbol BRP.

Brookfield Residential US Corporation is a Delaware corporation and is a wholly-owned subsidiary of Brookfield Residential Properties Inc. and the holding company for our U.S. operations.

Please note that Brookfield Residential Properties Inc.'s unaudited interim reports and audited annual report are filed on EDGAR and SEDAR and can also be found in the investor section of our website at www.brookfieldrp.com (the contents of which are not incorporated in this press release). Hard copies of the interim and annual reports can be obtained free of charge upon request.

For more information, please visit our website at www.brookfieldrp.com.

Forward-Looking Statements

This news release includes statements that express the Company's opinions, expectations, beliefs, plans or objectives regarding future events or future results, and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements include all matters that are not historical facts. Although forward-looking statements are based on information and assumptions that the Company believes are current, reasonable and complete, they are subject to a number of factors that could cause actual results to vary materially from those expressed or implied by such forward-looking information. Such factors may include the failure to successfully market the notes or failure to satisfy certain conditions in connection with the issuance of the notes. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Although we base our forward-looking statements on assumptions that we believe were reasonable when made, we caution you that forward-looking statements are not guarantees.

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