Brookfield Properties Completes US$1.14B Offering

Brookfield Properties Corporation completed an offering of 30 million common shares in Canada and the United States on December 20, 2006 for total gross proceeds of US$1.14 billion. The offering, completed in the United States under the MJDS, consisted of a public offering of 18,750,000 shares to a syndicate of underwriters and a concurrent private placement of 11,250,000 shares to Brookfield Properties' parent company, Brookfield Asset Management Inc. (BAM). The underwriters and BAM exercised their over-allotment options in full and on December 22, Brookfield Properties issued an additional 3,000,000 shares, bringing the total gross proceeds to Brookfield Properties from the combined share issuances to approximately US$1.25 billion.

Merrill Lynch, Pierce, Fenner & Smith Inc. and JPMorgan Securities Inc. acted as joint book-running managers, and CIBC World Markets Inc. and RBC Capital Markets acted as co-managers.

Brookfield Properties was represented in-house by Kathleen Kane, senior vice-president and general counsel, and Brett Fox, senior vice-president and corporate counsel, and by Torys LLP with a team that included Michael Siltala and Michelle Campbell (corporate and securities); and Jim Welkoff and Andrew Wong (tax). Torys' New York team consisted of Andy Beck, Josh Goldstein, Mike Arnot, Alicia Gimenez and Julie Angell (corporate and securities) and Peter Keenan (tax).

The underwriters were represented in Canada by Goodman and Carr LLP with a team led by Murray Perelman that included Jenny Chu Steinberg, Fraser McDonald and David Ellison (corporate and securities) and David Stevens (tax) and in the United States by Fried, Frank, Harris, Shriver & Jacobson LLP with a team that included Jeffrey Bagner, Guangqin Wei, Yurij Pawluk and Anita Finkelstein.


David N. Ellison Joshua B. Goldstein Murray J. Perelman Michelle L. Campbell Andrew Wong Alicia Gimenez Peter Keenan Michael J. Siltala James W. Welkoff David P. Stevens W. Fraser McDonald Jenny L. Chu-Steinberg Julie Angell Andrew J. Beck


Torys LLP Fried, Frank, Harris, Shriver & Jacobson LLP