Brookfield Properties Corporation Spins off its U.S. Residential Home Building Business to Common Shareholders

On January 6, 2003, Brookfield Properties Corporation completed the spinoff of its U.S. residential home building business to its common shareholders. In connection with the spinoff, the U.S. home building business was reorganized into a Delware coroporation, Brookfield Homes Corporation, whose common shares were then listed on the NYSE.

The transaction allows Brookfield to focus on its core business of owning and operating premier office properties in select North American cities. It benefits the homebuilding business by allowing Brookfield to operate as a separate company with direct access to the U.S. capital markets.

In connection with the spinoff, Brookfield Homes filed a registration statement in the United States and a non-offering prospectus in Canada to prepare for the distribution of its common shares. Torys LLP acted as both Canadian and U.S. counsel for the transaction, with a team in Toronto consisting of Mike Siltala, Jonathan Boulakia, Rena Shadowitz (corporate) and Jim Welkoff (tax), and a team in New York consisting of Mirek Fajt, Dan Miller, Hilary Paterson (corporate) and Peter Keenan (tax).