Brookfield Residential Completes Merger

On March 31, 2011, Brookfield Residential Properties Inc. (“Brookfield Residential”) completed the merger of the North American residential land and housing division of Brookfield Properties Corporation (“Brookfield Office Properties”) with Brookfield Homes Corporation. The common shares of Brookfield Residential began trading on Toronto Stock Exchange and the New York Stock Exchange on April 1, 2011. Brookfield Residential is a North American land developer and home builder.

Pursuant to the merger, each outstanding share of Brookfield Homes' common stock, other than those held by Brookfield Residential, was converted into 0.764900530 of a Brookfield Residential common share, and each outstanding share of Brookfield Homes 8 per cent convertible preferred stock was converted into one Brookfield Residential 8 per cent convertible preferred share.

In exchange for the contribution of its residential land and housing division to Brookfield Residential, Brookfield Office Properties acquired 51,500,000 Brookfield Residential common shares as well as promissory notes with an aggregate principal amount of $480 million.

Brookfield Office Properties will offer its Brookfield Residential common shares for sale to its common shareholders though a rights offering. Brookfield Asset Management Inc. has agreed to purchase its pro rata portion of the Brookfield Residential common shares acquired by Brookfield Office Properties, together with any Brookfield Residential common shares that are not purchased pursuant to the rights offering. As a result of that agreement, Brookfield Office Properties will receive gross proceeds of approximately US$515 million for the sale of its Brookfield Residential common shares. Following completion of the rights offering, Brookfield Office Properties will no longer own any Brookfield Residential common shares.

Brookfield Office Properties' legal team was led by Brett Fox, Chief Compliance and Administrative Officer & General Counsel, and Michelle Campbell, Vice President, Compliance & Assistant General Counsel, and was assisted by a team from Torys LLP that included Michael Siltala, Cornell Wright and Raegan Kennedy (corporate and securities); Andrew Beck, Darren Baccus, Chris Roehrig and Erin Smart (US matters); Omar Wakil (competition) and James Welkoff, Corrado Cardarelli, Peter Keenan, Andrew Wong and David Mattingly (tax).

Brookfield Homes and Brookfield Residential were represented by a legal team led by Shane Pearson, Vice President and General Counsel, and assisted by Goodmans LLP regarding Canadian matters with a team that included Lawrence Chernin, Allan Goodman, James Rickert and Geoff Cowper-Smith. Brookfield Homes was represented by Dorsey & Whitney LLP regarding US matters with a team that included Dan Miller, Bob Kuhns and Jenna Hannigan (corporate); John Hollinrake, Kim Severson and Elizabeth Crouse (tax) and Brookfield Residential was represented by Hodgson Russ LLP regarding US matters with a team that included Richard Raymer, Ward Hinkle, Christian Koelbl and Eric Pinero.


Andrew J. Beck Darren D. Baccus Corrado Cardarelli Richard Raymer Erin E. Smart Lawrence S. Chernin Michael J. Siltala Dan Miller Peter Keenan Omar K. Wakil Allan J. Goodman James Rickert Andrew Wong Raegan Kennedy Cornell C.V. Wright Geoff Cowper-Smith James W. Welkoff


Torys LLP Goodmans LLP Dorsey & Whitney LLP Hodgson Russ LLP