Calgary, Alberta, September 9, 2019 – Brookfield Residential Properties Inc. (“Brookfield Residential” or the “Company”) today announced that it has received consents (the “Requisite Consents”) from holders of a majority of the outstanding aggregate principal amount of its (i) 6.125% Senior Notes due 2023 (the “2023 Notes”) and 6.375% Senior Notes due 2025 (the “2025 Notes”), voting together as a single class and (ii) its 6.125% Senior Notes due 2022 (the “2022 Notes” and, together with the 2023 Notes and 2025 Notes, the “Notes”), to approve amendments (the “Proposed Amendments”) to the indentures relating to each series of Notes (the “Indentures”), which the Company requested pursuant to its previously announced consent solicitation (the “Consent Solicitation”). The Consent Solicitation expired 5:00 p.m., New York City time, on September 6, 2019 (the “Expiration Time”).
Following the receipt of the Requisite Consents, the Company, Brookfield Residential US Corporation, as co-issuer with respect of the 2022 Notes only, the subsidiary guarantors and the trustee for each of the Indentures executed supplemental indentures (the “Supplemental Indentures”) on September 6, 2019. As described more fully in the consent solicitation statement, dated August 13, 2019 (as supplemented by Supplement No. 1, dated August 14, 2019, and Supplement No. 2, dated August 30, 2019, the “Consent Solicitation Statement”) the Supplemental Indentures modify certain covenants contained in the Indentures in order to permit the Company to implement the Reorganization Transaction (as defined in the Consent Solicitation Statement). The Company also amended its credit facility on September 6, 2019 to permit it to implement the Reorganization Transaction.
Holders who validly delivered and did not validly revoke their consents prior to the Expiration Time will receive a consent payment equal to (i) with respect to the 2022 Notes and the 2025 Notes, $7.50 per $1,000 principal amount of 2022 Notes or 2025 Notes, as applicable, and (ii) with respect to the 2023 Notes, C$7.50 per C$1,000 principal amount of the 2023 Notes (the “Consent Payment”), in the manner described in the Consent Solicitation Statement. The Company expects to make the Consent Payment on September 11, 2019. Holders providing consents after the Expiration Date will not receive the Consent Payment. The Supplemental Indentures are binding on all holders of the Notes, even those who did not deliver a consent at or prior to the Expiration Time.
J.P. Morgan Securities LLC acted as Solicitation Agent in connection with the Consent Solicitation. This press release is not an offer to purchase or sell securities, a solicitation of an offer to purchase or sell securities or a solicitation of consents.
Certain information included or incorporated in this press release or the Consent Solicitation Statement may constitute forward-looking statements and information within the meaning of applicable securities laws. These forward-looking statements reflect the current beliefs of the Company’s management and are based on assumptions and information currently available to the management of the Company. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “predict,” “forecast,” “outlook,” “potential,” “continue,” “should,” “likely,” “project,” “future” or the negative of these terms or other comparable terminology.
You should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information.
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Brookfield Residential Properties Inc. is a leading land developer and homebuilder in North America. We entitle and develop land to create master-planned communities, build and sell lots to third-party builders, and conduct our own homebuilding operations. We also participate in select, strategic real estate opportunities, including infill projects, mixed-use developments, and joint ventures. We are the flagship North American residential property company of Brookfield Asset Management, a leading global alternative asset manager with approximately $385 billion of assets under management. Further information is available at BrookfieldResidential.com or Brookfield.com or contact: