All dollar references are in U.S. dollars unless noted otherwise.
Calgary, Alberta, February 11, 2020 – Brookfield Residential Properties Inc. (“BRPI”) and Brookfield Residential US LLC (“BRUS LLC”) today announced that they have priced the private placement offering of $500 million aggregate principal amount of senior unsecured notes due 2030 (the “notes”).
The notes will bear interest at a rate of 4.875% 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, together with cash on hand, to fund the redemption price of our existing 6.125% Senior Notes due July 1, 2022 (the “Existing Notes”), and pay fees and expenses associated with that transaction and this offering. On February 11, 2020, we issued a notice for the redemption in full of these Existing Notes, conditioned on the closing of this offering or other financing with sufficient proceeds to redeem such notes. We expect to close the offering of the notes on February 26, 2020, subject to customary closing conditions.
The notes have not been, and will not be, registered under the U.S. 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 account or 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. The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. In Canada, the notes will be offered and sold on a private placement basis in certain provinces to accredited investors in reliance on available exemptions from the prospectus requirement of applicable Canadian 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 memorandum.
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 $500 billion of assets under management.
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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.