Brookfield Properties Prices $900M Common Share Offering

NEW YORK, NY (Business Wire)--Brookfield Properties Corporation (BPO: NYSE, TSX) today announced that it has entered into agreements for the sale of 95 million of its common shares at a price of $9.50 per share.

Pursuant to an underwriting agreement with a syndicate of underwriters comprised of RBC Capital Markets, Citi, Deutsche Bank Securities and TD Securities acting as joint book-running managers, the underwriters have agreed to purchase 47.5 million common shares of Brookfield Properties at a price of $9.50 per share.

Concurrently, Brookfield Asset Management Inc. (BAM: NYSE, TSX) has agreed to purchase, directly or indirectly, 47.5 million common shares of Brookfield Properties at a price of $9.50 per share.

The gross proceeds to Brookfield Properties from the combined share issuances are expected to total $902.5 million. Closing is expected to occur on or about August 21, 2009.

Brookfield Properties has agreed to grant the underwriters an over-allotment option, exercisable at any time until 30 days following the closing of the offering, in whole or in part, to purchase up to an additional 7.125 million shares at a price of $9.50 per share.

If the over-allotment option is exercised, Brookfield Asset Management has agreed to purchase, directly or indirectly, the same number of shares on a pro rata basis, up to 7.125 million shares, based on the number of the over-allotment shares purchased by the underwriters.

If the entire over-allotment option is exercised, the gross proceeds to Brookfield Properties are expected to total approximately $1 billion.

Following the offering, Brookfield Asset Management will continue to own, directly and indirectly, an approximate 51% voting interest in Brookfield Properties.

The proceeds from this offering will be used for general corporate purposes, including without limitation, the refinancing of indebtedness and investment purposes.

A written prospectus relating to the offering may be obtained from RBC Capital Markets in Canada, Attention: Distribution Centre, 277 Front St. W., 5th Floor, Toronto, Ontario M5V 2X4 (fax: 416-313-6066); or in the U.S. from RBC Capital Markets Corporation, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098 (fax: 212-428-6260).

The form F-10 registration statement relating to the common shares has not yet become effective. The common shares to be issued under this offering may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective.

Similarly, these common shares may not be sold in Canada until a receipt for a final prospectus is obtained. This news release shall not constitute an offer to sell or the solicitation for an offer to buy, nor shall there be any sale of the common shares in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction.

Brookfield Properties owns, develops and manages premier office properties.

Its current portfolio is comprised of interests in 108 properties totaling 75 million square feet in the downtown cores of New York, Boston, Washington, D.C., Los Angeles, Houston, Toronto, Calgary and Ottawa, making it one of the largest owners of commercial real estate in North America.

Landmark assets include the World Financial Center in Manhattan, Brookfield Place in Toronto, Bank of America Plaza in Los Angeles and Bankers Hall in Calgary. The company’s common shares trade on the NYSE and TSX under the symbol BPO.

Contact: Melissa Coley, Vice President, Investor Relations and Communications, Tel: 212.417.7215. Email: melissa.coley@brookfieldproperties.com