0001104659-11-038128.txt : 20110707 0001104659-11-038128.hdr.sgml : 20110707 20110707115822 ACCESSION NUMBER: 0001104659-11-038128 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 GROUP MEMBERS: PARTNERS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Residential Properties Inc. CENTRAL INDEX KEY: 0001502554 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86175 FILM NUMBER: 11955479 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-956-5240 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: BCE PLACE 181 BAY ST STREET 2: STE 300 PO BOX 762 CITY: TORONTO ONTARIO STATE: A6 ZIP: M5J2T3 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13D/A 1 a11-17051_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

 

Brookfield Residential Properties Inc.

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

11283W

(CUSIP Number)

 

Jeffrey A. Haar

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 23, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of  Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

BROOKFIELD ASSET MANAGEMENT INC.

N/A

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x — Joint Filing

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
72,483,392 Shares of Common Stock

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
72,483,392 Shares of Common Stock

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
72,483,392 Shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    o

 

 

13

Percent of Class Represented by Amount in Row (11)
Approximately 71.5% of the Outstanding Shares of Common Stock

 

 

14

Type of Reporting Person*
CO

 

2


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

 

1

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

PARTNERS LIMITED

N/A

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 x — Joint Filing

 

 

3

SEC Use Only

 

 

4

Source of Funds*
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
ONTARIO

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
72,483,392 Shares of Common Stock

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
72,483,392 Shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
72,483,392 Shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*    o

 

 

13

Percent of Class Represented by Amount in Row (11)
Approximately 71.5% of the Outstanding Shares of Common Stock

 

 

14

Type of Reporting Person*
CO

 

3


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

Explanatory Note

 

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D/A filed on June 27, 2011 (the “Statement”) by Brookfield Asset Management Inc. (“Brookfield”) and Partners Limited (“Partners”) relating to the common stock, no par value (the “Common Shares”), of Brookfield Residential Properties Inc. (“Brookfield Residential”), a corporation formed under the laws of the Province of Ontario.

This Amendment No. 2 amends and restates, where indicated, the Statement to update and clarify the Reporting Persons’ (as defined below) and the Scheduled Persons’ (as defined below) beneficial ownership of the Common Shares. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons in the Statement. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

 

Item 1.

Security and Issuer.

The title and class of equity security to which this Amendment No. 2 relates is the Common Shares.  The principal executive offices of Brookfield Residential are located at 4906 Richard Road, S.W., Calgary, Alberta, Canada TSE 6L1.

 

 

Item 2.

Identity and Background.

 

(a)                                  This Amendment No. 2 is being filed by each of the following persons (the “Reporting Persons”):

 

(i)                                     Brookfield, a corporation formed under the laws of the Province of Ontario; and

 

(ii)                                  Partners, a corporation formed under the laws of the Province of Ontario, that, collectively with its shareholders, owns, directly or indirectly, exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or economic interests in approximately 127 million Class A Limited Voting Shares, representing approximately 19% of the outstanding Class A Limited Voting Shares of Brookfield on a fully-diluted basis, and 85,120 Class B Limited Voting Shares, representing 100% of the Class B Limited Voting Shares of Brookfield.

Schedules I and II hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of each of Brookfield and Partners, respectively.

 

(b)                       The principal business address of Brookfield and Partners is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.

 

(c)                        The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of Partners is that of an investment holding company.

 

(d)-(e)     During the last five years, none of the Reporting Persons and, to the Reporting Persons’ knowledge, none of the Scheduled Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                          Set forth on Schedules I and II hereto are the citizenships of each of the directors and executive officers of each of Brookfield and Partners, respectively.

 

4


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

On June 23, 2011, Brookfield sold two million Common Shares, representing approximately 2.0% of the issued and outstanding Common Shares on a fully-diluted basis, to BRP Holdings Corp., a corporation formed under the laws of the Province of Ontario (“BRP Holdings”) by Brookfield Residential in connection with an escrowed restricted stock plan (the “Plan”) without dilution to shareholders, at a price of US$9.64 per Common Share.

 

Following this transaction, Brookfield beneficially owned, directly or indirectly, 72,483,392 Common Shares, representing approximately 71.5% of the issued and outstanding Common Shares on a fully-diluted basis. This Amendment No. 2 is being filed as a result of the Plan.

 

See also Item 6.

 

 

Item 4.

Purpose of Transaction.

None of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

 

(a)                        the acquisition by any person of additional securities of Brookfield Residential, or the disposition of securities of Brookfield Residential;

 

(b)                       an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Brookfield Residential or any of its subsidiaries;

 

(c)                        a sale or transfer of a material amount of assets of Brookfield Residential or any of its subsidiaries;

 

(d)                       any change in the present board of directors or management of Brookfield Residential, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                        any material change in the present capitalization or dividend policy of Brookfield Residential;

 

(f)                          any other material change in Brookfield Residential’s business or corporate structure;

 

(g)                       changes in Brookfield Residential’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Brookfield Residential by any person;

 

(h)                       causing a class of securities of Brookfield Residential to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                           a class of equity securities of Brookfield Residential becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or

 

(j)                           any action similar to any of those enumerated above.

 

See also Item 3.

 

5


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

Item 5.

Interest in Securities of the Issuer.

(a)-(b)     As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 72,483,392 Common Shares.  Such Common Shares constitute approximately 71.5% of the issued and outstanding Common Shares on a fully-diluted basis based on the number of Common Shares outstanding as of June 15, 2011, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.  Brookfield may be deemed to have the sole power to vote or direct the vote of the Common Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares.  Brookfield may hold the Common Shares directly or in one or more wholly-owned subsidiaries.  Partners may be deemed to have shared power (with Brookfield) to vote or direct the vote of the Common Shares beneficially owned by it with respect to those matters described above or to dispose of such Common Shares.

 

(c)                        Not applicable.

 

(d)                       No person is known to any of the Reporting Persons or, to the Reporting Persons’ knowledge, the Scheduled Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any such Common Shares.

 

(e)                        Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Brookfield entered into a letter agreement, dated June 17, 2011, and an amendment thereto, dated June 22, 2011, each with BRP Holdings pursuant to which Brookfield offered to sell two million Common Shares to BRP Holdings on the terms and conditions set forth therein.

 

See also Item 3.

 

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1

Joint Filing Agreement, dated as of December 21, 2007, between Brookfield Asset Management Inc. and Partners Limited (incorporated by reference to Exhibit 1 to Amendment No. 2 to Schedule 13D dated December 21, 2007 filed by Brookfield Asset Management Inc. and Partners Limited).

 

 

Exhibit 2

Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Asset Management Inc., Brookfield Residential Properties Inc., Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation (incorporated by reference to Annex A to Proxy Statement/Prospectus dated February 21, 2011 of Brookfield Residential Properties Inc.).

 

 

Exhibit 3

Master Agreement, dated October 4, 2010, between Brookfield Asset Management Inc. and Brookfield Properties Corporation (incorporated by reference to Exhibit 99.10 to Form F-4 Registration Statement of Brookfield Residential Properties Inc. (Registration No. 333-169867)).

 

 

Exhibit 4

Standby Agreement, dated March 31, 2011, between Brookfield Asset Management Inc. and Brookfield Properties Corporation (incorporated by reference to Exhibit 99.11 to Post-Effective Amendment No. 1 on Form F-1 to F-4 Registration Statement of Brookfield Residential Properties Inc. (Registration No. 333-169867)).

 

 

Exhibit 5

Letter Agreement, dated June 17, 2011, between Brookfield Asset Management Inc. and BRP Holdings Corp.

 

6


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

Exhibit 6

Amendment to Letter Agreement, dated June 22, 2011, between Brookfield Asset Management Inc. and BRP Holdings Corp.

 

7


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigneds’ knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: July 7, 2011

 

 

 

 

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

 

 

By:

/s/ Jeffrey A. Haar

 

 

Name:

Jeffrey A. Haar

 

 

Title:

Senior Vice President, Legal and Corporate Secretary

 

 

 

 

 

 

 

PARTNERS LIMITED

 

 

 

 

 

 

 

By:

/s/ Loretta M. Corso

 

 

Name:

Loretta M. Corso

 

 

Title:

Secretary

 

8


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

SCHEDULE I
Brookfield Asset Management Inc.

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Jeffrey M. Blidner

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner

 

Canada

Jack L. Cockwell, Director

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Group Chairman of Brookfield

 

Canada

Marcel R. Coutu, Director

 

Canadian Oil Sands Limited, 2500 First Canadian Centre, 350 — 7th Ave. S.W., Calgary, Alberta T2P 3N9, Canada

 

President and Chief Executive Officer of Canadian Oil Sands Limited

 

Canada

Trevor J. Eyton, Director

 

c/o 130 Adelaide Street W., Suite 3303, Toronto, Ontario M5H 3P5, Canada

 

Corporate Director

 

Canada

Bruce J. Flatt, Director

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Executive Officer of Brookfield

 

Canada

James Gray, Director

 

c/o 335 — 8th Avenue S.W., Suite 1700, Royal Bank Building, Calgary, Alberta T2P 1C9, Canada

 

Corporate Director

 

Canada

Robert J. Harding, Director

 

Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada

 

Corporate Director

 

Canada

Maureen Kempston Drakes, Director

 

c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A1, Canada

 

Formerly GM Group Vice-President

 

Canada

David W. Kerr, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Corporate Director

 

Canada

Brian D. Lawson

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer

 

Canada

Lance Liebman, Director

 

Columbia Law School, 435 West 116th Street, New York, New York 10027 — 7297, U.S.A.

 

William S. Beinecke Professor of Law

 

U.S.A.

Philip B. Lind, Director

 

Rogers Communications Inc., 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada

 

Vice-Chairman of Rogers Communications Inc.

 

Canada

Frank K. McKenna, Director

 

TD Bank Financial Group, P.O. Box 1, TD Centre, 66

 

Deputy Chair of TD Bank Financial Group

 

Canada

 

 

Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada

 

 

 

 

Jack M. Mintz, Director

 

University of Calgary, Suite 926, Earth Sciences Building, 2500 University

 

Palmer Chair in Public Policy

 

Canada

 

9


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

 

 

Drive N.W., Calgary, Alberta T2N 1N4, Canada

 

 

 

 

George E. Myhal

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 Canada

 

Senior Managing Partner

 

Canada

Youssef A. Nasr, Director

 

P.O. Box 16 5927, Beirut, Lebanon

 

Formerly Chief Executive Officer of HSBC Bank Middle East Limited

 

Lebanon and U.S.A

James A. Pattison, Director

 

The Jim Pattison Group, 1800 — 1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada

 

Chairman, President and Chief Executive Officer of The Jim Pattison Group

 

Canada

Samuel J. Pollock

 

181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada

 

Senior Managing Partner

 

Canada

George S. Taylor, Director

 

c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada

 

Corporate Director

 

Canada

 

10


 

CUSIP No.   11283W

SCHEDULE 13D

 

 

SCHEDULE II
Partners Limited

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation or
Employment

 

Citizenship

Gordon E. Arnell, Director

 

181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3

 

Chairman of Brookfield Office Properties Inc.

 

Canada

Jack L. Cockwell

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Group Chairman of Brookfield

 

Canada

Robert J. Harding

 

Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada

 

Corporate Director

 

Canada

David W. Kerr, Director

 

c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Corporate Director

 

Canada

Edward C. Kress

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Corporate Director

 

Canada

Timothy E. Price

 

51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada

 

Chairman, Brookfield Funds

 

Canada

 

11

 EX-99.5 2 a11-17051_1ex99d5.htm EX-99.5

Exhibit 5

 

[BROOKFIELD ASSET MANAGEMENT LETTERHEAD]

 

June 17, 2011

 

BRP Holdings Corp.

Brookfield Residential Properties Inc.

 

Dear Sirs/Mesdames:

 

We are the beneficial owner of common shares (the “Shares”) of Brookfield Residential Properties Inc. (the “Company”).

 

On and subject to the terms and conditions hereinafter set forth, we irrevocably offer (the “Offer”) to sell to BRP Holdings Corp. (the “Purchaser”) 2,000,000 Shares (the “Subject Shares”) for a price per Subject Share equal to US$10.00 per Issuer Share (the “Purchase Price”).    The Offer is open for acceptance until July 6, 2011.

 

This Offer is subject to the conditions that (a) the Purchase Price is not in excess of 96% of the lesser of (i) the volume-weighted average price of a Share on the New York Stock Exchange (the “NYSE”) for the 20 trading days immediately prior to the date of acceptance of the Offer (the “Previous 20 Day Price”), and (ii) the volume-weighted average price of a Share on the NYSE for the 3 trading days immediately prior to the Closing Date (the “Previous 3 Day Price”), and (b) prior to the acceptance of this Offer, the Ontario Securities Commission shall have granted the necessary exemption for the transaction contemplated hereby (the “OSC Approval”).

 

1.                                       You warrant that:

 

(a)                                  the Purchaser is duly incorporated and validly existing under the laws of the Province of Ontario;

 

(b)                                 the Purchaser has the corporate power and capacity to enter into, and to perform its obligations under, this Agreement;

 

(c)                                  the execution, delivery and performance of this Agreement and all agreements executed in connection therewith have been duly authorized by all necessary corporate action on the part of the Purchaser;

 

(d)                                 this Agreement and all agreements executed in connection therewith are valid and binding obligations of the Purchaser, enforceable in accordance with their terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;

 


 

(e)                                  none of the entering into of this Agreement or the consummation of the transactions contemplated by this Agreement, the performance of the Purchaser of any of its other obligations under this Agreement will contravene, breach or result in any default under the articles, by-laws, constating documents or other organizational documents of the Purchaser or under any mortgage, lease, agreement, other legally binding instrument, licence, permit, statute, regulation, order, judgment, decree or law to which the Purchaser is a party or may be bound; and

 

(f)                                    no authorization of consent or approval of, or filing with or notice to, any governmental agency, regulatory body, court or other third party is required in connection with the execution, delivery or performance of this Agreement by the Purchaser or the consummation of the transactions contemplated by this Agreement other than the OSC Approval, which has been obtained on or before the acceptance of this Offer.

 

2.                                       We warrant that:

 

(a)                                  we are duly incorporated and validly existing under the laws of the Province of Ontario;

 

(b)                                 we have the corporate power and capacity to enter into, and to perform our obligations under, this Agreement;

 

(c)                                  the execution, delivery and performance of this Agreement and all agreements executed in connection therewith have been duly authorized by all necessary corporate action on our part;

 

(d)                                 this Agreement and all agreements executed in connection therewith are valid and binding obligations, enforceable in accordance with their terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies;

 

(e)                                  as of the date hereof, we have good and marketable title to the Subject Shares and the full legal right, power and authority to sell and transfer the Subject Shares to you free and clear of all liens, charges, encumbrances and adverse claims;

 

(f)                                    none of the entering into of this Agreement or the consummation of the transactions contemplated by this Agreement, the performance of any of our other obligations under this Agreement will contravene, breach or result in any default under our articles, by-laws, constating documents or other organizational documents or under any mortgage, lease, agreement, other legally binding instrument, licence, permit, statute, regulation, order, judgment, decree or law to which we are a party or may be bound; and

 

(g)                                 no authorization of consent or approval of, or filing with or notice to, any governmental agency, regulatory body, court or other third party is required in connection with the execution, delivery or performance of this Agreement by the

 

2


 

Vendor or the consummation of the transactions contemplated by this Agreement other than the OSC Approval.

 

3.                                       The date on which the closing of this transaction shall take place (the “Closing Date”) shall be the fourth trading day following the announcement of the Offer unless on such day 96% of either (i) the Previous 20 Day Price or (ii) the Previous 3 Day Price is less than the Purchase Price, in which case the closing will take place on the first trading day thereafter, and on or before July 12, 2011, on which 96% of the Previous 20 Day Price and the Previous 3 Day Price are not less than the Purchase Price.

 

4.                                       The closing shall take place at the our offices at Suite 300, Brookfield Place, 181 Bay Street, Toronto, Ontario, M5J 2T3, or at such other place as may be mutually agreed upon.  The purchase price shall be paid by us on the Closing Date by electronic transfer of funds against delivery by us of share certificates representing the Subject Shares duly endorsed in blank for transfer or accompanied by duly signed powers of attorney for transfer in blank and in either case with signatures guaranteed by a Canadian chartered bank or trust company.

 

5.                                       Except as otherwise expressly provided herein, you and we shall each pay the fees and out-of-pocket expenses of our own solicitors and other professional advisors and consultants in connection with the transactions contemplated hereby.

 

6.                                       Time shall be of the essence of the agreement resulting from your acceptance of this Offer.

 

7.                                       All dollar amounts stated herein are in lawful money of the United States.  Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

 

8.                                       The agreement formed by your acceptance of this Offer contains the entire agreement between us relating to its subject matter, supercedes all prior agreements with respect thereto and may not be changed orally but only by an agreement in writing signed by you and by us.

 

9.                                       The agreement resulting from your acceptance of this Offer shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, provided that no party hereto may assign any rights hereunder without the prior written consent of the other parties hereto; except that we may make an assignment to a subsidiary who holds directly the Subject Shares on terms which do not release us from our obligations hereunder.

 

10.                                 Each provision in this Offer is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

 

11.                                The agreement formed by your acceptance of this Offer shall be governed by the laws of the Province of Ontario.

 

3


 

This Offer may be accepted by your signing one or more counterparts hereof in the place indicated and returning the same to us at one of our officers not later than 5 p.m. on the 6th day of July, 2011 and if this Offer is not accepted in the foregoing manner and prior to the foregoing time the same shall become null and void.  This Offer and such acceptance shall together constitute a binding contract of purchase and sale and time shall be of the essence thereof.

 

 

 

Yours very truly,

 

 

 

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

By:

/s/ Brian D. Lawson

 

 

Name: Brian D. Lawson

 

 

Title: Chief Financial Officer

 

4


 

A C C E P T A N C E

 

The undersigned hereby accepts the above Offer on the terms and conditions therein set forth.

 

DATED this       day of                  , 2011.

 

 

 

BRP HOLDINGS CORP.

 

 

 

 

 

By:

/s/ Shane Pearson

 

 

Name: Shane Pearson

 

 

Title: Vice President and Secretary

 

 EX-99.6 3 a11-17051_1ex99d6.htm EX-5

Exhibit 6

 

[BROOKFIELD ASSET MANAGEMENT LETTERHEAD]

 

June 22, 2011

 

BRP Holdings Corp.

 

Dear Sirs/Mesdames:

 

We are writing further to our offer to sell shares of Brookfield Residential Properties Inc. that was accepted by you on June 17, 2011 (the “Offer”).  All capitalized terms used herein have the meanings given to them in the Offer.

 

On and subject to the terms and conditions hereinafter set forth, we irrevocably offer to amend the Offer by reducing the Purchase Price to US$9.64.    All other terms and conditions of the Offer are unamended and shall be read together with this amendment to the Offer, once accepted by you. The Offer is open for acceptance until July 6, 2011.

 

This amendment to the Offer may be accepted by your signing one or more counterparts hereof in the place indicated and returning the same to us at one of our officers not later than 5 p.m. on the 6th day of July, 2011 and if this Offer is not accepted in the foregoing manner and prior to the foregoing time the same shall become null and void.  This Offer and such acceptance shall together constitute a binding contract of purchase and sale and time shall be of the essence thereof.

 

 

Yours very truly,

 

 

 

 

 

BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

By:

/s/ Brian D. Lawson

 

 

Name: Brian D. Lawson

 

 

Title: Chief Financial Officer

 


 

A C C E P T A N C E

 

The undersigned hereby accepts the above Offer on the terms and conditions therein set forth.

 

DATED this       day of        , 2011.

 

 

 

BRP HOLDINGS CORP.

 

 

 

 

 

By:

/s/ Shane Pearson

 

 

 

 

 

Name: Shane Pearson

 

 

Title: Vice President and Secretary