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Brookfield Real Estate Services Fund Finalizes Funding Arrangements Related to the Acquisition of La Capitale Real Estate Network Management Services Agreement Amended

2008-04-04 14:00:00

Brookfield Real Estate Services Fund Finalizes Funding Arrangements Related to the Acquisition of La Capitale Real Estate Network

Management Services Agreement Amended

TORONTO, ONTARIO–( EMWNews – April 4, 2008) – Brookfield Real Estate Services Fund (the “Fund”) (TSX:BRE.UN), announced today that it has finalized a $15 million Term Facility with the Canadian Imperial Bank of Commerce. Interest on the Term Facility is available in the form of floating prime rate payable quarterly, or at Banker’s Acceptance rates plus 1% with terms of up to six months. The Term Facility matures on February 17, 2010, the same date as the Fund’s existing $38 million long term debt obligations.

On closing the Fund drew down $14 million of the Term Facility to fund the previously announced obligations arising from the January 1, 2008 acquisition of La Capitale Real Estate Network franchise agreements representing 44 locations and 1,060 agents operating under the La Capitale Real Estate Network (“La Capitale”) brand and the La Capitale trademarks and trademark license (the “La Capitale Assets”).

The La Capitale Assets were purchased for approximately $17.5 million, of which $14 million representing approximately 80% of the total purchase price was payable on January 1, 2008. The balance is to be paid in three annual installments in January 2009, 2010 and 2011, based on the audited average annual royalties earned from the acquired La Capitale Franchise agreements during the 52 week period ending at the end of the 44th week of each of 2008, 2009 and 2010. The Fund paid $1 million on January 1, 2008 in respect of the La Capitale acquisition and prior to completion of the financing agreed to pay interest on the remaining balance due on closing at the prime rate plus 1%.

On March 20, 2008, the Fund announced the completion of the acquisition of the La Capitale assets with effect from January 1, 2008. Concurrently, the Fund amended the Management Services Agreement (MSA) to accommodate the operation of the La Capitale business. Under the Amended and Restated MSA, the Fund manager (the “Manager”), Brookfield Real Estate Services Limited, will receive a management fee equal to 30% of the distributable cash from the La Capitale franchise agreements, instead of the 20% of distributable cash which is the management fee payable in respect of the Royal LePage franchise agreements. In other respects, the terms of Amended and Restated MSA are substantively unchanged from the terms of the Original MSA.

Due to the corporate relationship between the Fund, the Manager and its affiliate Trilon Bancorp Inc, from whom the Fund purchased the La Capitale assets, the acquisition and changes to the MSA as it relates to La Capitale, constitute related party transactions under the Canadian Securities Administrators’ Multilateral Instrument 61-101. Accordingly, the acquisition of La Capitale and the terms of the Amended and Restated MSA were negotiated and approved by a Special Committee of the Fund’s Board of Trustees, comprised of the Independent Trustees. The Special Committee retained independent counsel to advise it.

The purchase price for the La Capitale Assets (i) will be calculated net of the 30% management fee payable under the Amended and Restated MSA in respect of La Capitale franchise agreements and (ii) based on an increased accretion factor from 7.5% to 10%. The remaining 20% of the La Capitale purchase price obligation will be paid over three years.

About the Brookfield Real Estate Services Fund

The Fund is a leading provider of services to residential real estate REALTORS®(1). The Fund generates cash flow from franchise royalties and service fees derived from a national network of real estate brokers and agents in Canada operating under the Royal LePage, La Capitale Real Estate Network and Johnston & Daniel brand names. At January 1, 2008, the Fund Network was comprised of 14,444 REALTORS®. The Fund Network has an approximate 21% share of the Canadian residential resale real estate market based on transactional dollar volume. The Fund is a TSX listed income trust, which pays monthly distributions and trades under the symbol “BRE.UN”. The Fund’s website address is www.brookfieldres.com.

(1) REALTOR® is a trademark identifying real estate licensees in Canada who are members of the Canadian Real Estate Association.

Forward-Looking Statements

This quarterly news release contains forward-looking information and other “forward-looking statements”. The words such as “should”, “will”, “continue”, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Fund to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those set forward in the forward-looking statements include a change in general economic conditions, interest rates, consumer confidence, the level of residential resale transactions, the average rate of commissions charged, competition from other traditional real estate brokers or from discount and/or internet-based real estate alternatives, the availability of acquisition opportunities and/or the closing of existing real estate offices, other developments in the residential real estate brokerage industry or the Fund that reduce the number of and/or royalty revenue from the Fund’s REALTORS®, our ability to maintain brand equity through the use of trademarks, the availability of equity and debt financing, a change in tax provisions, and other risks detailed in the Fund’s annual information form which is filed with securities commissions and posted on SEDAR at www.sedar.com. The Fund undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact

Brookfield Real Estate Services Limited
Gurinder Sandhu
Vice President Finance
(416) 510-5701
Email: [email protected]
Website: www.brookfieldres.com

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