Exhibit 4.1


 


BROOKFIELD
HOMES CORPORATION LETTER OF TRANSMITTAL


 


THIS LETTER
OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


 


Brookfield Homes Corporation
is conducting a rights offering (the “Rights Offering”) which entitles the
holders of shares of the Company’s common stock (the “Stock”), as of the close
of business on RECORD DATE (the “Record Date”) to receive 0.3735701 Rights
(each a “Right”) for each share of Stock held of record on the Record Date
subject to adjustment to eliminate fractional Rights (the “Basic Subscription
Privilege”). Each whole Right will entitle the Holder to subscribe for and
purchase one share of 8% Convertible Preferred Stock, Series A, par value $0.01
per share (the “Preferred Stock”) at a subscription price of $25.00 per share
of Preferred Stock. The shares of Preferred Stock will be convertible into
shares of Stock at a conversion rate of 3.571428571 shares of Stock per share
of Preferred Stock, which is equivalent to a conversion price of $7.00 per
share of Stock.


 


For a more complete
description of the terms and conditions of the Rights Offering, please refer to
the Prospectus dated RECORD DATE (the “Prospectus”), which is incorporated
herein by reference. Copies of the Prospectus are available upon request from
BNY Mellon Shareowner Services (toll free (866) 205-7208).


 


I hereby irrevocably
subscribe for the number of shares of Preferred Stock indicated on the form
upon the terms and conditions specified in the Prospectus relating thereto.
Receipt of the Prospectus is hereby acknowledged.


 


2              SUBSTITUTE FORM W-9


 


PLEASE
CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.


 


If the Taxpayer ID Number printed
above is INCORRECT OR if the space is BLANK write in the CORRECT number here.


 


Under penalties of perjury. I
certify that:


 


1. The number shown on this form is my correct
taxpayer identification number (or I am waiting for a number to be issued to
me), and


 


2. I am not subject to backup withholding
because: (a) I am exempt from
backup withholding, or (b) I have
not been notified by the Internal Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and


 


3. I am a U.S. person (including a U.S. resident
alien). 


 


Certification
instructions. You must
cross out item 2 above if you have been notified by the IRS that you are
currently subject to backup withholding because you have failed to report all
interest and dividends on your tax return.


 


	
  Signature:

  	
   

  	
  Date:

  



 


SEE INSTRUCTIONS ON THE REVERSE SIDE


 


3  o
BASIC SHARES OF PREFERRED STOCK TO SUBSCRIBE


 


WHOLE SHARES OF PREFERRED STOCK


 


4 o OVER SUBSCRIPTION FOR
SHARES OF PREFERRED STOCK


 


WHOLE SHARES OF PREFERRED STOCK


 


ENCLOSED IS
MY CHECK FOR $


 




A Signature: This form must
be signed by the registered holder(s) exactly as their name(s) appears
on the certificate(s) or by person(s) authorized to sign on behalf of the
registered holder(s) by documents transmitted herewith.




 




	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of Stockholder

  	
   

  	
  Date

  	
   

  	
  Daytime Telephone #

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of Stockholder

  	
   

  	
  Date

  	
   

  	
  Daytime Telephone #

  






 




	
  5

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUBSCRIPTION CERTIFICATE NUMBER

  	
   

  	
   

  	
   

  	
  CUSIP NUMBER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BASIC SHARES OF PREFERRED 

  STOCK TO SUBSCRIBE

  	
   

  	
  RIGHTS

  	
   

  	
  RECORD DATE SHARES

  






 

















 


BROOKFIELD HOMES CORPORATION

SUBSCRIPTION FOR RIGHTS OFFERING

RECORD DATE


 


A.              Number of shares of Preferred Stock
subscribed for through the Basic Subscription Privilege (not to exceed one
share of Preferred Stock for each whole Right held):           shares
of Preferred Stock


 


B.                Number of shares of Preferred Stock
subscribed for through the over-subscription privilege (up to the number of
shares of Preferred Stock subscribed for through the Basic Subscription
Privilege, and the Basic Subscription must be fully exercised):              shares
of Preferred Stock


 


C.                Total Subscription Price (sum lines A and B
multiplied by $25.00): $                       


 


D.               Please enclose a Certified or Cashier’s check or money
order payable to The Bank of New York Mellon (acting on behalf of The Bank of
New York Mellon)


 


HOW TO CONTACT BNY MELLON SHAREOWNER SERVICES


By Telephone — 9 a.m.
to  6 p.m. New York Time, Monday
through Friday, except for bank holidays:


 


From within the U.S., Canada or Puerto Rico


1-800-261-8066 (Toll Free)


From outside the U.S.


1-201-680-5235 (Collect)


 


SUBSCRIPTION TO PURCHASE SHARES OF PREFERRED
STOCK OF BROOKFIELD HOMES CORPORATION


RETURN TO: THE BANK OF NEW YORK MELLON C/O
BNY MELLON SHAREOWNER SERVICES


 


WHERE TO
FORWARD YOUR TRANSMITTAL MATERIALS


 


	
  By Mail:

  	
   

  	
  By Overnight Courier or By Hand:

  
	
   

  	
   

  	
   

  
	
  BNY Mellon
  Shareowner Services

  	
   

  	
  BNY Mellon
  Shareowner Services

  
	
  Attn:
  Corporate Action Dept.

  	
   

  	
  Attn:
  Corporate Action Dept., 27th Floor

  
	
  P.O. Box
  3301

  	
   

  	
  480
  Washington Boulevard South

  
	
  Hackensack,
  NJ 07606

  	
   

  	
  Jersey City,
  NJ 07310

  



 


THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY
TIME, ON
                            XX,
20XX AND THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.


 

















 


RESTRICTED AREA DO NOT


PRINT AND/OR WRITE IN THIS BLANK SPACE.


 


COMPLETE ALL APPLICABLE SECTIONS OF THIS FORM USING
THE INSTRUCTIONS BELOW.


 


1   Sign and date Box 1 and include your day time
phone number.


 


2   PLEASE SIGN IN BOX 2 TO
CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer
ID or Social Security Number is incorrect or blank, write the corrected number
in Box 2 and sign to certify. Please note that BNY Mellon Shareowner Services
may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or
Social Security Number is not certified on our records. If you are a non - U.S.
Taxpayer, please complete and return form W-8BEN.


 


3   Place
an x in the box and fill in the number of whole
shares of Preferred Stock you wish to subscribe for under your Basic
Subscription Privilege.


 


4   Place
an x in the box and fill in the number of whole
shares of Preferred Stock you wish to subscribe for under your
over-subscription privilege. (Up to the number of shares of Preferred Stock
subscribed for through the Basic Subscription Privilege, and the Basic
Subscription must be fully exercised).


 


5   Rights
card and calculation section for determining your basic/oversubscription privileges.


 


THIS RIGHTS OFFERING HAS
BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM QUALIFICATION ONLY UNDER THE
FEDERAL LAWS OF THE UNITED STATES, THE LAWS OF THE STATES IN THE UNITED STATES
AND THE LAWS OF THE PROVINCES OF CANADA. RESIDENTS OF OTHER JURISDICTIONS MAY NOT
PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY ESTABLISH TO THE
SATISFACTION OF THE SUBSCRIPTION AGENT THAT THEY ARE PERMITTED TO EXERCISE
THEIR SUBSCRIPTION RIGHTS UNDER APPLICABLE LAW.


 


THIS RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY
TIME, ON        XX, 20XX AND THIS
SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.