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BRP Inc. (TSX:DOO, NASDAQ:DOOO) ("BRP" or the "Company") announced today that Bain Capital Integral Investors II, L.P. ("Bain" or the "Selling Shareholder"), and the Company have entered into an agreement with BMO Capital Markets to complete a secondary offering on a bought deal basis (the "Offering"). Under the agreement, BMO Capital Markets has agreed to purchase from Bain 1,500,000 subordinate voting shares of the Company (the "Subordinate Voting Shares") at a price to the public of C$90.71 per Subordinate Voting Share.
In connection with the Offering, the Company will file a prospectus supplement to its short form base shelf prospectus dated March 26, 2025. The prospectus supplement will be filed with the securities regulatory authorities in each of the provinces and territories of Canada as well as with the U.S. Securities and Exchange Commission (SEC) as part of an effective registration statement on Form F-10 under the U.S./Canada Multijurisdictional Disclosure System.
Bain and its affiliates currently hold 11,996,629 multiple voting shares of the Company (the "Multiple Voting Shares") representing approximately 16.4% of the issued and outstanding shares of the Company (the "Shares") and approximately 27.1% of the voting power attached to all of the Shares. Following the closing of the Offering and not accounting for the anticipated distribution in kind described below, Bain and its affiliates will hold 10,496,629 Multiple Voting Shares, representing approximately 14.4% of the issued and outstanding Shares and approximately 24.4% of the voting power attached to all of the Shares.
The net proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering.
BRP's Subordinate Voting Shares are listed on the Toronto Stock Exchange (TSX) and Nasdaq Global Select Market (NASDAQ) under the symbol "DOO" and "DOOO", respectively.
The Offering is expected to close on or about September 12, 2025, subject to customary closing conditions.
