#Canada #Bain Capital #Valcourt #BRP #Subordinate Voting Shares

BRP Completes Secondary Offering

In a significant move in the financial markets, BRP Inc. (ticker symbols: TSX: DOO, NASDAQ: DOOO) has announced the successful closing of a previously disclosed bought deal secondary offering. This transaction involved the sale of 1,500,000 subordinate voting shares by its principal shareholder, Bain Capital Integral Investors II, L.P., generating gross proceeds of approximately C$136,065,000.

The offering was executed at a set purchase price of C$90.71 per subordinate voting share, which reflects BRP’s focus on capitalizing on shareholder strengths to bolster operational capabilities and market positioning. The shares were offered under the auspices of a prospectus supplement that was filed with Canadian securities regulatory authorities alongside the U.S. Securities and Exchange Commission (SEC), part of an effective registration statement on Form F-10 under the U.S./Canada Multijurisdictional Disclosure System.

Context and Implications of the Offering

A crucial aspect of this transaction is that all net proceeds from the sale are directed entirely to Bain Capital, meaning that BRP will not receive any financial benefit from the offering. This strategic move indicates a shift rather than a direct infusion of capital within the company.

Following the completion of this offering, Bain Capital and its affiliates now control 10,496,629 multiple voting shares of BRP, equating to around 14.35% of the company's total outstanding shares. This collective holding also constitutes about 24.39% of the total voting power attached to all shares, showcasing Bain’s substantial influence over corporate governance decisions moving forward.

The offering was managed by BMO Capital Markets, which, notably, was not granted an over-allotment option with this transaction.

The implications of this offering can be wide-reaching. As BRP is navigating growth within a highly competitive powersports industry, Bain's continued support and majority influence suggest a strong commitment to the company's long-term strategies. BRP has reported strong annual sales which reached C$7.8 billion, a testament to their robust portfolio that includes industry-leading brands like Ski-Doo, Lynx, Sea-Doo, and Can-Am. Their path forward may see an even greater focus on product innovation and market expansion.

About BRP

BRP Inc. stands as a global leader in various powersports products, from snowmobiles and watercraft to off-road vehicles and marine propulsion systems. The Quebec-based company prides itself on over 80 years of innovation and commitment to consumer satisfaction. In acknowledgement of shifting market demands, BRP is increasingly investing resources into developing electric models across its range, aiming to meet contemporary consumer needs while promoting sustainability.

By highlighting its diverse offerings and financial maneuvers, BRP continues to position itself as a forward-thinking entity within the powersports ecosystem. Their strategic decisions signal a commitment to evolving with the market and maintaining competitive edge, providing exhilarating adventures and optimizing the riding experience across various landscapes.

For more information about BRP and its portfolio, visit www.brp.com.

Summary

The closing of this secondary offering solidifies Bain Capital's substantial role in BRP's operational landscape and illustrates BRP's ongoing commitment to strategic growth within the powersports industry. As BRP continues to innovate and expand, the importance of shareholding structures like Bain’s will undoubtedly play a pivotal role in guiding the company’s future endeavors.