Ms. Emilie Proulx reports
BRP AND ITS PRINCIPAL SHAREHOLDER ANNOUNCE BOUGHT DEAL SECONDARY OFFERING
Bain Capital Integral Investors II LP (the selling shareholder) and BRP Inc. have entered into an agreement with RBC Capital Markets to complete a secondary offering on a bought deal basis. Under the agreement, RBC Capital Markets has agreed to purchase from Bain 1.85 million subordinate voting shares of the company at a price to the public of $100 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 United States/Canada multijurisdictional disclosure system.
Bain and its affiliates currently hold 10,453,493 multiple voting shares of the company, representing approximately 14.2 per cent of the issued and outstanding shares of the company and approximately 24.3 per cent of the voting power attached to all of the shares. Following the closing of the offering, Bain and its affiliates will hold 8,603,493 multiple voting shares, representing approximately 11.7 per cent of the issued and outstanding shares and approximately 20.7 per cent 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 and Nasdaq Global Select Market under the symbol DOO.
The offering is expected to close on or about Dec. 23, 2025, subject to customary closing conditions.
The offering is being made only by means of the prospectus supplement and the registration statement, which contain important information about the offering. Before making an investment decision, prospective investors should read such documents, including the documents incorporated by reference therein, which, when available, may be accessed free of charge in Canada on SEDAR+ or in the United States by visiting EDGAR on the SEC website. The company's short-form base shelf prospectus and preliminary prospectus supplement are, and the final prospectus supplement will be within two business days, accessible through SEDAR+. Delivery of the short-form base shelf prospectus and final prospectus supplement, including any amendments thereto, will be satisfied in accordance with the access equals delivery provisions of applicable Canadian securities legislation. Electronic or paper copies of the short form base shelf prospectus and final prospectus supplement, when available, may be obtained upon request in Canada by contacting RBC Dominion Securities Inc. by telephone at 1-416-842-5349 or by e-mail at Distribution.RBCDS@rbccm.com and in the United States by contacting RBC Capital Markets LLC, attention: equity capital markets, 200 Vesey St., New York, N.Y., 10281, by telephone at 877-822-4089 or by e-mail at equityprospectus@rbccm.com. Prospective investors should read the preliminary prospectus supplement and registration statement before making an investment decision.
About BRP Inc.
BRP is a global leader in the world of power sports products, propulsion systems and boats built on over 80 years of ingenuity and intensive consumer focus. Through its portfolio of industry-leading and distinctive brands featuring Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft and pontoons, Can-Am on- and off-road vehicles, Quintrex boats, Rotax marine propulsion systems, as well as Rotax engines for karts and recreational aircraft, BRP unlocks exhilarating adventures and provides access to experiences across different playgrounds. The company completes its lines of products with a dedicated parts, accessories and apparel portfolio to fully optimize the riding experience. Committed to growing responsibly, BRP is developing electric models for its existing product lines. Headquartered in Quebec, Canada, BRP had annual sales of $7.8-billion from over 130 countries and employed approximately 16,500 driven, resourceful people as of Jan. 31, 2025.
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