BRP and its principal shareholder announce bought deal secondary offering

Executive Summary

• BRP Inc. announced a bought‑deal secondary offering in which RBC Capital Markets will purchase 1,850,000 subordinate voting shares from Bain Capital Integral Investors II at C$100.00 per share.
• The net proceeds of approximately C$185 million will be paid to the selling shareholder; BRK will receive no cash from the transaction.
• After closing (expected around December 23, 2025), Bain’s ownership will decline from ~14.2% to ~11.7% of issued shares and from ~24.3% to ~20.7% of voting power.

Key Details

• Offering Structure: Bought‑deal secondary offering; RBC Capital Markets acts as underwriter, purchasing the shares outright from Bain.
• Shares Sold: 1,850,000 subordinate voting shares at C$100.00 per share.
• Gross Proceeds to Seller: Approximately C$185 million (1,850,000 × C$100).
• Use of Proceeds: All proceeds will be paid directly to the selling shareholder (Bain); BRP will not receive any funds.
• Seller’s Pre‑Closing Holdings: 10,453,493 multiple voting shares (~14.2% of total issued shares; ~24.3% voting power).
• Seller’s Post‑Closing Holdings: 8,603,493 multiple voting shares (~11.7% of total issued shares; ~20.7% voting power).
• Closing Date: Expected on or about December 23, 2025, subject to customary closing conditions.
• Regulatory Filings: Prospectus supplement to the short‑form base shelf prospectus (dated March 26, 2025) will be filed with Canadian securities regulators and the U.S. SEC (Form F‑10). Final prospectus supplement to be available within two business days on SEDAR+.
• Listing Information: The subordinate voting shares are listed on the Toronto Stock Exchange (TSX) and Nasdaq Global Select Market under ticker “DOO”.

Notable Quotes

(No executive quotes were included in the release.)