BRP shareholder Bain arranges secondary offering

Executive Summary

• BRP Inc. and its principal shareholder, Bain Capital Integral Investors II LP, have entered into an agreement for a secondary offering of 1.85 million subordinate voting shares on a bought deal basis.
• RBC Capital Markets will purchase the shares at $100 per share, with net proceeds going directly to the selling shareholder; BRP Inc. will not receive any proceeds from this transaction.
• Following the closing, Bain’s ownership stake is expected to decrease from approximately 14.2% to 11.7% of issued and outstanding shares, and from 24.3% to 20.7% of voting power.

Key Details

• Transaction Structure: Secondary offering on a bought deal basis.
• Selling Shareholder: Bain Capital Integral Investors II LP.
• Underwriter: RBC Capital Markets.
• Quantity: 1.85 million subordinate voting shares.
• Price: $100 per subordinate voting share.
• Gross Proceeds: $185 million (1.85 million shares × $100).
• Use of Proceeds: Net proceeds paid directly to the selling shareholder; the company receives no proceeds.
• Pre-Transaction Holdings: Bain holds 10,453,493 multiple voting shares (~14.2% of issued/outstanding shares, ~24.3% of voting power).
• Post-Transaction Holdings: Bain will hold 8,603,493 multiple voting shares (~11.7% of issued/outstanding shares, ~20.7% of voting power).
• Expected Closing Date: On or about Dec. 23, 2025, subject to customary closing conditions.
• Regulatory Filings: Prospectus supplement to be filed with Canadian securities regulatory authorities and the U.S. SEC (Form F-10).
• Ticker Symbol: DOO (listed on Toronto Stock Exchange and Nasdaq Global Select Market).