BRP and Its Principal Shareholder Announce Bought Deal Secondary Offering

Executive Summary

• BRP Inc. announced a secondary offering of subordinate voting shares on a bought-deal basis, with BMO Capital Markets acting as the underwriter.
• The transaction involves the sale of 1,500,000 shares by the selling shareholder, Bain Capital Integral Investors II, L.P., at a public price of C$90.71 per share.
• Proceeds from the offering will go entirely to the selling shareholder; BRP Inc. will not receive any capital from this transaction.

Key Details

• Transaction Structure: Secondary offering on a bought-deal basis via BMO Capital Markets.
• Shares Offered: 1,500,000 subordinate voting shares.
• Price: C$90.71 per subordinate voting share.
• Gross Proceeds: Approximately C$136.07 million (1,500,000 shares × C$90.71).
• Use of Proceeds: Net proceeds paid directly to the Selling Shareholder (Bain Capital); the Company receives no proceeds.
• Selling Shareholder: Bain Capital Integral Investors II, L.P. ("Bain").
• Pre-Transaction Holdings: Bain held 11,996,629 multiple voting shares, representing ~16.4% of issued/outstanding shares and ~27.1% of voting power.
• Post-Transaction Holdings: Bain will hold 10,496,629 multiple voting shares, representing ~14.4% of issued/outstanding shares and ~24.4% of voting power (excluding the distribution in kind described below).
• Closing Date: Expected on or about September 12, 2025, subject to customary conditions.
• Related Transaction: Bain expects to complete a distribution in kind of up to 1,200,000 multiple voting shares to certain affiliates and limited partners, subject to contractual lock-up or statutory restrictions.
• Regulatory Filings: Prospectus supplement to be filed with Canadian securities authorities and the U.S. SEC (Form F-10).

Notable Quotes

• No direct quotes from company executives were included in the release.