BRP and its Principal Shareholder Announce Closing of Previously Announced Secondary Offering

Rhea-AI Summary

BRP Inc. (NASDAQ: DOOO) has announced the closing of a secondary offering where principal shareholder Bain Capital sold 1,500,000 subordinate voting shares at C$90.71 per share, generating total gross proceeds of C$136,065,000.

The offering was conducted through BMO Capital Markets, with no over-allotment option granted. Following the transaction, Bain Capital and its affiliates now hold 10,496,629 multiple voting shares, representing approximately 14.35% ownership and 24.39% voting power in BRP. The company did not receive any proceeds from this secondary offering.

Positive

• None.

Negative

• Significant reduction in Bain Capital's ownership stake
• No proceeds received by the company from the offering

Insights

Corporate Finance Analyst

Bain Capital reduced its BRP stake through a C$136M secondary offering, with no proceeds going to BRP itself.

BRP's principal shareholder, Bain Capital, has completed a secondary offering of 1,500,000 subordinate voting shares at C$90.71 per share, generating gross proceeds of C$136,065,000 for Bain. This transaction represents a partial exit for the private equity firm, which has been gradually reducing its position in BRP over time.

The key aspect investors should understand is that this was strictly a secondary offering, meaning BRP received no proceeds from the sale. The entire amount went to Bain Capital as the selling shareholder. BMO Capital Markets facilitated the offering without an over-allotment option.

Following the transaction, Bain still maintains a significant stake in BRP, holding 10,496,629 multiple voting shares, which represents approximately 14.35% of BRP's total outstanding shares and 24.39% of the total voting power. This indicates that while Bain is reducing its position, it retains substantial influence through its disproportionate voting rights via multiple voting shares.

This type of transaction is typically neutral for a company's operations and finances, as it simply represents a change in ownership structure rather than any fundamental business development. The price of C$90.71 per share was predetermined through the bought deal arrangement, providing certainty for both the seller and underwriter.

VALCOURT, QC, Sept. 12, 2025 /PRNewswire/ - BRP Inc. (TSX: DOO) (NASDAQ: DOOO) ("BRP" or the "Company") announced today the closing of the previously announced bought deal secondary offering (the "Offering") pursuant to which Bain Capital Integral Investors II, L.P. ("Bain" or the "Selling Shareholder") sold 1,500,000 subordinate voting shares of BRP (the "Subordinate Voting Shares") at a purchase price of C$90.71 per Subordinate Voting Shares for total gross proceeds of C$136,065,000 to the Selling Shareholder.

The Subordinate Voting Shares were offered by way of a prospectus supplement dated September 10, 2025 to the Company's short form base shelf prospectus dated March 26, 2025 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 U.S./Canada Multijurisdictional Disclosure System.

All net proceeds have been paid directly to the Selling Shareholder. The Company did not receive any proceeds from the Offering.

The Subordinate Voting Shares were offered by BMO Capital Markets, which was not granted an over-allotment option in connection with the Offering.

BRP's Subordinate Voting Shares are listed on the Toronto Stock Exchange (TSX) and Nasdaq Global Select Market (NASDAQ) under the symbol "DOO" and "DOOO", respectively.

Upon closing of the Offering, Bain and its affiliates held 10,496,629 multiple voting shares of BRP, representing approximately 14.35% of the issued and outstanding shares of the Company (the "Shares") and approximately 24.39% of the voting power attached to all of the Shares. No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

About BRP
BRP Inc. is a global leader in the world of powersports 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 and 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 a global workforce of approximately 16,500 driven, resourceful people as of January 31, 2025.

www.brp.com
@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Quintrex and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

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SOURCE BRP Inc.

FAQ

How many shares did Bain Capital sell in BRP's (DOOO) secondary offering?

Bain Capital sold 1,500,000 subordinate voting shares at a price of C$90.71 per share, generating total gross proceeds of C$136,065,000.

What is Bain Capital's remaining ownership in BRP (DOOO) after the secondary offering?

After the offering, Bain Capital and affiliates hold 10,496,629 multiple voting shares, representing approximately 14.35% ownership and 24.39% voting power in BRP.

Did BRP (DOOO) receive any proceeds from the secondary offering?

No, BRP did not receive any proceeds from the offering. All net proceeds were paid directly to the selling shareholder, Bain Capital.

Who was the underwriter for BRP's (DOOO) secondary offering?

BMO Capital Markets was the underwriter for the offering, and no over-allotment option was granted in connection with the offering.

What was the price per share for BRP's (DOOO) secondary offering?

The subordinate voting shares were sold at a purchase price of C$90.71 per share.