Valcourt, Québec, September 11, 2018 – BRP Inc. (TSX: DOO) (BRP or the Company) announced today the launch of a marketed secondary offering by certain of its shareholders, namely Beaudier Inc. and 4338618 Canada Inc. (collectively, Beaudier Group) and Bain Capital (Bain), and the filing of an application to list its subordinate voting shares on the Nasdaq Global Select Market (Nasdaq) in the United States under the ticker "DOOO. Trading of the Company's subordinate voting shares is expected to commence on the Nasdaq following the pricing of the offering.
In connection with the offering, the Company filed a preliminary prospectus supplement to its short form base shelf prospectus dated September 4, 2018. The preliminary supplement was 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 a registration statement on Form F-10 under the U.S./Canada Multijurisdictional Disclosure System.
A total of 8,700,000 subordinate voting shares will be offered by the selling shareholders under the offering, which will be conducted through a syndicate of underwriters led by BMO Capital Markets, Citigroup, RBC Capital Markets and UBS Investment Bank. The offering will be priced in the context of the market with the price and total size of the offering to be determined at the time of entering into an underwriting agreement for the offering.
4,915,824 of the subordinate voting shares will be offered by Beaudier Group and 3,784,176 of the subordinate voting shares will be offered by Bain. The selling shareholders will also grant the underwriters an option to purchase up to an additional 15% of the subordinate voting shares to be sold pursuant to the offering. The option to purchase additional subordinate voting shares will be exercisable for a period of 30 days following the date of closing of the proposed offering.
The net proceeds of the offering will be paid directly to Beaudier Group and Bain. The Company will not receive any proceeds from the offering.
BRP's subordinate voting shares are listed on the Toronto Stock Exchange (TSX) under the symbol "DOO. BRP has applied to list its subordinate voting shares on the Nasdaq Global Select Market under the symbol "DOOO.
Completion of the offering will be subject to customary closing conditions.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective.
The offering will be made only by means of the prospectus supplement and the registration statement which contain important information about the offering. A copy of the preliminary supplement can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the registration statement can be found on EDGAR at www.sec.gov. Copies of the prospectus supplement and the registration statement, when available, may also be obtained from any of the following sources: BMO Capital Markets, Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, telephone: 905-791-3151 Ext 4312 or email: firstname.lastname@example.org (with respect to the offering in Canada), BMO Capital Markets Corp., Attn: Equity Syndicate, 3 Times Square, 25th Floor, New York, NY 10036, telephone: 800-414-3627 or email: email@example.com (with respect to the offering in the United States), RBC Capital Markets, LLC, Attn: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, telephone: 877-822-4089 or email: firstname.lastname@example.org, Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 800-831-9146 or UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: 888-827-7275 or email: email@example.com. Prospective investors should read the preliminary supplement and registration statement before making an investment decision.
No securities regulatory authority has either approved or disapproved the contents of this news 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.