BRP ANNOUNCES PRICING OF SECONDARY OFFERING
Subordinate Voting Shares expected to begin trading on Nasdaq
Valcourt, Québec, September 14, 2018 – BRP Inc. (TSX: DOO) (BRP or the Company) announced today the pricing of its previously announced secondary offering of 8,700,000 subordinate voting shares to be sold by certain of its shareholders, including Beaudier Inc. and 4338618 Canada Inc. (collectively, Beaudier Group) as well as Bain Capital (Bain), at a price to the public of US$47.00 per share, for aggregate gross proceeds to the selling shareholders of US$408,900,000. The underwriters have also been granted a 30-day option following the closing date of the offering to purchase up to 1,305,000 additional subordinate voting shares from the Beaudier Group and Bain.
The subordinate voting shares are expected to begin trading on the Nasdaq Global Select Market (Nasdaq) under the ticker “DOOO” on September 14, 2018. BRP's subordinate voting shares are listed on the Toronto Stock Exchange (TSX) under the symbol “DOO”.
The offering is expected to close on September 18, 2018, subject to the satisfaction of customary closing conditions.
In connection with the offering, the Company filed a preliminary prospectus supplement and will file a final prospectus supplement to its short form base shelf prospectus dated September 4, 2018. The preliminary supplement was filed and the final prospectus will be 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.
The offering is conducted through a syndicate of underwriters led by BMO Capital Markets, Citigroup, RBC Capital Markets and UBS Investment Bank as joint bookrunning managers and as representatives of the underwriters. CIBC Capital Markets, Desjardins Securities, Goldman Sachs Canada Inc., Morgan Stanley, National Bank Financial Inc., Wells Fargo Securities, Baird and TD Securities are also acting as joint book-running managers.
The net proceeds of the offering will be paid directly to the selling shareholders. The Company will not receive any proceeds from the offering.
The offering will be made only by means of the prospectus supplements and the registration statement, which contain important information about the offering. Copies of the prospectus supplements are or will be made available 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 supplements and the registration statement, when available, as applicable, 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: email@example.com (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: firstname.lastname@example.org (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: email@example.com, 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: firstname.lastname@example.org. Prospective investors should read the prospectus supplements and registration statement, as applicable, 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.
We are a global leader in the world of powersports vehicles, propulsion systems and boats built on over 75 years of ingenuity and intensive consumer focus. Our portfolio of industry-leading and distinctive products includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am on- and off-road vehicles, Alumacraft and Manitou boats, Evinrude and Rotax marine propulsion systems as well as Rotax engines for karts, motorcycles and recreational aircraft. We support our lines of product with a dedicated parts, accessories and clothing business to fully enhance your riding experience. With annual sales of CA$4.5 billion from over 100 countries, our global workforce is made up of around 10,350 driven, resourceful people.
Ski-Doo, Lynx, Sea-Doo, Evinrude, Rotax, Can-Am, Alumacraft and Manitou, and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements included in this release may be “forward-looking statements” within the meaning of Canadian securities laws, including statements regarding the completion of the offering and the listing of the Company's subordinate voting shares on Nasdaq Global Select Market. Forward-looking statements are typically identified by the use of terminology such as “may”, “will”, “would”, “could”, “expects”, “plans”, “intends”, “anticipates” or “believes” or the negative or other variations of these words or other comparable words or phrases. Forward-looking statements, by their nature, are based on assumptions, and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Completion of the proposed offering and listing on Nasdaq Global Select Market is subject to numerous factors, many of which are beyond BRP’s control, including but not limited to, the failure of customary closing conditions and other important factors disclosed previously and from time to time in BRP’s filings with the securities regulatory authorities in each of the provinces and territories of Canada and the SEC. The forward-looking statements contained in this release represent BRP's expectations as of the date of this release (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, BRP disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Catherine Moreau Philippe Deschênes
Senior Advisor, Media Relations Manager Treasury and Investor Relations
Tel.: 514.231.2118 Tel.: 450.532.6462