|BAIN CAPITAL LUXEMBOURG INVESTMENTS S.À R.L., CAISSE DE DEPOT ET PLACEMENT DU QUEBEC AND BRP INC. ANNOUNCE C$223 MILLION BOUGHT DEAL|
Valcourt, Québec, September 19, 2013 – Bain Capital Luxembourg Investments S.à r.l. (“Bain”), Caisse de dépôt et placement du Québec (“CDPQ”) and BRP Inc. (TSX: DOO) (the “Company”) announce that Bain, CDPQ and the Company have entered into an agreement with a syndicate led by BMO Capital Markets and RBC Capital Markets (collectively the “Underwriters”) to complete a secondary offering. Under the agreement, the Underwriters have agreed to purchase 8,000,000 subordinate voting shares of the Company (“Subordinate Voting Shares”) at a purchase price of $27.85 per Subordinate Voting Share for gross proceeds of approximately $223 million. 6,720,903 of the Subordinate Voting Shares are being sold to the Underwriters by Bain and 1,279,097 of the Subordinate Voting Shares are being sold to the Underwriters by CDPQ. The transaction is expected to close on or about October 9, 2013. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.
Bain currently holds 46,866,424 multiple voting shares of the Company (“Multiple Voting Shares” and, collectively with the Subordinate Voting Shares, the “Shares”), representing approximately 39.7% of the issued and outstanding Shares and approximately 46.6% of the voting power attached to all of the Shares. Following the closing of the offering, Bain will hold 40,145,521 Multiple Voting Shares, representing approximately 34.0% of the issued and outstanding Shares and approximately 42.8% of the voting power attached to all of the Shares. CDPQ currently holds 8,919,444 Multiple Voting Shares representing approximately 7.6% of the issued and outstanding Shares and approximately 8.9% of the voting power attached to all of the Shares. Following the closing of the offering, CDPQ will hold 7,640,347 Multiple Voting Shares, representing approximately 6.5% of the issued and outstanding Shares and approximately 8.1% of the voting power attached to all of the Shares.
The net proceeds of the offering will be paid directly to Bain and CDPQ. The Company will not receive any proceeds from the offering.
The Subordinate Voting Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933 and other applicable securities laws.
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|"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding BRP's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.|