Bain Capital, Beaudier, CDPQ to sell $498.5 mln in BDP shares

Beaudier Inc, U.S. private equity firm Bain Capital and Caisse de dépôt et placement du Québec (CDPQ) have agreed to sell as much as 11.5 million subordinate voting shares of BRP Inc (TSX: DOO), a Valcourt, Québec-based maker of powersports vehicles and propulsion systems. The secondary deal, priced at $43.35 per share, will generate proceeds to the selling shareholders of up to $498.5 million. With the offering’s close, all three investors will continue to hold stakes in the company. BRP was acquired by the family-owned Beaudier, Bain and CDPQ in 2003. The company went public in 2013.

PRESS RELEASE

Beaudier Group, Bain Capital Luxembourg Investments S.a r.l., Caisse de depot et placement du Quebec and BRP Inc. Announce C$433.5 Million Bought Deal

VALCOURT, QUEBEC–(Marketwired – Sept. 26, 2017) –

Beaudier Inc. and 4338618 Canada Inc. (collectively, “Beaudier Group”), Bain Capital Luxembourg Investments S.à r.l. (“Bain”), Caisse de dépôt et placement du Québec (“CDPQ”) and BRP Inc. (TSX:DOO) (the “Company”) announced today that Beaudier Group, Bain, CDPQ and the Company have entered into an agreement with an underwriting 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 10,000,000 subordinate voting shares of the Company (the “Subordinate Voting Shares”) at a purchase price of C$43.35 per Subordinate Voting Share for gross proceeds of C$433,500,000. 3,131,121 of the Subordinate Voting Shares are being sold to the Underwriters by Beaudier Inc., 2,087,271 of the Subordinate Voting Shares are being sold to the Underwriters by 4338618 Canada Inc., 4,017,091 of the Subordinate Voting Shares are being sold to the Underwriters by Bain and 764,518 of the Subordinate Voting Shares are being sold to the Underwriters by CDPQ. Beaudier Group, Bain and CDPQ have granted the underwriters an option, exercisable for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,500,000 Subordinate Voting Shares at the offering price to cover over-allotments, if any. The transaction is expected to close on or about October 17, 2017. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.

Beaudier Group currently holds, collectively, 38,069,457 multiple voting shares of the Company (the “Multiple Voting Shares” and, collectively with the Subordinate Voting Shares, the “Shares”), representing approximately 36.9% of the issued and outstanding Shares and approximately 48.8% of the voting power attached to all of the Shares. Following the closing of the offering (assuming no exercise of the over-allotment option), Beaudier Group will hold, collectively, 32,851,065 Multiple Voting Shares, representing approximately 31.8% of the issued and outstanding Shares and approximately 47.2% of the voting power attached to all of the Shares. Bain currently holds 29,305,669 Multiple Voting Shares representing approximately 28.4% of the issued and outstanding Shares and approximately 37.6% of the voting power attached to all of the Shares. Following the closing of the offering (assuming no exercise of the over-allotment option), Bain will hold 25,288,578 Multiple Voting Shares, representing approximately 24.5% of the issued and outstanding Shares and approximately 36.3% of the voting power attached to all of the Shares. CDPQ currently holds 5,577,346 Multiple Voting Shares representing approximately 5.4% of the issued and outstanding Shares and approximately 7.2% of the voting power attached to all of the Shares. Following the closing of the offering (assuming no exercise of the over-allotment option), CDPQ will hold 4,812,828 Multiple Voting Shares, representing approximately 4.6% of the issued and outstanding Shares and approximately 6.9% of the voting power attached to all of the Shares.

The net proceeds of the offering will be paid directly to Beaudier Group, 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.

About BRP
BRP (TSX:DOO) is a global leader in the design, development, manufacturing, distribution and marketing of powersports vehicles and propulsion systems. Its portfolio includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am off-road and Spyder vehicles, Evinrude and Rotax marine propulsion systems as well as Rotax engines for karts, motorcycles and recreational aircraft. BRP supports its line of products with a dedicated parts, accessories and clothing business. With annual sales of CA$4.2 billion from over 100 countries, the Company employs approximately 8,700 people worldwide.

CONTACT INFORMATION
Johanne Denault
Manager, Corporate Communications
450-532-5173
johanne.denault@brp.com

Philippe Deschenes
Investor Relations
450-532-6462
philippe.deschenes@brp.com

Photo courtesy of BRP Inc