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 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 8,700, 000 subordinate voting shares of the Company (the “Subordinate Voting Shares”) at a purchase price of C$30.00 per Subordinate Voting Share for gross proceeds of C$261,000, 000. 7,308, 982 of the Subordinate Voting Shares are being sold to the Underwriters by Bain and 1,391, 018 of the Subordinate Voting Shares are being sold to the Underwriters by CDPQ. 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 1,300, 000 Subordinate Voting Shares at the offering price to cover over-allotments, if any. The transaction is expected to close on or about January 31, 2014. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.
Bain currently holds 40,145, 521 multiple voting shares of the Company (the “Multiple Voting Shares” and, collectively with the Subordinate Voting Shares, the “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. Following the closing of the offering (assuming no exercise of the over-allotment option), Bain will hold 32,836, 539 Multiple Voting Shares, representing approximately 27.8% of the issued and outstanding Shares and approximately 37.9% of the voting power attached to all of the Shares. CDPQ currently holds 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. Following the closing of the offering (assuming no exercise of the over-allotment option), CDPQ will hold 6,249, 329 Multiple Voting Shares, representing approximately 5.3% of the issued and outstanding Shares and approximately 7.2% 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.
BRP (brp.com) is a global leader in the design, development, manufacturing, distribution and marketing of powersports vehicles. Distributed in 105 countries, its portfolio of brands and products includes Ski Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am all-terrain and side-by-side vehicles, Can-Am roadsters, Evinrude outboard engines, as well as Rotax propulsion systems. BRP employs approximately 6,800 people worldwide.
Certain statements in this press release constitute forward-looking statements. The words "scheduled","may","will","would","should","could","expects","plans","intends","trends","indications","anticipates","believes","estimates","predicts","likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause the Company's actual results or affairs to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the "Risk Factors" section of the supplemented PREP prospectus dated May 21, 2013 available at sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities regulations.
Jon Reider, Investor Relations
T: 450-532-6311 - E: jon.reider[.]brp.com.