BRP and its Principal Shareholder Announce Bought Deal Secondary Offering

VALCOURT, QUEBEC, CANADA – April 16, 2024 – (Motor Sports NewsWire) – BRP Inc. (TSX: DOO, NASDAQ: DOOO) (“BRP” or the “Company”) announced today that Bain Capital Integral Investors II, L.P. (“Bain” or the “Selling Shareholder”), and the Company have entered into an agreement with BMO Capital Markets to complete a secondary offering on a bought deal basis (the “Offering”). Under the agreement, BMO Capital Markets has agreed to purchase 1,500,000 subordinate voting shares of the Company (the “Subordinate Voting Shares”) at a price to the public of C$92.90 per subordinate voting share.

In connection with the Offering, the Company will file a preliminary prospectus supplement to its short form base shelf prospectus dated February 23, 2023. The preliminary prospectus supplement 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.

Bain and its affiliates currently hold 13,625,187 multiple voting shares of the Company (the “Multiple Voting Shares”) representing approximately 18.2% of the issued and outstanding shares of the Company (the “Shares”) and approximately 29.7% of the voting power attached to all of the Shares. Following the closing of the Offering, Bain and its affiliates will hold 12,125,187 Multiple Voting Shares, representing approximately 16.2% of the issued and outstanding Shares and approximately 27.1% of the voting power attached to all of the Shares.

The net proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering.

BRP’s Subordinate Voting Shares are listed on the Toronto Stock Exchange (TSX) and Nasdaq Global Select Market (NASDAQ) under the symbol “DOO” and “DOOO”, respectively.

The Offering is expected to close on or about April 19, 2024, subject to customary closing conditions.

The Offering is being made only by means of the prospectus supplement and the registration statement which contain important information about the Offering. When available, a copy of the preliminary prospectus supplement, and the prospectus supplement, can be found on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, and a copy of the registration statement can be found on EDGAR at www.sec.gov….