BRP Inc. Sells 1M Shares via Underwriting Agreement

TL;DR

BRP Inc. is selling 1M shares through an underwriting deal with Bain Capital and BMO Nesbitt Burns.

AI Summary

On April 17, 2024, BRP Inc. entered into an underwriting agreement with Bain Capital Integral Investors II, L.P. as the selling shareholder and BMO Nesbitt Burns Inc. as the underwriter. This agreement is in connection with the sale of 1,000,000 subordinate voting shares of BRP Inc.

Why It Matters

This filing indicates a significant share sale by a major shareholder, which could impact the stock's supply and demand dynamics.

Risk Assessment

Risk Level: medium — The sale of a large block of shares by a significant shareholder can create downward pressure on the stock price.

Key Numbers

• 1,000,000 — Shares Sold (Number of subordinate voting shares being sold by Bain Capital Integral Investors II, L.P.)

Key Players & Entities

• BRP Inc. (company) — Registrant and seller of shares
• Bain Capital Integral Investors II, L.P. (company) — Selling Shareholder
• BMO Nesbitt Burns Inc. (company) — Underwriter
• 1,000,000 (dollar_amount) — Number of shares being sold
• April 17, 2024 (date) — Date of Underwriting Agreement

FAQ

From the Filing

0001193125-24-100848.txt : 20240418 0001193125-24-100848.hdr.sgml : 20240418 20240418163556 ACCESSION NUMBER: 0001193125-24-100848 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240418 FILED AS OF DATE: 20240418 DATE AS OF CHANGE: 20240418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRP Inc. CENTRAL INDEX KEY: 0001748797 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38648 FILM NUMBER: 24854750 BUSINESS ADDRESS: STREET 1: 726 SAINT-JOSEPH STREET CITY: VALCOURT STATE: A8 ZIP: J0E 2L0 BUSINESS PHONE: 450-532-2211 MAIL ADDRESS: STREET 1: 726 SAINT-JOSEPH STREET CITY: VALCOURT STATE: A8 ZIP: J0E 2L0 6-K 1 d819088d6k.htm 6-K 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2024 Commission File Number: 001-38648 BRP INC. (Translation of registrant’s name into English) 726 Saint-Joseph Street Valcourt, Quebec, Canada (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☐    Form 40-F ☒ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ On April 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Bain Capital Integral Investors II, L.P. (the “Selling Shareholder”), and BMO Nesbitt Burns Inc. in connection with the sale of 1,500,000 shares of subordinate voting shares of the Company by the Selling Shareholder. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is a summary of the material terms of such agreement and does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. EXHIBIT INDEX Exhibit 1.1 to this report of a Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Exhibit No. Description 1.1 Underwriting Agreement, dated April 17, 2024, by and among BRP Inc., BMO Nesbitt Burns Inc., and Bain Capital Integral Investors II, L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRP Inc. By: /s/ Tara Mandjee Name: Tara Mandjee Title: Assistant Secretary Date: April 18, 2024 EX-1.1 2 d819088dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT April 17, 2024 BRP Inc. 726, rue Saint-Joseph Valcourt, Québec Canada J0E 2L0 - and - Bain Capital Integral Investors II, L.P. 200 Clarendon Street Boston, MA 02116 Ladies and Gentlemen: BMO Nesbitt Burns Inc., as sole underwriter (the “ Underwriter ”), understands that Bain Capital Integral Investors II, L.P. (“ Bain ” or the “ Selling Shareholder ”) proposes to sell to the Underwriter an aggregate of 1,500,000 subordinate voting shares (the “ Securities ”) of BRP Inc. (the “ Company ”) pursuant to this underwriting agreement (the “ Agreement ”). The Company has prepared and filed with the Canadian Securities Regulators in the Qualifying Jurisdictions a short form base shelf prospectus dated February 23, 2023, related to the potential distribution of se