SC13E4F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-4F

(Amendment No. 3)

(Rule 13e-102)

TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-4 THEREUNDER

BRP Inc.

(Exact name of Issuer as specified in its Charter)

Quebec, Canada

(Jurisdiction of Issuer’s Incorporation or Organization)

BRP Inc.

(Name(s) of Person(s) Filing Statement)

Subordinate Voting Shares

(Title of Class of Securities)

05577W200

(CUSIP Number of Class of Securities)

726 Saint-Joseph Street

Valcourt, Quebec

Canada, J0E 2L0

(450) 532-6154

Attention: Martin Langelier

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement)

with a copy to:

Warren Katz Aniko Pelland Stikeman Elliott LLP 1155 René-Lévesque Blvd. West Montreal, Quebec Canada, H3B 3V2 (514) 397-3000 Rachel Phillips Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036-8704 (212) 841-8857

March 31, 2022

(Date tender offer first published, sent or given to security holders)

EXPLANATORY NOTE

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Schedule 13E-4F (as amended, the “Schedule 13E-4F”) filed with the Securities Exchange Commission on March 31, 2022 by BRP Inc. (the “Company”), a company organized under the laws of Canada, in connection with the Company’s substantial issuer bid/tender offer (the “SIB”) pursuant to which the Company offered to purchase from shareholders for cancellation up to CDN$250 million of its outstanding subordinate voting shares (“Subordinate Voting Shares”) at a purchase price that will allow it to purchase the maximum number of Subordinate Voting Shares properly tendered to the SIB, and not properly withdrawn, having an aggregate purchase price not exceeding CDN$250 million, on and subject to the terms and conditions set forth in the Offer to Purchase and Circular dated March 31, 2022 and the accompanying Letter of Transmittal.

The Schedule 13E-4F is hereby amended and supplemented by adding the following:

• The Company has taken up and purchased for cancellation 2,427,184 Subordinate Voting Shares at a purchase price of CDN$ 103.00 per share, for a total cost of approximately CDN$ 250 million. The Subordinate Voting Shares purchased represented 3% of the Subordinate Voting Shares issued and outstanding on a non-diluted basis at the time that the SIB was announced. After giving effect to the SIB, 36,300,431 Subordinate Voting Shares will be issued and outstanding.

• Reference is hereby made to the press release issued by the Company on May 11, 2022, a copy of which is attached hereto as Exhibit 99.7 and the material change report issued by the Company on May 11, 2022, a copy of which is attached hereto as Exhibit 99.8.

PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

The Issuer has filed the following as Exhibits to this Amendment No. 3:

Exhibit
Number	Description
99.7	Press release of BRP Inc., dated May 11, 2022
99.8	Material change report dated May 11, 2022
107.1	Filing Fee Table

SIGNATURES

By signing this Amendment No. 3, the person filing the Amendment No. 3 consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on Schedule 13E-4F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant’s designated agent.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 11, 2022

BRP INC.
By:	/s/ Martin Langelier
	Name: Martin Langelier
	Title: Senior Vice-President, General           Counsel & Public Affairs

EX-99.7

Exhibit 99.7

	PRESS RELEASE
	For immediate distribution

BRP ANNOUNCES COMPLETION

OF SUBSTANTIAL ISSUER BID

Valcourt, Quebec, May 11, 2022 – BRP Inc. (TSX:DOO; NASDAQ:DOOO) today announced that it has taken up and paid for 2,427,184 subordinate voting shares (“Shares”) at a price of $103.00 per Share under BRP’s substantial issuer bid (“SIB”) to purchase for cancellation a number of its Shares for an aggregate purchase price not to exceed $250 million. All dollar amounts are in Canadian dollars.

The Shares purchased represent an aggregate purchase price of approximately $250 million and approximately 3% of the total number of BRP’s issued and outstanding Shares and multiple voting shares as of May 10, 2022. After giving effect to the SIB, BRP will have 36,300,431 Shares and 42,384,200 multiple voting shares issued and outstanding.

A total of 2,652,202 Shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and purchase price tenders. Since the SIB was oversubscribed, shareholders who made auction tenders at or below the purchase price and purchase price tenders had approximately 91% of their successfully tendered Shares purchased by BRP (other than “odd lot” tenders, which were not subject to proration).

Any Shares or multiple voting shares not purchased, including such Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the purchase price or invalidly tendered will be returned to shareholders as soon as practicable by the depositary.

Payment and settlement of the purchased Shares will be effected by Computershare Investor Services Inc. on or about May 16, 2022 in accordance with the SIB and applicable law.

Pursuant to the SIB, a deemed dividend in the amount of $97.65 per Share was triggered on the repurchase of each Share. The totality of the dividend deemed to have been paid by BRP to Canadian resident persons is designated as an “eligible dividend” for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The full details of the SIB are described in the offer to purchase and issuer bid circular dated March 31, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

  This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell BRP’s shares.  

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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain information included in this release, including, but not limited to, statements relating to the SIB, the timing of payment and settlement for Shares purchased under the SIB and the number of Shares and multiple voting shares expected to be issued and outstanding after completion of the SIB, and other statements that are not historical facts, are “forward-looking statements” within the meaning of Canadian and United States securities laws. Forward-looking statements are typically identified by the use of terminology such as “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases. Forward looking statements, by their very nature, involve inherent risks and uncertainties and are based on several assumptions, both general and specific. BRP cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of BRP to be materially different from the outlook or any future results or performance implied by such statements. Further details and descriptions of these and other factors are disclosed in the offer to purchase and in BRP’s annual information form dated March 24, 2022.

About BRP

We are a global leader in the world of powersports vehicles, propulsion systems and boats built on 80 years of ingenuity and intensive consumer focus. Our portfolio of industry-leading and distinctive products includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am on and off-road vehicles, Alumacraft, Manitou, Quintrex boats and Rotax marine propulsion systems as well as Rotax engines for karts and recreational aircraft. We complete our lines of products with a dedicated parts, accessories and apparel business to fully enhance the riding experience. With annual sales of CA$7.6 billion from over 120 countries, our global workforce is made up of close to 20,000 driven, resourceful people.

www.brp.com

@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, Manitou, Quintrex, Stacer, Savage, and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

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For media enquiries: Biliana Necheva Media Relations media@brp.com	For investor relations: Philippe Deschênes Investor Relations Tel.: 450.532.6462 philippe.deschenes@brp.com

EX-99.8

Exhibit 99.8

FORM 51-102

MATERIAL CHANGE REPORT

1. Name and Address of Company

BRP Inc. (“BRP” or the “Company”)

726 Saint-Joseph Street

Valcourt, Quebec

J0E 2L0

2. Date of Material Change

May 11, 2022.

3. Press Releases

The press release reporting the material change described in this report was disseminated via Newswire (Cision) on May 11, 2022 and was filed with each of the Canadian securities regulatory authorities via SEDAR.

4. Summary of Material Change

On May 11, 2022, BRP announced that it had taken up and paid for 2,427,184 subordinate voting shares (“Shares”) at a price of $103.00 per Share under BRP’s substantial issuer bid (“SIB”) to repurchase up to $250 million of its Shares. All dollar amounts indicated herein are in Canadian dollars.

5. Full Description of Material Change

5.1 Full Description of Material Change

On May 11, 2022, BRP announced that it had taken up and paid for 2,427,184 Shares under the SIB.

The Shares purchased represent an aggregate purchase price of approximately $250 million and approximately 3% of the total number of BRP’s issued and outstanding Shares and multiple voting shares as of May 10, 2022. After giving effect to the SIB, BRP will have 36,300,431 Shares and 42,384,200 multiple voting shares issued and outstanding.

A total of 2,652,202 Shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and purchase price tenders. Since the SIB was oversubscribed, shareholders who made auction tenders at or below the purchase price or purchase price tenders had approximately 91% of their successfully tendered Shares purchased by BRP (other than “odd lot” tenders, which were not subject to proration).

Any Shares or multiple voting shares not purchased, including such Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the purchase price or invalidly tendered will be returned to shareholders as soon as practicable by the depositary.

Payment and settlement of the purchased Shares will be effected by Computershare Investor Services Inc. on or about May 16, 2022 in accordance with the SIB and applicable law.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

None.

8. Executive Officer

For additional information, please contact Philippe Deschênes, Investor Relations at BRP at 450-532-6462 or philippe.deschenes@brp.com.

9. Date of Report

May 11, 2022.

2

EX-FILING FEES

Exhibit 107.1

CALCULATION OF FILING FEE:

Transaction Valuation	Amount of Filing Fee
US$200,392,767.50 (1)(2)	US$18,577 (1)(2)

(1) The fee has been calculated pursuant to the instructions for Schedule 13E-4F as prescribed by Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, based on a maximum aggregate purchase price of US$200,392,767.50.

(2) Determined based on the proposed maximum aggregate purchase price in Canadian dollars of CDN$250,000,000 converted into U.S. dollars based on the average rate of exchange on March 25, 2022, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of CDN$1.25 equals U.S.$1.00.

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $18,577	Registration No.: 005-90665
Filing Party: BRP Inc.
Form: 13E-4F	Date Filed: March 31, 2022