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BRP, Inc.

June 13, 2019

June 13, 2019

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Thomas Holden, Esq. and Thomas Fraser, Esq.
Ropes & Gray LLP and

Re:BRP Inc.

Request for Relief under Exchange Act Rule 13e-4(g) and General Instruction III of Schedule 13E-4F Relating to a Modified Dutch Auction Issuer Tender Offer

Dear Messrs. Holden and Fraser:

We are responding to your letter dated June 13, 2019, addressed to Ted Yu and Perry J. Hindin, as supplemented by telephone conversations with the staff, with regard to your request that the Commission determine whether the Company may proceed with its proposed tender offer in the United States pursuant to the Commission’s Multijurisdictional Disclosure System with Canada. Specifically, you request relief to permit the Offer to be conducted in reliance on Exchange Act Rule 13e-4(g) where the Company has received exemptions from applicable Canadian statutory requirements. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless otherwise noted, capitalized terms in this response letter have the same meanings as in your letter dated June 13, 2019.

On the basis of your representations and the facts presented in your letter, particularly that the Offer otherwise will be made in compliance with and subject to applicable Canadian statutory requirements, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, hereby makes the determination required under Rule 13e-4(g) so that the Company can proceed with the Offer in the United States, as described in your letter, without compliance with the provisions of Section 13(e)(1) of the Exchange Act and Rule 13e-4 and Scheduled TO thereunder.

The foregoing determination is based solely on the representations and the facts presented in your letter dated June 13, 2019 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue the transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions that this transaction may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, this transaction.


/s/ Ted Yu
Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance

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