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BRP Inc.

June 23, 2021

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

June 23, 2021

Via Email
Rachel Phillips, Esq.
Ropes & Gray LLP
Rachel.Phillips@ropesgray.com

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 Ms. Phillips:

We are responding to your letter dated June 22, 2021, addressed to Ted Yu and Valian Afshar.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy.  Unless otherwise noted, capitalized terms have the same meaning as in your letter.

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 exemptive relief provided is based on the representations made to the Division in your request.  Any different facts or conditions may require the Division to reach a different conclusion.  Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Ted Yu

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

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