Amended Issuer Tender Offer Statement Filed Pursuant to Rule 13(e)(4) by Foreign Issuers (sc13e4f/a)
July 23 2019 - 8:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-4F
(Amendment No. 2)
(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 Issuers 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:
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Warren Katz
Aniko Pelland
Stikeman
Elliott LLP
1155
René-Lévesque
Blvd. West
Montreal, Quebec
Canada,
H3B 3V2
(514)
397-3000
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Thomas Holden
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111
(415)
315-6300
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June 13, 2019
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE:
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Transaction Valuation
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Amount of Filing Fee
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US$226,124,971.73
(1)(2)
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US$27,406.35
(1)(2)(3)
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(1)
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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$226,124,971.73.
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(2)
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Determined based on the proposed maximum aggregate purchase price in Canadian dollars of CDN$300,000,000.00
converted into U.S. dollars based on the average rate of exchange on June 10, 2019, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of CDN$1.3267 equals U.S.$1.00.
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☒
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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.
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Amount Previously Paid: $27,406.35
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Registration No.:
005-90665
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Filing Party: BRP Inc.
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Form:
13E-4F
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Date Filed: June 13, 2019
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EXPLANATORY NOTE
This Amendment No. 2 (this
Amendment No.
2
) amends and supplements the Schedule
13E-4F
(as amended, the
Schedule
13E-4F
) filed with the Securities Exchange Commission on June 13, 2019 by BRP Inc. (the
Company
), a company organized under the laws of Canada, in connection with the Companys substantial issuer bid/tender offer (the
SIB
) pursuant to which the Company offered to purchase from shareholders for
cancellation up to CDN$300 million of its outstanding subordinate voting shares (
Subordinate Voting Share
s) 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$300 million, on and subject to the terms and conditions set forth in the Offer to Purchase and Circular dated June 13, 2019 and the accompanying
Letter of Transmittal.
The Schedule
13E-4F
is hereby amended and supplemented by adding the following:
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The Company has taken up and purchased for cancellation 6,342,494 Subordinate Voting Shares at a purchase price
of CDN$47.30 per share, for a total cost of approximately CDN$300 million. The Subordinate Voting Shares purchased represented 6.6% 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, 39,289,683 Subordinate Voting Shares will be issued and outstanding. The Companys principal shareholders, Beaudier Inc., 4338618 Canada Inc. (together,
Beaudier Group
) and Bain Capital Luxembourg Investments S.à r.l. (
Bain Capital
), made proportionate tenders, which maintained proportionate equity ownership in the Company of Beaudier Group at
approximately 29.0%, and of Bain Capital at approximately 22.1%, upon completion of the SIB.
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Reference is hereby made to the press release issued by the Company on July 23, 2019, a copy of which is
attached hereto as Exhibit 99.11, and the material change report issued by the Company on July 23, 2019, a copy of which is attached hereto as Exhibit 99.12.
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PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The Issuer has filed the following as Exhibits to this Schedule:
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Exhibit
Number
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Description
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99.11
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Press release of BRP Inc., dated July 23, 2019
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99.12
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Material change report dated July 23, 2019
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SIGNATURES
By signing this Schedule, the person filing the Schedule 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 registrants 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:
July 23, 2019
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BRP INC.
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By:
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/s/ Paule Morisset
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Name: Paule Morisset
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Title: Assistant Secretary
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