Amended Issuer Tender Offer Statement Filed Pursuant to Rule 13(e)(4) by Foreign Issuers (sc13e4f/a)
June 23 2021 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4F
(Amendment No. 1)
(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:
|
|
|
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
|
June 18, 2021
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE:
|
|
|
Transaction Valuation
|
|
Amount of Filing Fee
|
US$289,256,198.35 (1)(2)
|
|
US$31,557.85 (1)(2)(3)
|
(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$289,256,198.35.
|
(2)
|
Determined based on the proposed maximum aggregate purchase price in Canadian dollars of CDN$350,000,000.00
converted into U.S. dollars based on the average rate of exchange on June 14, 2021, as reported by the Bank of Canada, for the conversion of Canadian dollars into U.S. dollars of CDN$1.21 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: $31,557.85
|
|
Registration No.: 005-90665
|
Filing Party: BRP Inc.
|
|
|
Form: 13E-4F
|
|
Date Filed: June 21, 2021
|
EXPLANATORY NOTE
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule
13E-4F (the Schedule 13E-4F) filed with the Securities Exchange Commission (SEC) on June 21, 2021 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$350 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$350 million, on and subject to the terms and conditions set forth in the Offer to Purchase and Circular dated June 18, 2021 and the accompanying
Letter of Transmittal.
The Schedule 13E-4F is hereby amended and supplemented by adding the following:
|
|
|
On June 22, 2021, the Autorité des marchés financiers granted BRP Inc. exemptive relief from
the proportionate take up and related disclosure requirements, as well as the extension take up requirement, in connection with the Offer. On June 23, 2021 the SEC granted BRP Inc. exemptive relief to permit the Offer to proceed under the
Canada/U.S. Multijurisdictional Disclosure System and Rule 13e-4(g) under the Securities Exchange Act of 1934 (the Exchange Act) without complying with the provisions of
Section 13(e)(1) of the Exchange Act and Rule 13e-4 thereunder.
|
|
|
|
Reference is hereby made to the exemptive relief decision of the Autorité des marchés financiers
dated June 21, 2021, a copy of which is attached hereto as Exhibit 99.10.
|
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The Issuer has filed the following as Exhibits to this Amendment No. 1:
SIGNATURES
By signing this Amendment No. 1, the person filing the Amendment No. 1 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: June 23, 2021
|
|
|
BRP INC.
|
|
|
By:
|
|
/s/ Martin Langelier
|
|
|
Name: Martin Langelier
|
|
|
Title: Senior Vice-President, General Counsel &
Public Affairs
|
BRP (NASDAQ:DOOO)
Historical Stock Chart
From Jul 2024 to Aug 2024
BRP (NASDAQ:DOOO)
Historical Stock Chart
From Aug 2023 to Aug 2024