BRP Inc 6-K, filed May 11, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2022

Commission File Number: 001-38648

BRP INC.

(Translation ofregistrant’s name into English)

726 Saint-Joseph Street

Valcourt, Quebec, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

EXHIBIT INDEX

Exhibits 99.1 and 99.2 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Exhibit<br><br><br>No.	Description
99.1	Press release of BRP Inc., dated May 11, 2022
99.2	Material change report of BRP Inc., dated May 11, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		BRP Inc.
	By:	/s/ Martin Langelier
	Name:	Martin Langelier
	Title:	Senior Vice-President, General
Date: May 11, 2022		Counsel & Public Affairs

EX-99.1

Exhibit 99.1

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A total of 2,652,202 Shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and purchase price tenders.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<br>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 Sharespurchased 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 themeaning 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 andare 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 greateruncertainty. 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 theoutlook 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:<br> <br><br><br><br>Biliana Necheva<br> <br>Media Relations<br><br><br>media@brp.com	For investor relations:<br> <br><br><br><br>Philippe Deschênes<br> <br>Investor Relations<br><br><br>Tel.: 450.532.6462<br><br><br>philippe.deschenes@brp.com

EX-99.2

Exhibit 99.2

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.

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