Sec Form 13G Filing - Bain Capital Integral Investors II L.P. filing for BRP Inc. (DOOO) - 2022-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 3)

BRP Inc.

(Name of Issuer)

Subordinate Voting Shares

(Title of Class of Securities)

05577W200

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a). Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is BRP Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices

The principal executive offices of the Issuer are located at 726 Saint-Joseph Street, Valcourt, Quebec, Canada.

Item 2(a). Name of Person Filing

This Schedule 13G is being filed by Bain Capital Integral Investors II, L.P., a Cayman Islands exempted limited partnership (the “Reporting Person”).

Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is the general partner of the Reporting Person. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person. Voting and investment decisions with respect to securities held by the Reporting Person are made by the managing directors of BCI.

Item 2(b). Address of Principal Business Office or, if None, Residence

The principal business address for each of the Reporting Person and BCI is 200 Clarendon Street, Boston, Massachusetts 02116.

Item 2(c). Citizenship

The Reporting Person is organized under the laws of the Cayman Islands. BCI is organized under the laws of the State of Delaware.

Item 2(d). Title of Class of Securities

The class of equity securities of the Issuer to which this Schedule 13G relates is Subordinate Voting Shares.

Item 2(e). CUSIP Number

The CUSIP number of the Subordinate Voting Shares is 05577W200.

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4. Ownership

(a) Amount beneficially owned:

As of the close of business on December 31, 2021, the Reporting Person held 15,796,615 Multiple Voting Shares of the Issuer. The Reporting Person received all 15,796,615 Multiple Voting Shares upon the liquidation of its wholly-owned subsidiary, Bain Capital Luxembourg Investments S.a r.l.

The rights of the holders of the Issuer’s Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except with respect to voting, conversion and subscription rights. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have six votes per share. The Subordinate Voting Shares are not convertible into any other class of shares, while the Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at the option of the holder and under certain other circumstances. In the event of any distribution or issuance of voting shares of the Issuer (other than Multiple Voting Shares, Subordinate Voting Shares issued upon conversion of Multiple Voting Shares or voting shares issued upon the exercise of a right attached to a previously issued security), the holders of Multiple Voting Shares are entitled to subscribe for additional Multiple Voting Shares in order to maintain their proportion of total voting rights associated with the then outstanding Multiple Voting Shares. The holders of Subordinate Voting Shares benefit from protection provisions that give them certain rights in the event of a take-over bid for the Multiple Voting Shares.

Accordingly, the 15,796,615 Multiple Voting Shares held by the Reporting Person are convertible, at the option of the Reporting Person, into 15,796,615 Subordinate Voting Shares, or approximately 28.8% of the Issuer’s outstanding Subordinate Voting Shares.

The 15,796,615 Multiple Voting Shares held by the Reporting Person represent approximately 31.9% of the Company’s total voting power.

The percentage of the Issuer’s outstanding Subordinate Voting Shares and total voting power held by the Reporting Person are based on 39,049,636 Subordinate Voting Shares and 42,954,979 Multiple Voting Shares outstanding, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on December 1, 2021.

The Reporting Person is party to a Nomination Rights Agreement, dated as of May 29, 2013, with Beaudier Inc. and 4338618 Canada Inc. (collectively, “Beaudier Group”) and Caisse de dépôt et placement du Québec (“CDPQ”). The Nomination Rights Agreement requires that the Reporting Person, the Beaudier Group and CDPQ cast all votes to which they are entitled to fix the size of the Company’s board of directors at 13 members and to elect members of the board of directors in accordance with the provisions thereof. As a result, the Reporting Person, the Beaudier Group and CDPQ may be deemed to be a group for purposes of Section 13(d) of the Act. The Reporting Person disclaims beneficial ownership of the securities held by the Beaudier Group and CDPQ.

(b) Percent of class:

See Item 4(a) hereof.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or direct the vote:

15,796,615

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

15,796,615

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.