Other
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