SCHEDULE 13G/A: Bain Capital Entities Disclose Over 55% Voting Control in Canada Goose Holdings

Bain Capital's affiliated entities, Integral 2008 and BCPE Fund X Holdings, have collectively disclosed beneficial ownership of 30,873,742 Multiple Voting Shares, representing approximately 55.5% of Canada Goose Holdings Inc.'s total voting power as of December 31, 2024.

Summary

• Bain Capital Integral Investors 2008, L.P. (Integral 2008) beneficially owns 10,773,742 Multiple Voting Shares of Canada Goose Holdings Inc., representing approximately 19.0% of the Issuer's outstanding Subordinate Voting Shares (if converted) and 19.4% of the total voting power.
• BCPE Fund X Goose Holdings, L.P. (BCPE Fund X Holdings) beneficially owns 20,100,000 Multiple Voting Shares, representing approximately 30.5% of the Issuer's outstanding Subordinate Voting Shares (if converted) and 36.2% of the total voting power.
• Collectively, the two Bain Capital reporting persons beneficially own 30,873,742 Multiple Voting Shares, which account for approximately 55.5% of the Issuer's total voting power.
• These Multiple Voting Shares are convertible on a one-for-one basis into Subordinate Voting Shares, which would represent approximately 40.2% of the Issuer's outstanding Subordinate Voting Shares.
• The percentages are based on 45,801,680 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding, as reported by Canada Goose Holdings Inc. on February 6, 2025.
• The Reporting Persons have formed a group with DTR LLC, an entity controlled by Canada Goose's President and CEO, under an Investor Rights Agreement dated March 6, 2017, which mandates joint voting for designated directors.

Sentiment

Score: 6

Explanation: The document is a standard ownership disclosure, which is generally neutral. The continued significant ownership by Bain Capital could be seen as a positive signal of confidence, but the concentration of voting power might be viewed as a negative by some investors.

Positives

• Significant ownership by a major private equity firm like Bain Capital can signal long-term strategic interest and stability in the company's governance.
• The Investor Rights Agreement ensures a coordinated voting bloc, potentially leading to more stable board decisions and strategic direction.

Negatives

• The concentration of over 55% of total voting power in the hands of Bain Capital and its affiliated group (including the CEO's entity) could limit the influence of other shareholders on corporate governance and strategic decisions.
• The dual-class share structure (Multiple Voting Shares with 10 votes vs. Subordinate Voting Shares with 1 vote) disproportionately concentrates voting power, which can be viewed negatively by some investors seeking equal voting rights.

Risks

• Concentrated voting power: The significant voting control held by Bain Capital and its group could lead to decisions that primarily benefit the controlling shareholders rather than all shareholders.
• Limited shareholder influence: Other shareholders, particularly holders of Subordinate Voting Shares, may have limited ability to influence corporate governance or strategic direction due to the superior voting rights of the Multiple Voting Shares.

Industry Context

This filing pertains to Canada Goose Holdings Inc., a prominent company in the luxury apparel and outerwear industry. The disclosure of significant ownership by a private equity firm like Bain Capital is common in companies that have undergone private equity investment, indicating continued strategic involvement.

Corporate Governance

Related Party Transactions

• The Investor Rights Agreement dated March 6, 2017, between the Reporting Persons and DTR LLC, an entity directly controlled by the Issuer's President and Chief Executive Officer, constitutes a related party dealing as it governs voting rights and board representation.

Stakeholder Impact

• Shareholders: The significant voting power held by Bain Capital and its group (including the CEO's entity) means that other shareholders, particularly those holding Subordinate Voting Shares, will have limited influence over major corporate decisions and director elections.

Key Dates

Keywords

Canada Goose Holdings Inc., Bain Capital, SEC filing, Schedule 13G, beneficial ownership, voting power, Multiple Voting Shares, Subordinate Voting Shares, corporate governance, investor rights agreement, private equity, shareholder control