Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 8, 2020 (the "Closing Date"), Ritchie Bros. Auctioneers
Incorporated, a Canada corporation (the "Company") completed its previously
announced acquisition of Rouse Services LLC, a California limited liability
company ("Rouse") pursuant to the terms of a membership interest purchase
agreement (the "Membership Interest Purchase Agreement"), by and among the
Company, Ritchie Bros. Auctioneers (America) Inc., a Washington corporation and
subsidiary of the Company (the "Purchaser"), Rouse, the members of Rouse
(collectively, the "Sellers") and Scott Rouse, in his capacity as seller
representative. Pursuant to the terms of the Membership Interest Purchase
Agreement, the Sellers sold and transferred to the Purchaser, and the Purchaser
purchased and acquired from the Sellers, all of the issued and outstanding units
of Rouse (collectively, the "Membership Interests").
Under the terms of the Membership Interest Purchase Agreement, the purchase
price for the Membership Interests was $275 million dollars, subject to certain
adjustments, including for working capital, indebtedness, transaction expenses
of Rouse, and certain incentive payments due to Rouse employees, which were paid
in cash, with the exception of 20% of the consideration payable to certain
members of Rouse (the "Rollover Members"), which was paid by the issuance of
312,193 Company common shares (the "Consideration Shares") at a price of $66.89
per Consideration Share. The price of the Consideration Shares was based on a
30-day volume weighted average price for the period ending three business days
before the Closing Date.
The Consideration Shares are subject to transfer and forfeiture restrictions
that will lapse, with certain exceptions, in varying frequencies and increments,
depending on the applicable Rollover Member, with all forfeiture restrictions to
lapse by the third anniversary of the Closing Date for each Rollover Member if
the Rollover Member is still employed by the Purchaser or any of its affiliates
as of that date.
Item 7.01 Regulation FD Disclosure.
On December 8, 2020, the Company issued a press release announcing the
completion of the Acquisition. A copy of the press release is furnished as
Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press release dated December 8, 2020
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)
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