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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