Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 2, 2021 (the "Closing Date"), Ritchie Bros. Auctioneers Incorporated, a Canada corporation (the "Company") completed the previously announced acquisition of SmartEquip, Inc., a Delaware corporation ("SmartEquip") pursuant to an Agreement and Plan of Merger, as amended (the "Merger Agreement") by and among the Company, Ritchie Bros. Holdings Inc., a Washington corporation and subsidiary of the Company (the "Company Sub"), Lego Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company Sub ("Merger Sub"), Bryan Rich, Alexander Schuessler, Fernando Pinera, Theresa Jones and Ron Piccolo (each, a "Key Securityholder" and collectively, the "Key Securityholders"), Bryan Rich, Alexander Schuessler and Fernando Pinera (each, a "Rollover Member" and collectively, the "Rollover Members"), Fortis Advisors LLC, in its capacity as seller representative, and SmartEquip, whereby Merger Sub merged with and into SmartEquip, with SmartEquip continuing as the surviving corporation and an indirect wholly owned subsidiary of the Company (the "Merger").

Under the terms of the Merger Agreement, all of the issued and outstanding common shares of SmartEquip (the "Common Shares") and in-the-money outstanding options (the "Options") and warrants (the "Warrants") were converted into the right to receive from Company Sub the Merger Consideration, consisting of $175,000,000 (the "Purchase Price"), subject to certain adjustments, including for working capital, indebtedness, and SmartEquip's transaction expenses. The Purchase Price was paid in cash, with the exception of a portion of the consideration payable to each of the Rollover Members who entered into employment agreements with a Company affiliate, which was paid by the issuance of 63,971 Company common shares (the "Consideration Shares"), at a price of $64.09 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 for each Rollover Member in one-third increments on each of the first three anniversary dates of the Closing Date if the Rollover Member is still employed by the Company or any of its affiliates, 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 Company or any of its affiliates as of that date.

Company Sub has obtained a representation and warranty insurance policy with respect to the Merger (the "R&W Insurance Policy"), and has deposited into escrow specified portions of the total consideration otherwise payable in the Merger, to be held in escrow for, among other purposes, indemnification claims for a period of 12 months following the Closing Date, and purchase price adjustments, if any, under the Merger Agreement.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, attached hereto as Exhibits 2.1 and 2.2 and incorporated herein by reference. The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.

Item 3.02 Unregistered Sales of Securities.

The information in Item 1.01 is incorporated by reference into this Item 3.02. The Consideration Shares were not registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) or Rule 506 under the Securities Act for transactions not involving a public offering.

Item 7.01 Regulation FD Disclosure.

On November 2, 2021, the Company issued a press release announcing the completion of the Merger. 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 Item 7.01 of 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

  2.1            Agreement and Plan of Merger dated September 24, 2021 among
               Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc.,
               Lego Merger Sub, Inc., SmartEquip, Inc., the Key Securityholders,
               the Rollover Members and Fortis Advisors LLC (incorporated by
               reference from Exhibit 2.1 to the Company's Current Report on Form
               8-K filed with the SEC on September 28, 2021)
  2.2            First Amendment to Agreement and Plan of Merger dated October 30,
               2021, by and among Ritchie Bros. Holdings Inc., SmartEquip, Inc. and
               Fortis Advisors LLC
  99.1           Press release dated November 2, 2021
104            Cover Page Interactive Data File, formatted in Inline Extensible
               Business Reporting Language (iXBRL)

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