Item 1.01 Entry into a Material Definitive Agreement

On December 21, 2021, Ritchie Bros. Auctioneers Incorporated ("Ritchie Bros.") completed its previously announced offering of the following two series of senior notes issued at par:

(1) US$600 million aggregate principal amount of 4.750% Senior Notes due 2031 (the "USD Notes") to be issued by Ritchie Bros. Holdings Inc. (the "USD Issuer"), a Washington corporation and wholly-owned subsidiary of Ritchie Bros., issued under the Indenture, dated as of December 21, 2021 (the "USD Indenture"), between the USD Issuer and U.S. Bank National Association, ("US Bank"), as trustee (the "USD Trustee"); and

(2) C$425 million aggregate principal amount of 4.950% Senior Notes due 2029 (the "CAD Notes" and, together with the USD Notes, the "Notes") issued by Ritchie Bros. Holdings Ltd. (the "Canadian Issuer" and, together with the USD Issuer, the "Issuers" and each, an "Issuer"), a Canadian federal corporation and wholly-owned subsidiary of Ritchie Bros., to be issued under the Indenture, dated as of December 21, 2021 (the "Canadian Indenture" and, together with the USD Indenture, the "Indentures"), among the Canadian Issuer and US Bank, as trustee, and TSX Trust Company (the "Canadian Trustee"), as Canadian co-trustee.

Ritchie Bros. intends to use the net proceeds from the offering of the Notes, together with proceeds from its delayed-draw term facility, to fund the consideration payable in the previously announced acquisition of Euro Auctions Limited ("Euro Auctions"), William Keys & Sons Holdings Limited ("WKS Holdings"), Equipment & Plant Services Ltd ("EPSL") and Equipment Sales Ltd ("ESL" and together with Euro Auctions, WKS Holdings, and EPSL, the "Target Companies") (the "Acquisition") and related fees and expenses. The gross proceeds from the offering, together with certain additional amounts, were placed into escrow accounts pending the consummation of the Acquisition. The escrow accounts are governed by: (i) an escrow and security agreement, dated December 21, 2021 (the "USD Escrow and Security Agreement"), among the USD Issuer, the USD Trustee and US Bank, as a "securities intermediary" and escrow agent; and (ii) an escrow and security agreement, dated December 21, 2021 (the "Canadian Escrow and Security Agreement" and together with the USD Escrow and Security Agreement, collectively, the "Escrow and Security Agreements", and each, an "Escrow and Security Agreement"), among the Canadian Issuer, the Canadian Trustee and US Bank, as a "securities intermediary" and escrow agent.

The Notes have been offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the U.S. in reliance on Regulation S of the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes have not been qualified for sale to the public by prospectus under applicable Canadian securities laws and accordingly, any offer and sale of the securities in Canada has been made on a basis which is exempt from the prospectus requirements of such securities laws.

Certain terms and conditions of the USD Indenture and the USD Notes are as follows:

Maturity. The USD Notes mature on December 15, 2031.

Interest. The USD Notes accrue interest at a rate of 4.750% per year. Interest on the USD Notes is payable semi-annually on each June 15 and December 15, commencing June 15, 2022.

Issue Price. The USD Notes were issued at par.

Guarantees. The USD Notes will initially not be guaranteed by Ritchie Bros., the other Issuer, the Target Companies or any of their respective subsidiaries. Upon consummation of the Acquisition, the USD Notes will be, jointly and severally, fully and unconditionally guaranteed, on a senior unsecured basis, by Ritchie Bros., the other Issuer and each of Ritchie Bros.' other subsidiaries that is a borrower, or guarantees indebtedness, under Ritchie Bros.' credit agreement dated October 27, 2016, as amended on September 21, 2021 (the "Credit Agreement"), or certain capital markets indebtedness, including the other series of Notes. Each of the Target Companies and their respective subsidiaries that becomes a borrower or guarantor under the Credit Agreement are expected to become guarantors following the consummation of the Acquisition.





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Priority following the consummation of the Acquisition. Upon the consummation of the Acquisition, the USD Notes and the related guarantees will constitute senior unsecured obligations of the USD Issuer and the guarantors, respectively. The USD Notes and the related guarantees, respectively, will be: equal in right of payment with all of the USD Issuer's and the guarantors' senior debt (including borrowings under the Credit Agreement), without giving effect to collateral arrangements; senior in right of payment to all of the USD Issuer's and the guarantors' future subordinated debt, if any; effectively subordinated in right of payment to all of the USD Issuer's and the guarantors' debt and obligations that are secured, including borrowings under the Credit Agreement for so long as such indebtedness are secured, to the extent of the value of the assets securing such liens; and structurally subordinated in right of payment to all liabilities (including trade payables) of the USD Issuer's and guarantors' subsidiaries that do not guarantee the USD Notes.

Special Mandatory Redemption. If the Acquisition is not consummated on or before September 30, 2022 or the Acquisition agreement is terminated prior to such date, the USD Issuer will be required to redeem all of the outstanding USD Notes at a redemption price equal to 100% of the original offering price of the USD Notes, plus accrued and unpaid interest to, but excluding, the date of such mandatory redemption. In such event, the escrowed proceeds will be applied to fund a portion of such redemption price.

Optional Redemption. On or after December 15, 2026, the USD Issuer may redeem the USD Notes, in whole or in part, at any time and from time to time at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the USD Issuer may redeem up to 40% of the aggregate principal amount of the USD Notes at any time and from time to time before December 15, 2024, with an amount up to the net proceeds of certain equity offerings at a redemption price of 104.750% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The USD Issuer may also redeem the USD Notes, in whole or in part, at any time and from time to time before December 15, 2026 at a redemption price of 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a "make-whole" premium. . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above with respect to the Indentures and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.





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Item 7.01 Regulation FD

Copies of the Escrow and Security Agreements are attached as exhibits 99.1 and 99.2 and are incorporated herein by reference. Ritchie Bros. is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached as exhibits 99.1 and 99.2. The information set forth in Item 7.01 of this Current Report on Form 8-K, including the exhibits 99.1 and 99.2 referenced herein, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Ritchie Bros.' filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits.





(d)      Exhibits:
  4.1      Indenture, dated as of December 21, 2021, between Ritchie Bros. Holdings
         Inc. and US Bank National Association, as trustee, relating to Ritchie
         Bros. Holdings Inc.'s 4.750% Senior Notes due 2031 (includes form of
         note).
  4.2      Indenture, dated as of December 21, 2021, among Ritchie Bros. Holdings
         Ltd. and US Bank National Association, as trustee, and TSX Trust Company
         as Canadian co-trustee, relating to Ritchie Bros. Holdings Ltd.'s 4.950%
         Senior Notes due 2029 (includes form of note).
  99.1     Escrow and Security Agreement, dated as of December 21, 2021, among
         Ritchie Bros. Holdings Inc., US Bank National Association, as escrow
         agent, and US Bank National Association, as trustee.
  99.2     Escrow and Security Agreement, dated as of December 21, 2021, among
         Ritchie Bros. Holdings Ltd., US Bank National Association, as escrow
         agent, and US Bank National Association, as trustee.
104      Cover Page Interactive Data File, formatted in Inline Extensible Business
         Reporting Language (iXBRL)




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