Item 8.01 Other Events
On December 7, 2021, Ritchie Bros. Auctioneers Incorporated ("Ritchie Bros.")
issued a press release announcing it had priced its previously announced
offering of the following two series of senior notes in connection with a
portion of the financing for the previously announced proposed 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"), each being a private limited company incorporated in Northern
Ireland (the "Acquisition"), with each series of notes to be issued at par:
(1) an aggregate of US$600 million aggregate principal amount of 4.750%
Senior Notes due December 15, 2031 (the "USD notes") to be issued by Ritchie
Bros. Holdings Inc., a Washington corporation and wholly-owned subsidiary of
Ritchie Bros.; and
(2) an aggregate of C$425 million aggregate principal amount of 4.950% Senior
Notes due December 15, 2029 (the "Canadian notes" and, together with the USD
notes, the "Notes") to be issued by Ritchie Bros. Holdings Ltd., a Canadian
federal corporation and wholly-owned subsidiary of Ritchie Bros.
The offering of the Notes is expected to close on December 21, 2021, subject to
customary closing conditions. A copy of the press release announcing the pricing
of the Notes is attached as Exhibit 99.1 and is incorporated herein by
reference.
The Notes have been offered and will be 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 and will not be 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 and will be made on a basis
which is exempt from the prospectus requirements of such securities laws.
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Forward-looking statements
This Current Report on Form 8-K contains forward-looking statements and
forward-looking information within the meaning of applicable U.S. and Canadian
securities legislation (collectively, "forward-looking statements"), including,
in particular, statements regarding Ritchie Bros.' ability to consummate the
Notes offering and, if consummated, Ritchie Bros.' ability to satisfy the
conditions in the Acquisition agreement and financing commitment and consummate
the transactions on the anticipated timeline, or at all, the U.S. dollar cost of
the purchase price which the agreement states in British pounds, the benefits
and synergies of the Acquisition, future opportunities for the combined
businesses of Ritchie Bros. and the Target Companies, future financial and
operational results, personnel matters and any other statements regarding events
or developments that Ritchie Bros. believes or anticipates will or may occur in
the future. Forward-looking statements are statements that are not historical
facts and are generally, although not always, identified by words such as
"expect", "plan, "anticipate", "project", "target", "potential", "schedule",
"forecast", "budget", "estimate", "intend" or "believe" and similar expressions
or their negative connotations, or statements that events or conditions "will",
"would", "may", "could", "should" or "might" occur. All such forward-looking
statements are based on the opinions and estimates of management as of the date
such statements are made. Forward-looking statements necessarily involve
assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.'
control, including risks and uncertainties related to: general economic
conditions and conditions affecting the industries in which Ritchie Bros. and
the Target Companies operate; obtaining regulatory approvals in connection with
the Acquisition; each of Ritchie Bros.' and the Target Companies' ability to
satisfy the conditions in the Acquisition agreement and financing commitment and
consummate the transactions on the anticipated timetable, or at all; Ritchie
Bros.' ability to successfully integrate the Target Companies' operations and
employees with Ritchie Bros.' existing business; the ability to realize
anticipated growth, synergies and cost savings in the Acquisition; the
maintenance of important business relationships; the effects of the Acquisition
on relationships with employees, customers, other business partners or
governmental entities; transaction costs; deterioration of or instability in the
economy, the markets Ritchie Bros. serves or the financial markets generally;
currency fluctuations; as well as the risks and uncertainties set forth in
Ritchie Bros.' Annual Report on Form 10-K for the year ended December 31, 2020,
and Ritchie Bros.' Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, each of which are available on the SEC, SEDAR, and Ritchie Bros.'
websites. The foregoing list is not exhaustive of the factors that may affect
Ritchie Bros.' forward-looking statements. There can be no assurance that
forward-looking statements will prove to be accurate, and actual results may
differ materially from those expressed in, or implied by, these forward-looking
statements. Forward-looking statements are made as of the date of this news
release and Ritchie Bros. does not undertake any obligation to update the
information contained herein unless required by applicable securities
legislation. For the reasons set forth above, you should not place undue
reliance on forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release announcing the commencement of the Notes
Offering, dated December 7, 2021.
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)
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