Item 7.01 Regulation FD
As previously reported, on December 7, 2021, Ritchie Bros. Auctioneers
Incorporated ("Ritchie Bros.") 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) 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.
(the "USD issuer"), a Washington corporation and wholly-owned subsidiary of
Ritchie Bros.; and
(2) 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. (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.
In connection with pricing the Notes, on December 7, 2021, the Issuers entered
into a purchase agreement (the "Purchase Agreement") with Goldman Sachs & Co.
LLC, RBC Dominion Securities Inc. and several other initial purchasers named
therein (the "Initial Purchasers"). Pursuant to the Purchase Agreement, the
Issuers agreed to issue and sell, and the Initial Purchasers agreed to purchase
for resale the Notes. The Purchase Agreement includes customary representations,
warranties and covenants by the Issuers. Under the terms of the Purchase
Agreement, the Issuers have agreed to indemnify the Underwriters against certain
liabilities or to contribute to payments the Initial Purchasers may be required
to make in respect of any such liabilities. The offering of the Notes is
expected to close on December 21, 2021, subject to customary closing conditions.
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.
The foregoing description of the Purchase Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Purchase Agreement, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Ritchie Bros. is disclosing under Item 7.01 of this Current Report on Form 8-K
the information attached as Exhibit 99.1, which information is incorporated by
reference herein. The information set forth in this Current Report on Form 8-K,
including the Exhibit 99.1 referenced herein, are 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.
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 Purchase Agreement, dated December 7, 2021, by and among Ritchie Bros.
Holdings Inc., Ritchie Bros. Holdings Ltd., Goldman Sachs & Co. LLC, RBC
Dominion Securities Inc. and several other initial purchasers named
therein.
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)© Edgar Online, source Glimpses
RB GLOBAL, INC. 
