Item 7.01 Regulation FD Disclosure

On December 6, 2021, Ritchie Bros. Auctioneers Incorporated ("Ritchie Bros.") issued a press release announcing its intention to commence an offering for approximately $935 million aggregate principal amount 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"), subject to market conditions:

(1) US dollar-denominated Senior Notes due 2031 (the "USD notes") to be issued by


     Ritchie Bros. Holdings Inc., a Washington corporation and wholly-owned
     subsidiary of Ritchie Bros; and



(2) Canadian dollar-denominated Senior Notes due 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 Notes will be 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 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 will be made on a basis which is exempt from the prospectus requirements of such securities laws.

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. This information, which has not been previously reported, is excerpted from a confidential offering circular that is being disseminated in connection with the offering of the Notes described above. The information set forth in this Current Report on Form 8-K under this Item 7.01, 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.




Item 8.01 Other Events




A copy of the press release announcing the commencement of the offering of the Notes described under Item 7.01 of this Current Report on Form 8--K is attached as Exhibit 99.2 and is incorporated herein by reference.





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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 proposed 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     Disclosure in connection with the distribution of the preliminary
         offering circular for the Notes.
  99.2     Press Release announcing the commencement of the offering of the Notes,
         dated December 6, 2021.
104      Cover Page Interactive Data File, formatted in Inline Extensible Business
         Reporting Language (iXBRL)




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