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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