Ritchie Bros. Auctioneers Incorporated announced that it has entered into a securities purchase agreement with Starboard Value LP, certain of its affiliated funds, and Jeffrey C. Smith pursuant to a private placement of 485,000,000 Series A Senior Preferred Shares at an issue price of $1 per share for proceeds of $485,000,000 and issue an aggregate of 251,163 common shares at an issue price of $59.722 per share for proceeds of approximately $15,000,000 for aggregate gross proceeds of approximately $500,000,000 on January 22, 2023. The transaction will include participation from new investors Starboard Value and Opportunity Fund LP, Starboard Intermediate Fund, L.P., Starboard Value And Opportunity Master Fund L LP, Starboard Value And Opportunity C LP, Starboard Value and Opportunity S LLC, funds managed by Starboard Value LP.

The closing of the transaction is conditioned upon certain customary closing conditions, including the approval of The New York Stock Exchange, and conditional listing approval of the Toronto Stock Exchange, subject to customary listing conditions, and is expected to occur on or about January 25, 2023. The preferred shares are convertible into common shares with an initial conversion price of $73.00 per share. The preferred shares will carry an initial 5.5% preferred dividend, which is payable in cash or in shares at the company's option, and will also be entitled to participate on an as-converted basis in the company's regular quarterly common share dividends.

All securities to be issued under the transaction are subject to a restriction period of one year from the date of issue.