Ritchie Bros. Auctioneers Incorporated (NYSE:RBA) Files An 8-K Other Events
Item 8.01 Other Events
On December 7, 2016, Ritchie Bros. Auctioneers Incorporated
(Ritchie Bros.) issued a press release announcing it had priced
its previously announced offering of US$500.0 million aggregate
principal amount of 5.375% senior notes due January 15, 2025 (the
Notes), 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 sold only to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act of 1933, as amended (the Securities Act), and outside the
U.S. to non-U.S. persons 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 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.
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, the terms and
conditions of the proposed IronPlanet acquisition, the expected
timetable for completing the IronPlanet transaction, Ritchie
Bros. and Iron Planets future financial and operational results,
benefits and synergies of the IronPlanet transaction, future
opportunities for the combined businesses of Ritchie Bros. and
IronPlanet, the terms and potential benefits of the previously
announced proposed transaction between Ritchie Bros. and
Caterpillar Inc. (Caterpillar) 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., IronPlanet and Caterpillar. operate;
obtaining regulatory approvals in connection with the IronPlanet
transaction; each of Ritchie Bros. and IronPlanets ability to
satisfy the merger agreement conditions and consummate the
transaction on the anticipated timetable, or at all; Ritchie
Bros.’ ability to successfully integrate IronPlanet’s
operations and employees with Ritchie Bros.’ existing business;
the ability to realize anticipated growth, synergies and cost
savings in the IronPlanet transaction; the maintenance of
important business relationships; the effects of the IronPlanet
transaction on relationships with employees, customers, other
business partners or governmental entities; transaction costs;
Ritchie Bros. ability to manage its indebtedness; risks
associated with Ritchie Bros. incurrence of additional
indebtedness; Ritchie Bros. ability to maintain compliance with
covenants under the agreements governing its indebtedness;
downgrades of Ritchie Bros. credit ratings; deterioration of or
instability of the economy, the markets Ritchie Bros. serves or
the financial markets generally; as well as the risks and
uncertainties set forth in Ritchie Bros. Annual Report on Form
10-K for the year ended December 31, 2015 and Ritchie Bros.
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016, which are available on the SEC, SEDAR, and Ritchie Bros.
website. 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, 2016. |
About Ritchie Bros. Auctioneers Incorporated (NYSE:RBA)
Ritchie Bros. Auctioneers Incorporated is a holding company. The Company is an auctioneer of industrial equipment. The Company is engaged in selling industrial equipment and other assets for the construction, agricultural, transportation, energy, mining, forestry, material handling, marine and real estate industries at its unreserved auctions and online marketplaces. The Company focuses on the sale of heavy machinery. The Company operates through two segments: Core Auction segment and EquipmentOne segment. Core Auction segment offers a network of auction locations that conduct live, unreserved auctions with both on-site and online bidding. EquipmentOne segment is an online marketplace that facilitates private equipment transactions. The Company sells equipment through unreserved auctions at approximately 40 auction sites across the world. The majority of the assets sold through the Company’s sales channels are classified as construction machinery. Ritchie Bros. Auctioneers Incorporated (NYSE:RBA) Recent Trading Information
Ritchie Bros. Auctioneers Incorporated (NYSE:RBA) closed its last trading session up +1.48 at 39.43 with 584,139 shares trading hands.