Ritchie Bros. Auctioneers Incorporated (NYSE:RBA) Files An 8-K Regulation FD Disclosure


Ritchie Bros. Auctioneers Incorporated (NYSE:RBA) Files An 8-K Regulation FD Disclosure

Item 7.01 Regulation FD

As previously reported, on December 7, 2016, Ritchie Bros.
Auctioneers Incorporated (Ritchie Bros.) priced its previously
announced offering of US$500.0 million aggregate principal amount
of 5.375% senior notes due January 15, 2025 (the Notes) at par.
In connection with pricing the Notes, on December 7, 2016,
Ritchie Bros. and certain of its subsidiaries that will guarantee
the Notes (the Initial Subsidiary Guarantors) entered into a
purchase agreement (the Purchase Agreement) with Goldman, Sachs
Co., as representative of the several initial purchasers named
therein (the Initial Purchasers). to the Purchase Agreement,
Ritchie Bros. 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 Ritchie Bros. and the Initial Subsidiary Guarantors.
Under the terms of the Purchase Agreement, the Company and the
Initial Subsidiary Guarantors 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 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. The delivery of the Notes is expected to be made
to investors through The Depository Trust Company and its
participants on or about December 21, 2016.

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

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
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, 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

Item 9.01 Financial Statements and

(d) Exhibits:
99.1 Purchase Agreement, dated December 7, 2016, by and among
Ritchie Bros. Auctioneers Incorporated, the guarantors party
thereto and Goldman, Sachs Co., as representative of the
several initial purchasersnamed therein.

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 down -0.08 at 39.29 with 669,058 shares trading hands.