Ritchie Bros. Auctioneers Incorporated (TSE:RBA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
On May 31, 2017, Ritchie Bros. Auctioneers Incorporated (the
Company) completed its previously announced acquisition of
IronPlanet Holdings, Inc. (IronPlanet) to the terms of an
Agreement and Plan of Merger (the Merger Agreement), by and among
the Company, Topaz Mergersub, Inc. (Merger Sub), IronPlanet and
Fortis Advisors LLC (as representative of the indemnifying
securityholders thereunder). to the terms of the Merger
Agreement, Merger Sub merged with and into IronPlanet, with
IronPlanet continuing as the surviving corporation. As a result
of the merger, IronPlanet became a wholly owned subsidiary of the
Company.
Under the terms of the Merger Agreement, each share of IronPlanet
capital stock outstanding at the completion of the Merger was
converted into a right to receive a cash payment. Vested options
were converted into a right to receive a cash payment net of the
applicable option exercise price, and unvested equity interests
in IronPlanet were assumed by the Company and converted into a
right to receive Company equity, subject to the same vesting
schedule and restrictions as applied prior to the Merger.
The total merger consideration was approximately $758.5 million,
of which a portion in cash was deposited in escrow to cover
certain indemnification claims under the Merger Agreement for a
period of nine months following the completion of the merger,
subject to extension for any unresolved indemnification claims.
The foregoing description of the merger is not complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which was filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K filed with the SEC on August
31, 2016.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
In connection with the acquisition of IronPlanet, on May 31,
2017, the Company borrowed $325 million using the delayed draw
term loan facility (the Delayed Draw Facility) under the
syndicated credit agreement (the Credit Agreement) between the
Company and certain of its subsidiaries, each as a borrower or
guarantor, Bank of America, N.A., as administrative agent, U.S.
swing line lender and letter of credit issuer, Royal Bank of
Canada, as Canadian swing line lender and letter of credit
issuer, and the other lenders party thereto. The Company
previously disclosed the terms and conditions of the Credit
Agreement in its Current Report on Form 8-K filed with the SEC on
November 2, 2016. The commitment to provide the Delayed Draw
Facility terminated with its funding. The Credit Agreement was
unsecured until the closing of the acquisition of IronPlanet,
after which the facilities thereunder (including the Delayed Draw
Facility) became secured by substantially all assets, subject to
certain exceptions, of the Company and certain of its
subsidiaries in the United States and Canada, and IronPlanet and
certain of its subsidiaries were joined as guarantors under the
Credit Agreement. The facilities under the Credit Agreement may
become unsecured in the future, subject to the Company meeting
credit ratings or leverage ratio conditions.
Item 7.01Regulation FD Disclosure.
On May 31, 2017, the Company issued a press release announcing
the completion of the acquisition of IronPlanet. A copy of the
press release is attached as Exhibit 99.1 hereto and is
incorporated into this Item 7.01 by reference.
Item 9.01Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements that are required to be filed to this
item will be filed by amendment not later than 71calendar days
after the date by which this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information that is required to be filed
to this item will be filed by amendment not later than 71calendar
days after the date by which this Current Report on Form 8-K is
required to be filed.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 |
Press release from the Company, dated May 31, 2017, entitled Ritchie Bros. Completes Its Acquisition of IronPlanet, Growing Digital Presence and Offering Unprecedented Choice to Customers |
About Ritchie Bros. Auctioneers Incorporated (TSE:RBA)
Ritchie Bros. Auctioneers Inc is a Canada-based 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 the following 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 (TSE:RBA) Recent Trading Information
Ritchie Bros. Auctioneers Incorporated (TSE:RBA) closed its last trading session up +0.25 at 42.59 with 82,608 shares trading hands.