SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 21, 2021
Ritchie Bros. Auctioneers Incorporated
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
9500 Glenlyon Parkway,
Burnaby, British Columbia,
Canada V5J 0C6
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement
On September 21, 2021, Ritchie Bros. Auctioneers Incorporated (the “Company”) entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, as a borrower, certain of its subsidiaries, each as a borrower and/or a 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 Fourth Amendment, among other things, (i) extends the maturity date of the multicurrency revolving facilities (the “Revolving Facilities”) and delayed-draw term loan facility (the “Delayed-Draw Facility” and together with the Revolving Facilities, the “Facilities”) provided for by the Credit Agreement from October 27, 2023 to September 21, 2026, (ii) increases the total size of the Facilities provided under the Credit Agreement to up to $1.045 billion, including $295 million of commitments under the Delayed-Draw Facility, a portion of which may be used to finance, in part, the Company’s previously announced acquisition of Euro Auctions Limited, William Keys & Sons Holdings Limited, Equipment Sales Ltd and Equipment & Plant Services Ltd, (iii) reduces the applicable margin for base rate (or Canadian prime rate for certain Canadian Dollar borrowings) loans and LIBOR (or the equivalent rate for such currency) loans at each pricing tier level, (iv) reduces the applicable percentage per annum used to calculate the commitment fee in respect of the unused commitments under the Revolving Facilities at each pricing tier level and (v) includes customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate. In connection with the previously announced Fourth Amended and Restated Commitment Letter, dated as of August 8, 2021, entered into among the Company and the Commitment Parties party thereto (as amended, the "Commitment Letter"), simultaneously with the effectiveness of the Fourth Amendment, the Company terminated the Term Commitments (as defined in the Commitment Letter) under the Commitment Letter and Revolving Commitments (as defined in the Commitment Letter) under the Commitment Letter and permanently reduced the Senior Unsecured Bridge Facility (as defined in the Commitment Letter) commitments under the Commitment Letter by $200,000,000.
Immediately prior to the Fourth Amendment, the aggregate principal amount outstanding under the existing delayed-draw facility under the Credit Agreement was CAD$118,889,995.48 million. In connection with the Fourth Amendment, the Company refinanced such amount with the proceeds from a borrowing under the Delayed-Draw Facility on the closing date. Drawn amounts under the Delayed-Draw Facility will amortize in equal quarterly installments in an annual amount of 5%, with the balance payable at maturity.
The foregoing description of the terms of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, attached as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above with respect to the Facilities is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Item 8.01 Other Events
On September 21, 2021, the Company issued a press release regarding the Fourth Amendment. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 21, 2021
|RITCHIE BROS. AUCTIONEERS INCORPORATED|
|By:||/s/ Darren Watt|
|General Counsel & Corporate Secretary|