UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition
On February 21, 2023, Ritchie Bros. Auctioneers Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 8.01 Other Events
On February 17, 2023, the Company delivered a conditional notice of redemption to holders of its 5.375% Senior Notes due 2025 (the “Notes”). The notice states that, subject to the satisfaction of the conditions described below, the Company will redeem on March 20, 2023, all $500,000,000 aggregate principal amount of the outstanding Notes. The redemption is conditional and subject to the consummation (as and when determined by the Company in its sole and absolute discretion) of (1) the Company’s previously disclosed acquisition of IAA, Inc. and its subsidiaries on terms and conditions satisfactory in all respects to the Company in its sole and absolute discretion and (2) one or more debt offerings or the obtaining of other financing by the Company, the net proceeds of which, together with other funds, are sufficient, in the Company’s determination, to pay the redemption price of the Notes.
This Current Report on Form 8-K does not constitute an offer to sell, the solicitation of an offer to buy, an offer to purchase or a solicitation of an offer to sell any securities, including the Notes, nor shall it constitute an offer, solicitation, sale or purchase in any jurisdiction in which such offer, solicitation, sale or purchase is unlawful. This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the Notes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
| Description |
99.1 |
| News release, dated February 21, 2023 issued by Ritchie Bros. Auctioneers Incorporated |
104 |
| Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
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.
Dated: February 21, 2023 | Ritchie Bros. Auctioneers Incorporated | |
By: | /s/ Darren Watt | |
Darren Watt | ||
General Counsel & Corporate Secretary |