RITCHIE BROS AUCTIONEERS INC: entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, financial statements and exposures (Form 8-K )


Article 1.01. Signing of an important definitive agreement

Credit Agreement

At September 21, 2021, Ritchie Bros. Auctioneers Incorporated (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, dated October 27, 2016 (as amended, reworded, amended and restated, supplemented or otherwise amended from time to time, the “Credit Agreement”), between the Company, as borrower, certain of its subsidiaries, each as borrower and / or guarantor, Bank of America, NA., as an administrative agent, we standby lender and issuer of letters of credit, Royal Bank of Canada, as standby lender and issuer of Canadian letters of credit, and other lenders party thereto.

The Fourth Amendment, inter alia, (i) extends the maturity date of the Multi-Currency Revolving Facilities (the “Revolving Facilities”) and the Deferred Drawing Term Loan Facility (the “Deferred Drawing Facility” and, in conjunction with the Revolving Facilities, the “Facilities”) provided for by the Credit Agreement of October 27, 2023 To September 21, 2026, (ii) increase the total size of the facilities provided under the credit agreement up to $ 1.045 billion, including $ 295 million commitments under the deferred drawing facility, part of which can be used to finance, in part, the acquisition previously announced by the Company of
Euro Auctions Limited, William Keys & Sons Holdings Limited, Equipment Sales Ltd.
and Equipment & Plant Services Ltd, (iii) reduce the applicable margin for base rate loans (or the Canadian prime rate for certain loans in Canadian dollars) and LIBOR loans (or the equivalent rate for that currency) at each pricing level, (iv) reduces the applicable percentage per annum used to calculate the commitment fee for unused commitments under revolving facilities at each pricing level and (v) includes customary provisions to provide for the eventual replacement of LIBOR as the rate of benchmark interest. As part of the previously announced modified and reformulated fourth letter of commitment, dated August 8, 2021, entered into between the Company and the Parties to the Undertaking (as amended, the “Letter of Undertaking”), simultaneously with the entry into force of the Fourth Amendment, the Company terminated the Term Commitments (as defined in the Letter of Commitment) under the Letter of Commitment and the renewable commitments (as defined in the letter of commitment) under the letter of commitment and permanently reduced senior bridging commitments unsecured (as defined in the letter of commitment) under the letter of commitment in $ 200,000,000.

Immediately prior to the Fourth Amendment, the total principal amount outstanding under the existing deferred drawing facility under the Credit Agreement was CAN $ 118,889,995.48 million. As part of the Fourth Amendment, the Company refinanced this amount with the proceeds of a loan under the deferred drawing facility at the balance sheet date. Amounts drawn under the Deferred Drawing Facility will be amortized in equal quarterly installments of 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 attached, and incorporated herein by reference.


Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant

The information set out in section 1.01 above relating to facilities is hereby incorporated by reference in this section 2.03, insofar as it relates to the creation of a direct financial obligation.

Item 8.01 Other Events

At 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 supporting documents.

 (d) Exhibits:

Exhibit No.   Description
  10.1          Fourth Amendment to Credit Agreement, dated as of September 21,
              2021, among the Company, certain of its subsidiaries, each as a
              borrower and/or a guarantor, the lenders party thereto, Bank of
              America, N.A., as administrative agent, U.S. swing line lender and
              letter of credit issuer and Royal Bank of Canada, as Canadian swing
              line lender and letter of credit issuer.

  99.1          Press Release from the Company, dated September 21, 2021, entitled
              "Ritchie Bros. amends and extends credit facilities."

104           Cover Page Interactive Data File (embedded within the Inline XBRL


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