Ritchie Bros. enters $500M PIPE with Starboard; board seat if merger approved

RB GLOBAL INC.

Starboard Value invests $485M in 5.50% Series A convertible preferred shares and $15M in common shares at $59.722/share.
Preferred shares convertible at 0.0136986 common per $1.00; dividend rate steps up to 7.50% after 4 years.
Upon RBA-IAA merger approval, board expands to 10 and Starboard's Jeffrey C. Smith appointed as director.
Starboard agrees to standstill, voting support, and transfer restrictions through one year post-issuance.
Closing conditioned on NYSE and TSX approvals; expected January 25, 2023.

item 1.01 item 3.02 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RB GLOBAL INC. entered into Purchase Agreement with Starboard Value LP and certain of its affiliated funds, and Jeffrey C. Smith valued at $485.0 million and approximately $15.0 million (effective 2023-01-22).

Action: entry
Agreement: equity purchase
Counterparty: Starboard Value LP and certain of its affiliated funds, and Jeffrey C. Smith
Value: $485.0 million and approximately $15.0 million
Effective: 2023-01-22

Exact text from the filing

On January 22, 2023, Ritchie Bros. Auctioneers Incorporated (the “ Company ” or “ RBA ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with Starboard Value LP (“ Starboard Value ”), certain of its affiliated funds (the “ Purchasers ”), and Jeffrey C. Smith

View on SEC.gov

Browse all material agreements →

RB GLOBAL INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-005848

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.