Ritchie Bros. closes $500M private placement with Starboard Value; issues $485M convertible preferred shares

RB GLOBAL INC.

Closed PIPE transaction with Starboard Value: $485M Series A Senior Preferred Shares ($1.00 each) and 251,163 common shares at $59.722 per share ($15M total).
Preferred shares carry 5.5% annual dividend (quarterly), rising to 7.5% after 4 years and to SOFR+600bps (floor 10.5%) after 9 years.
Initial conversion rate: 0.0136986 common shares per $1 of face amount; maximum conversion rate including make-whole is 0.0167442.
Company may redeem shares at 102% of face plus accrued dividends if the IAA merger is terminated, and at 100% after increased dividend demand or after 9 years.
Starboard gets customary registration rights for the purchasable shares; Preferred shares rank senior to common and junior to existing debt.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

RB GLOBAL INC.: Articles of Amendment to Articles of Amalgamation became effective, establishing rights, preferences, and privileges of Preferred Shares (effective 2023-02-01).

Change: charter amendment
Effective: 2023-02-01

Exact text from the filing

The rights, preferences and privileges of the Preferred Shares are set forth in the articles of amendment of the Company (the “ Articles of Amendment ”), amending the Company’s Articles of Amalgamation. The Articles of Amendment became effective on February 1, 2023

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

RB GLOBAL INC. entered into Registration Rights Agreement with Purchasers (effective 2023-02-01).

Action: entry
Counterparty: Purchasers
Effective: 2023-02-01

Exact text from the filing

On the Issue Date, the Company and the Purchasers entered into a registration rights agreement (the “ Registration Rights Agreement ”) pursuant to which the Company has agreed to grant the Purchasers certain customary registration rights (under U.S. securities laws) with respect to the Purchased Common Shares, the Conversion Shares and certain other securities that may be issued to the Purchasers in respect thereof (collectively, the “ Registrable Securities ”), subject to specified limitations.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

RB GLOBAL INC. entered into Purchase Agreement with Starboard Value LP, certain of its affiliated funds, and Jeffrey C. Smith valued at $485.0 million (effective 2023-01-23).

Action: entry
Agreement: equity purchase
Counterparty: Starboard Value LP, certain of its affiliated funds, and Jeffrey C. Smith
Value: $485.0 million
Effective: 2023-01-23

Exact text from the filing

the Company 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 (together with Starboard Value and the Purchasers, “ Starboard ”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the “ PIPE Transaction ”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the prospectus requirements of British Columbia securities law, (i) an aggregate of 485,000,000 senior preferred shares of the Company designated as Series A Senior Preferred Shares (the “ Preferred Shares ”), which Preferred Shares are convertible into the Company’s common shares (the “ Common Shares ”, and such Common Shares as may be issued upon conversion of the Preferred Shares, the “ Conversion Shares ”), for an aggregate purchase price of $485.0 million, or $1.00 per Preferre

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RB GLOBAL INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-009288

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