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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 11, 2025 

 

 

RB Global, Inc.

(Exact name of registrant as specified in its charter)

 

Canada 001-13425 98-0626225
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification Number)

 

Two Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154

(Address of principal executive offices) (Zip Code)

 

(708) 492-7000

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

¨ 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
Common shares RBA New York Stock Exchange
Common Share Purchase Rights N/A New York Stock Exchange

 

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 March 10, 2025, Ritchie Bros. Auctioneers (America) Inc. (the “Buyer”), a wholly-owned subsidiary of RB Global, Inc. (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with J.M. Wood Auction Co., Inc., an Alabama corporation (the “Target”), the sellers listed in the Purchase Agreement (collectively, the “Sellers”), and Bryant S. Wood, in his capacity as seller representative, pursuant to which the Sellers will sell and transfer to the Buyer, and the Buyer will purchase and acquire from the Sellers (the “Acquisition”), all of the outstanding membership interests (the “Membership Interests”) in the Target to the Buyer.

 

Under the terms of the Purchase Agreement, the purchase price for the Membership Interests is $235 million U.S. dollars, subject to certain adjustments, including for closing cash, working capital, indebtedness, transaction expenses and antitrust fees. The purchase price will be paid to the Sellers in cash in accordance with each Seller’s pro rata ownership of the Target, with 67% of the estimated purchase price paid at closing and the remainder of the final purchase price (subject to post-closing adjustments) paid in equal installments on the first, second and third anniversaries of closing. In addition to the purchase price, the Buyer will pay to the Sellers 100% of the cost value of inventory held for auction by the Target at the time of the closing of the Acquisition.

 

Between the signing of the Purchase Agreement and closing, the Sellers have agreed to cause the Target and its subsidiaries to conduct business in the ordinary course consistent with past practice and use reasonable best efforts to maintain and preserve their organization, business and franchise, including the preservation of rights, franchises, intellectual property rights and relationships.

 

Completion of the Acquisition is subject to customary closing conditions, including, among other conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).

 

The Purchase Agreement contains termination rights of the Sellers and Buyer, including (i) by mutual agreement, (ii) upon the existence of certain governmental actions or restraints prohibiting the consummation of the transaction, including under the HSR Act, (iii) by the Buyer, upon written notice in the event certain employment agreements have not been executed prior to the closing of the Acquisition, (iv) upon a material, uncured breach of the Purchase Agreement, and (v) upon a failure to close the Acquisition by September 10, 2026 if certain conditions are met.

 

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed by the Company as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

 

 


 

Item 7.01 Regulation FD Disclosure.

 

The purchase price for the Target was determined through arms-length negotiations between the parties, and included consideration of the gross transaction value of the Target for the 12 months ending October 31, 2024 of approximately $320 million U.S. dollars.

 

On March 11, 2025, the Company issued a press release announcing entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
99.1   News release, dated March 11, 2025 issued by RB Global, Inc.
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: March 11, 2025 RB GLOBAL, INC.
   
  By: /s/ Ryan Welsh
    Ryan Welsh
    VP Legal & Corporate Secretary

  

 

 

EX-99 2 tm258733d1_ex99-1.htm EXHIBIT 99.1

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

RB Global to Expand Presence with Acquisition of J.M. Wood Auction Co.

 

WESTCHESTER, IL, Mar. 11, 2025 – RB Global, Inc. (NYSE: RBA) (TSX: RBA) (“RB Global” or the “Company”), the trusted global partner for insights, services and transaction solutions, today announced that it has entered into a definitive agreement under which RB Global will acquire J.M. Wood Auction Co., Inc. (“J.M. Wood”). We currently expect the acquisition to be completed in the second quarter of 2025, subject to customary closing conditions, including required regulatory clearances.

 

“Our shared values and culture align naturally, particularly in our commitment to putting our partners and customers first,” said Jim Kessler, Chief Executive Officer of RB Global. “This move enhances our geographic coverage in Alabama and adjacent states, and brings along the Wood family and their talented team of sales professionals with deep local relationships on board. Together, we are building on a strong foundation to better service our customers.”

 

J.M. Wood focuses on commercial construction and transportation assets, and has deep experience with municipal customers.

 

“We are excited about this new partnership with RB Global and the Ritchie Bros. team,” said Bryant Wood, President of J.M. Wood. “Ritchie Bros. has strong roots in the equipment industry, and they run their business just like we always have: by doing what we say. Our team is one of the strongest in the industry and we believe this collaboration will be exciting to witness. On behalf of the J.M. Wood family, we are honored to be able to continue this heritage alongside the Ritchie Bros. team for many years to come.”

 

“This endeavor is strategic for both J.M. Wood and Ritchie Bros.,” said Russ Wood, Vice President of J.M. Wood. “As part of RB Global, Ritchie Bros. offers J.M. Wood a greater footprint along with an infusion of technology, services and resources for our buyers and sellers. Our J.M. Wood team brings along incredibly deep industry knowledge and a hard-working family culture that is aligned with how Ritchie Bros. was founded.”

 

 


 

Founded in 1973, J.M. Wood has leveraged its culture of innovation and entrepreneurial thinking to build a strong reputation for providing a personal and professional auction experience for each of its customers. As an extension of that legacy, J.M. Wood will continue to operate as-is and maintain its headquarters in Montgomery, AL, for the foreseeable future.

 

About RB Global

 


RB Global, Inc. (NYSE: RBA) (TSX: RBA) is a leading, omnichannel marketplace and trusted provider of value-added insights, services and transaction solutions for buyers and sellers of commercial assets and vehicles worldwide. Through its global network of auction sites and digital platform, RB Global serves customers worldwide across a variety of asset classes, including automotive, construction, commercial transportation, government surplus, lifting and material handling, energy, mining and agriculture. The company’s end-to-end marketplace solutions include Ritchie Bros., IAA, Rouse Services, SmartEquip and VeriTread. For more information about RB Global, visit www.rbglobal.com.

 

 

Forward-Looking Statements

 

Certain statements contained in this release include “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking information” within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements herein include, in particular, statements relating to the anticipated benefits of the acquisition, the anticipated impact of the acquisition on RB Global’s business and future financial and operating results, expansion and other value creation opportunities from the acquisition, future operating plans relating to the acquisition and other subjects of this release that are not historical facts. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of RB Global's common shares. Therefore, you should not place undue reliance on any such forward-looking statements and caution must be exercised in relying on forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially, including but not limited to risks and uncertainties relating to: our ability to drive shareholder value; potential growth and market opportunities; the level of participation in our auctions and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations; the impact of our initiatives, services, investments, and acquisitions on us and our customers; the acquisition or disposition of properties; potential future mergers and acquisitions; our ability to integrate acquisitions; our future capital expenditures and returns on those expenditures; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment and vehicles in the market and the anticipated price environment, as well as the resulting effect on our business and GTV; our compliance with laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry, and market conditions or policies, including inflation, the supply and demand for property, equipment, or natural resources; the behavior of commercial assets and vehicle pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; our future capital expenditures and returns on those expenditures; the effect of any currency exchange and interest rate fluctuations on our results of operations; the effect of any tariffs on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the tax treatment of any such dividends; financing available to us from our credit facilities or other sources, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; misappropriation of data or cybersecurity incidents; and, failure to comply with privacy and data protection laws. Other risks that could cause actual results to differ materially from those described in the forward-looking statements are included in “Part I, Item 1A: Risk Factors”, and the section titled "Summary of Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2024, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Quarterly Reports on Form 10-Q The forward-looking statements included in this release are made only as of the date hereof. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. RB Global does not undertake any obligation to update any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

 

RB Global Contacts

 

 
Media Inquiries: Analyst Inquiries:

Val Alitovska | RB Global, Inc.

Director, Corporate Communications

(312) 505-9900

valitovska@rbglobal.com

Sameer Rathod | RB Global, Inc.

VP, Investor Relations/Market Intelligence

(510) 381-7584

srathod@rbglobal.com