M&A - RB GLOBAL INC.

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Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925053009

Filing Summary: On May 27, 2025, RB Global, Inc. announced the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the 'HSR Act') related to its acquisition of J.M. Wood Auction Co., Inc. On March 10, 2025, Ritchie Bros. Auctioneers (America) Inc., a wholly-owned subsidiary of RB Global, entered into an Equity Purchase Agreement to acquire all outstanding membership interests in J.M. Wood Auction Co., Inc. from the specified sellers. The early termination granted by the U.S. Federal Trade Commission satisfies a condition to the closing of the Acquisition, which remains subject to additional customary closing conditions outlined in the Purchase Agreement.

Additional details:

Item Description: Early termination of waiting period under HSR Act

Date Notified: 2025-05-22


Item Description: Equity Purchase Agreement with J.M. Wood Auction Co., Inc.

Date Agreement: 2025-03-10


Item Description: Buyer of the acquisition

Buyer Name: Ritchie Bros. Auctioneers (America) Inc.


Item Description: Target of the acquisition

Target Name: J.M. Wood Auction Co., Inc.


Form Type: 10-Q

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025023159

Filing Summary: RB Global, Inc. reported its quarterly financial results for the period ended March 31, 2025. The company's total revenue for the quarter was $1.108 billion, a slight increase from $1.065 billion in the same quarter of the previous year. Key financial highlights include a net income of $113.3 million compared to $107.4 million in Q1 2024, contributing to a diluted earnings per share of $0.55. The company highlighted the acquisition of J.M. Wood Auction Co., Inc. for approximately $235 million, scheduled to be paid in cash, with 67% initially at closing and the remainder divided over three years. The document provides detailed financial statements, including income, comprehensive income, balance sheets, and cash flows, demonstrating a solid financial position and growth for RB Global. Additionally, the company noted an ongoing effort to comply with new accounting standards and disclosures.

Additional details:

Service Revenue: 852.5


Inventory Sales Revenue: 256.1


Total Revenue: 1108.6


Operating Income: 189.5


Net Income: 113.3


Basic Earnings Per Share: 0.56


Diluted Earnings Per Share: 0.55


Common Shares Outstanding: 185,191,774


Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925022405

Filing Summary: On March 10, 2025, RB Global, Inc. announced that its wholly-owned subsidiary, Ritchie Bros. Auctioneers (America) Inc., entered into an Equity Purchase Agreement to acquire all outstanding membership interests in J.M. Wood Auction Co., Inc. for $235 million, with terms for payment structured to include a significant upfront payment and subsequent installments. Additionally, the agreement stipulates that the Sellers will continue to operate the Target in the ordinary course prior to closing, and the completion of the acquisition remains contingent upon customary closing conditions, including antitrust approvals. The acquisition is part of RB Global's strategic growth initiatives and the transaction details are further outlined in the Purchase Agreement, which will be filed as an exhibit in their Quarterly Report.

Additional details:

Entry Into Material Definitive Agreement: 2025-03-10


Purchase Price: 235 million


Closing Conditions: customary


Press Release Date: 2025-03-11


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