Ritchie Bros. intends to offer $500 million aggregate principal amount of senior notes to use in combination with proceeds from its delayed-draw term loan and cash on hand or available under its revolving facilities, to fund the consideration payable in the previously announced acquisition of IronPlanet.

The gross proceeds from the offering, together with additional amounts from cash on hand or borrowings from the existing credit facilities to prefund accrued interest will be held in an escrow account pending the consummation of the IronPlanet acquisition.

The notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933 and outside the U.S. to non-U.S. persons in reliance on Regulation S of the Securities Act. The notes have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the U.S. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.