RBA RB Global Inc

Item 1.01. Entry into a Material Definitive Agreement

Credit Agreement

On August 14, 2020, Ritchie Bros. Auctioneers Incorporated (the “Company”) entered into a third amendment (the “Third Amendment”) to the Credit Agreement, dated as of October 27, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, as a borrower, certain of its subsidiaries, each as a borrower and/or a guarantor, Bank of America, N.A. (“BofA”), as administrative agent, U.S. swing line lender and letter of credit issuer, Royal Bank of Canada, as Canadian swing line lender and letter of credit issuer, and the other lenders party thereto.

The Third Amendment, among other things, (i) extended the maturity date of the multicurrency revolving facilities (the “Revolving Facilities”) and delayed-draw term loan facility (the “Delayed-Draw Facility” and together with the Revolving Facilities, the “Facilities”) provided for by the Credit Agreement from October 27, 2021 to October 27, 2023, (ii) increased the applicable margin for base rate (or Canadian prime rate for certain Canadian Dollar borrowings) loans and LIBOR (or the equivalent rate for such currency) loans by 0.50% at each pricing tier level, (iii) increased the applicable percentage per annum used to calculate the commitment fee in respect of the unused commitments under the Revolving Facilities by 0.10% at each pricing tier level, (iv) increased the aggregate amount available under the Revolving Facilities from $490 million to $530 million, and (v) eliminated the option for the Facilities to become unsecured based on the Company meeting credit ratings or leverage ratio conditions.

Immediately prior to the Third Amendment, the aggregate principal amount outstanding under Delayed-Draw Facility was $141 million. In connection with the Third Amendment, the Company prepaid $41 million of such amount with the proceeds from a borrowing under the Revolving Facilities. The Delayed-Draw Facility will continue to amortize in equal quarterly installments in an annual amount of 10%, with the balance payable at maturity.

The foregoing description of the terms of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, attached as Exhibit 10.1 hereto, and incorporated herein by reference.