Ritchie Bros. Holdings Inc entered into a definitive agreement to acquire IAA, Inc. (NYSE:IAA) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Discerene Group LP, Ancora Holdings Group, LLC and others for $6.2 billion on November 7, 2022. Under the terms of agreement, IAA stockholders will receive $10 in cash and 0.5804 shares of Ritchie Bros. Auctioneers Incorporated common stock for each share of IAA common stock they own. Ritchie Bros. will acquire IAA in a stock and cash transaction valued at approximately $7.3 billion including the assumption of $1 billion. As of January 22, 2023, under the terms of the amended agreement, IAA shareholders will receive $12.80 per share in cash and 0.5252 common shares of Ritchie Bros. for each share of IAA common stock they own. The change in consideration mix represents a shift in the cash/stock mix to approximately 29% cash/71% stock from the previous mix of 22% cash/78% stock. Ritchie Bros. intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt. Ritchie Bros. entered into a debt commitment letter with certain financial institutions that committed to provide, subject to certain terms and conditions, a bridge loan facility in an aggregate principal amount of up to $2.8 billion and a backstop senior secured revolving credit facility in an aggregate principal amount of up to $750 million. On December 9, 2022, Ritchie Bros. subsequently closed an amendment to its existing credit agreement with a syndicate of lenders and obtained commitments for term loan A facility in an aggregate amount of up to $1.8 billion to be used to finance the proposed IAA acquisition. The amendment also allowed Ritchie Bros. to permanently terminate the backstop senior revolving credit commitments and reduce the senior secured bridge facility commitments by the amount of the term loan A facility and the amount of the existing term loans under the existing credit agreement. Upon completion of the transaction, Ritchie Bros. stockholders will own approximately 59% of the combined company and IAA stockholders will own approximately 41%. Following the transaction close, Ritchie Bros. will continue to trade under the symbol RBA on both the NYSE and TSX. The termination fee of $189 million, or 3% will be payable by IAA or Ritchie Bros, as applicable.

Ann Fandozzi will continue to serve as Chief Executive Officer of the combined company. The Ritchie Bros. Board of Directors will expand to add IAA Chief Executive Officer and President John Kett and three other current members of the IAA Board following the close of the transaction. Erik Olsson, chairman of the Ritchie Bros. Board, will serve as chairman of the Board of the combined company. Ritchie Bros. will continue to be legally incorporated in Canada and will retain its offices and employee base in Burnaby, British Columbia and IAA's Chicago, Illinois offices will serve as the official headquarters of the combined company. As of the transaction closing, approximately two thirds of the workforce will be in the United States on a combined basis.

The transaction is subject to shareholders approval of both IAA and Ritchie Bros.; expirations of waiting periods under applicable antitrust laws; registration statement on Form S-4 to be filed by RBA being declared effective; approval for listing by the NYSE and TSX of the RBA common shares to be issued pursuant to the merger agreement; and other customary closing conditions. The transaction has been unanimously approved by Boards of Directors of both IAA and Ritchie Bros. As of December 20, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired and receipt of a no action letter from the Canadian Commissioner of Competition with respect to the pending acquisition of IAA by Ritchie Bros. The parties have received all necessary regulatory clearance required pursuant to the deal. Janus Henderson Group a shareholder of Ritchie Bros Auctioneers Inc is opposing the agreement to acquire IAA Inc. On February 15, 202, Discerene Group LP, whose affiliates and investment vehicles managed beneficially own approximately 3.6% of the outstanding shares of IAA, Inc sent a letter to IAA's Board of Directors indicating its intention to vote against the proposed revised transaction. As of March 14, 2023, the stockholders of IAA and Ritchie Bros. have each approved the transaction. The transaction is expected to close in the first half of 2023. As of March 15, 2023, the transaction is expected to close on or around March 20, 2023. The transaction is expected to be accretive to Ritchie Bros.' adjusted earnings per share by low single digits in the first full year following the transaction close and mid-teens accretive after that.

Stuart M. Cable, Lisa R. Haddad, Mark S. Opper, Andrew Lacy, Sarah Jordan, Alexandra Denniston, Kristopher Ring, Jennifer Fay, Jacqueline Klosek, Gretchen Scott, Alex Apostolopoulos, James Barri, Stephen Charkoudian, Andrew Sucoff, Nathan Brodeur, Deborah Birnbach, Jacob Osborn, Liza Craig, William Harrington, Elliot Silver, Curtis McCluskey, Brian Mukherjee, Matthew Cote, Amini Gaurika, Katrina Solomatina and Jean A. Lee of Goodwin Procter LLP and David Frost of McCarthy Tétrault LLP and Leila Sayegh, Tabitha Humphries, Gregg Noel, Wentian Huang of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Ritchie Bros. Jamie Leigh, John-Paul Motley, Ian Nussbaum and Bill Roegge of Cooley LLP and Geoffrey S. Belsher and Susan Tomaine of Blake, Cassels & Graydon LLP acted as legal advisors to IAA. Latham & Watkins LLP acted as the legal advisor to IAA. Goldman Sachs & Co. LLC, Guggenheim Securities, LLC, Evercore and RBC Capital Markets acted as financial advisors to Ritchie Bros. Goldman Sachs & Co. LLC and Guggenheim Securities, LLC acted as fairness opinion provider to the Board of Ritchie Bros. Guggenheim will receive a fee of $10 million, out of which $2 million will be received on providing its opinion. Evercore will receive a fee of $2.5 million, while RBC will receive a fee of $3.5 million for the services rendered. J.P. Morgan Securities LLC acted as financial advisor to IAA and fairness opinion provider to the Board of IAA. J.P. Morgan will receive a fee of $3 million for providing its opinion. Caroline Gottschalk and Jakob Rendtorff of Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC. IAA has retained Innisfree and Kingsdale as proxy solicitors to assist in soliciting proxies. IAA estimates that it will pay the IAA proxy solicitors a fee of approximately $0.5 million, plus reimbursement for certain out-of-pocket fees and expense. RBA has engaged MacKenzie Partners and Laurel Hill as proxy solicitors to assist in the solicitation of proxies for the RBA special meeting. MacKenzie will receive an estimated fee of approximately $75,000 and Laurel Hill will receive an estimated fee of CAD 175,000 (approximately $129,229). The engagement letter between RBA and Goldman Sachs provides for a transaction fee that is estimated at approximately $25 million, $4 million of which became payable at announcement of the mergers, and the remainder of which is contingent upon consummation of the mergers.

Ritchie Bros. Holdings Inc completed the acquisition of IAA, Inc. (NYSE:IAA) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Discerene Group LP, Ancora Holdings Group, LLC and others on March 20, 2023. In conjunction with the transaction close, the Ritchie Bros. Board of Directors will consist of 12 members and include: Erik Olsson, Ann Fandozzi, Brian Bales, Bill Breslin, Adam DeWitt, Robert Elton, Lisa Hook, Tim O'Day, Sarah Raiss, Michael Sieger, Jeffrey Smith and Carol Stephenson. In connection with the closing of the transaction, Mahesh Shah and Chris Zimmerman have stepped down from the Ritchie Bros. Board, effective immediately.