공고 • Nov 08
Ritchie Bros. Holdings Inc entered into a definitive agreement to acquire IAA, Inc. (NYSE:IAA) for $6.2 billion.
Ritchie Bros. Holdings Inc entered into a definitive agreement to acquire IAA, Inc. (NYSE:IAA) 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. Ritchie Bros. intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt. Ritchie Bros. has entered into a commitment letter with Goldman Sachs, Bank of America, BofA Securities, RBC Capital Markets and Royal Bank of Canada (collectively lenders), pursuant to which lenders have committed to provide (a) a backstop senior secured revolving credit facility in an aggregate principal amount of up to $750 million and (b) a senior secured 364-day bridge loan facility in an aggregate principal amount of up to $2.8 billion. 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. Termination fee of $189 million 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. The transaction is expected to close in the first half of 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 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 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. J.P. Morgan Securities LLC acted as financial advisor to IAA and fairness opinion provider to the Board of IAA.