Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (“Ritchie Bros.”) and IAA, Inc. (NYSE: IAA) (“IAA”) today announced that they have amended the terms of their previously announced merger agreement, pursuant to which Ritchie Bros. will acquire IAA in a stock and cash transaction. The amended agreement, which delivers enhanced value to Ritchie Bros. shareholders and increased cash consideration to IAA shareholders, has been unanimously approved by each company’s Board of Directors.

Under the terms of the amended agreement, IAA shareholders will receive $12.801 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.

Additionally, the Ritchie Bros. Board of Directors announced that it expects to approve the issuance of a one-time special dividend to Ritchie Bros. shareholders in the amount of $1.08 per common share, which will be payable to holders of record as of a pre-closing record date to be determined with the consent of the Toronto Stock Exchange (“TSX”) and contingent on the closing of the IAA transaction.

Ann Fandozzi, CEO of Ritchie Bros., commented:

“We are pleased to have reached an amended agreement with IAA, which reflects feedback we’ve received from shareholders regarding the best structure for the transaction. We believe that the transaction with IAA will allow us to unlock significantly more value for shareholders than either company could deliver standalone through the realization of cost synergies and additional revenue opportunities. Together we expect to accelerate our marketplace vision by increasing our transaction volume, driving growth of attached services and advancing our yard strategy. We look forward to continuing to discuss the anticipated benefits of the transaction with our shareholders.”

John Kett, CEO and President of IAA, added:

“We believe that the revised transaction is in the best interests of IAA and our shareholders. The amended agreement will provide our shareholders with increased cash consideration upon close of the transaction, while retaining a significant interest in the upside potential of the combined company. Our view is unaltered that combining Ritchie Bros. and IAA’s marketplace capabilities will create a unique value proposition with significantly increased earnings power and shareholder value creation. In addition, we appreciate the collaborative and constructive dialogue with Ancora and their public support for the transaction.”

Fred DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives, concluded:

“Ancora is pleased to support this revised transaction, which positions IAA shareholders to benefit from a material improvement in cash consideration while retaining strong participation in the combined company’s increased earnings power. After expressing concerns regarding the initial transaction terms, we had a series of productive, private discussions with each company’s leadership team to provide feedback. We appreciate that both companies were open and responsive to our input, and we look forward to supporting Ann and her team as they integrate these two exceptional businesses.”

Pursuant to a mutual cooperation agreement reached between IAA and Ancora, Tim O’Day, a seasoned industry executive and operator and the current President and Chief Executive Officer of Boyd Group Services Inc., is expected to be appointed to the Ritchie Bros. Board of Directors upon the closing of the transaction. He will be one of the four IAA board designees, subject to satisfactory completion of customary vetting and onboarding matters. Under the terms, Ancora has agreed to vote its shares, representing approximately 4% of IAA’s voting power, in favor of the transaction.

Significant Value Creation Opportunities

In conjunction with the amended agreement, Ritchie Bros. has released an investor presentation highlighting the compelling benefits, synergies and long-term value creation opportunities expected from the pending transaction. The presentation has been filed by Ritchie Bros. with the Securities and Exchange Commission (the “SEC”) and on SEDAR. The presentation can be found on the investor relations section of Ritchie Bros.’ website.

The presentation lays out key areas the combined company expects to focus on to unlock value, including:

  • Capitalizing on significant earnings potential: Ritchie Bros. expects approximately $350 million to $900 million in total adjusted EBITDA growth opportunities2 following the close of the transaction. In addition to the previously announced $100 million to $120+ million in annual run rate cost synergies, key revenue growth opportunities expected from the transaction include driving IAA domestic and international revenue, growing incremental Ritchie Bros. satellite yard-driven GTV3, increased attachment of services, including from financing solutions and selling parts, and expanding in whole car sales and incremental salvage market verticals.

  • Leveraging the combined yard footprint to accelerate growth: The combined company’s expertise in yard management, zoning and regulatory requirements will allow it to leverage IAA’s locations with approximately 10,000 acres of capacity to advance Ritchie Bros.’ satellite yard strategy. With Ritchie Bros.’ substantial existing footprint in Florida and Texas, the combined company will be positioned to enhance service to insurance carriers during catastrophic events. In addition, Ritchie Bros. expects to leverage its international footprint to expand IAA’s business into new markets.

  • Continuing to strengthen the Ritchie Bros. core business as it integrates IAA: The Ritchie Bros. management team has developed plans to build on the significant growth and marketplace development they have achieved over the last three years. This includes initiatives intended to further expand and support the Ritchie Bros. sales team and leverage IAA’s yard footprint to progress toward future high single-digit / low teens GTV growth targets; advancing its omnichannel platform to increase buyer and seller activity; and accelerating growth of attached services to drive service revenue growth outpacing GTV growth.
Ritchie Bros. Strategic Investment

In a separate release issued this morning, Ritchie Bros. announced that it has entered into a securities purchase agreement with Starboard Value LP (together with its affiliates, “Starboard”) pursuant to which Starboard will make a concurrent $485 million convertible preferred equity and $15 million common share investment in Ritchie Bros., subject to customary closing conditions including the acceptance of the TSX. As stated in that release, Starboard is fully supportive of the acquisition of IAA by Ritchie Bros., however, Starboard’s investment will not vote at the Special Meeting of Shareholders to be held by Ritchie Bros. with respect to the IAA transaction.

The transaction terms are attractive to both Ritchie Bros. and IAA shareholders, with Starboard bringing additional expertise and value add to the combined company while facilitating further capital allocation flexibility.

Ritchie Bros. and IAA Financial Update

Ritchie Bros. and IAA will each announce fourth quarter financial results in mid to late February. In connection with the upcoming transaction financing, Ritchie Bros. and IAA expect to release preliminary unaudited full year results for GTV, revenue, net income and adjusted EBITDA in advance of their respective full year earnings releases that are in-line or above current FactSet mean consensus analyst estimates.

Path to Close

The companies continue to expect to close the transaction in the first half of 2023 subject to approval by Ritchie Bros. shareholders of the issuance of Ritchie Bros. common shares in connection with the transaction and approval of IAA shareholders of the transaction, as well as other customary closing conditions.

Following the close of the IAA transaction, on an as converted basis Ritchie Bros. shareholders will own approximately 59.1% of the combined company, IAA shareholders will own approximately 37.2% and Starboard will own approximately 3.7%.

Starboard’s investment and Ritchie Bros.’ contemplated special dividend are expected to be approximately neutral to the Company’s net leverage ratio. Ritchie Bros. continues to expect to have a leverage ratio of approximately 3x net debt to adjusted EBITDA4 upon the close of the IAA transaction and approximately 2x within 24 months thereafter.

The Board of Directors of Ritchie Bros. and IAA both unanimously recommend that their respective shareholder vote in favor of the transaction at the respective special meetings to be held on March 14, 2023. Shareholders of record as of the close of business on January 25, 2023 will be entitled to vote at the applicable special meetings.

Advisors

Goldman Sachs & Co. LLC is serving as lead financial advisor and Guggenheim Securities, LLC is serving as co-lead financial advisor to Ritchie Bros. Evercore and RBC Capital Markets are also serving as financial advisors to Ritchie Bros. J.P. Morgan Securities LLC is serving as the exclusive financial advisor to IAA.

Goodwin Procter LLP, McCarthy Tétrault LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to Ritchie Bros. and Cooley LLP, Blake, Cassels & Graydon LLP and Latham & Watkins LLP are serving as legal advisors to IAA. Olshan Frome Wolosky LLP is serving as Ancora’s legal counsel.

Laurel Hill Advisory Group and MacKenzie Partners Inc. are serving as proxy solicitation agents for Ritchie Bros. and Innisfree M&A Incorporated and Kingsdale Advisors are serving as proxy solicitation agents for IAA.