425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 28, 2023

Ritchie Bros. Auctioneers Incorporated

(Exact name of registrant as specified in its charter)

Canada	001-13425	98-0626225
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

(778) 331-5500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c));

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On February 28, 2023, Ritchie Bros. Auctioneers Incorporated (“Ritchie Bros.,” “we,” “us” or “our”) issued a press release announcing that Ritchie Bros. Holdings Inc., a Washington corporation and wholly-owned subsidiary of Ritchie Bros. (the “Issuer”), intends to commence an offering for approximately (a) $550 million aggregate principal amount of senior secured notes due 2028 and (b) $800 million aggregate principal amount of senior notes due 2031 (collectively, the “Notes”), subject to market conditions, in connection with a portion of the financing for the previously announced proposed merger of Ritchie Bros. with IAA, Inc. (“IAA”), a Delaware corporation (the “Merger”).

The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the U.S. 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 United States 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.

Ritchie Bros. is disclosing under Item 8.01 of this Current Report on Form 8-K the information attached as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is excerpted from a confidential offering circular that is being disseminated in connection with the offering of the Notes described above.

A copy of the press release announcing the commencement of the offering of the Notes is attached as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains information relating to a proposed business combination transaction between Ritchie Bros. and IAA. This Current Report on Form 8-K contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding the Issuer’s ability to consummate the proposed Notes offering, Ritchie Bros.’ ability to satisfy the conditions in the merger agreement and consummate the transactions on the anticipated timeline, or at all, the benefits and synergies of the Merger, future opportunities for the combined businesses of Ritchie Bros. and IAA, future financial and operational results, personnel matters and any other statements regarding events or developments that Ritchie Bros. believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.’ control, including risks and uncertainties related to: our ability to consummate this offering and the Merger and to satisfy the conditions to releasing the proceeds of this offering from escrow; our future strategy, objectives, targets, projections performance; our ability to drive shareholder value; potential growth and market opportunities; potential future mergers and acquisitions, including the proposed acquisition of IAA; our expected indebtedness in connection with the proposed acquisition of IAA; our ability to integrate potential acquisitions, including the Merger; our internet initiatives and the level of participation in our auctions by internet bidders, and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth and scale our operations; the impact of our new initiatives, services, investments and acquisitions on us and our customers; the severity, magnitude and duration of the COVID-19 pandemic and the direct and indirect impact of such pandemic, as well as responses to the pandemic by the government, business and consumers, on our operations and personnel, commercial activity and demand across our business and our customers’ businesses; the acquisition or disposition of properties; our future capital expenditures and returns on those expenditures; financing available to us from our credit facilities or other sources, our ability to refinance borrowings and the sufficiency of our working capital to meet our financial needs; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment in the market and the anticipated price environment for late model equipment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”); fluctuations in our quarterly revenues and operating performance resulting from the seasonality of our business; our compliance with all laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry and market conditions or policies, including rising interest rates, inflation and the supply and demand for property, equipment or natural resources; the geopolitical situation in Eastern Europe in light of Russia’s invasion of Ukraine; the behavior of equipment pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; the effect of any currency exchange and interest rate fluctuations on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the special dividend to be paid to our shareholders in connection with the Mergers, and the tax treatment of any such dividends; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; our failure to realize the anticipated benefits of the Merger in the expected time frame or at all; our expectations with respect to the integration and results of operations of IAA and the impact of the Merger and this offering; as well as the risks and uncertainties set forth in Ritchie Bros.’ Annual Report on Form 10-K for the year ended December 31, 2022, which is available on the SEC, SEDAR, and Ritchie Bros.’ websites. The foregoing list is not exhaustive of the factors that may affect Ritchie Bros.’ forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and Ritchie Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.

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No Offer or Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Additional Information and Where to Find It

In connection with the proposed IAA transaction, Ritchie Bros. filed with the SEC and applicable Canadian securities regulatory authorities a registration statement on Form S-4 to register the common shares of Ritchie Bros. to be issued in connection with the proposed IAA transaction on December 14, 2022 (the “Initial Registration Statement”), as amended by Amendment No. 1 to the Initial Registration Statement filed with the SEC and applicable Canadian security regulatory authorities on February 1, 2023 and Amendment No. 2 to the Initial Registration Statement filed with the SEC and applicable Canadian security regulatory authorities on February 9, 2023 (together with the Initial Registration Statement, the “Registration Statement”). The Registration Statement was declared effective by the SEC on February 10, 2023. The Registration Statement includes a joint proxy statement/prospectus which will be sent to the shareholders of Ritchie Bros. and stockholders of IAA seeking their approval of their respective transaction-related proposals. Each of Ritchie Bros. and IAA may also file other relevant documents with the SEC and/or applicable Canadian securities regulatory authorities regarding the proposed IAA transaction. This document is not a substitute for the proxy statement/prospectus or Registration Statement or any other document that Ritchie Bros. or IAA may file with the SEC and/or applicable Canadian securities regulatory authorities. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC and applicable Canadian securities regulatory authorities IN CONNECTION WITH THE PROPOSED IAA TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RITCHIE BROS., IAA AND THE PROPOSED IAA TRANSACTION.

Investors and security holders may obtain copies of these documents (when they are available) free of charge through the website maintained by the SEC at www.sec.gov, SEDAR at www.sedar.com or from Ritchie Bros. at its website, investor.ritchiebros.com, or from IAA at its website, investors.iaai.com. Documents filed with the SEC and applicable Canadian securities regulatory authorities by Ritchie Bros. (when they are available) will be available free of charge by accessing Ritchie Bros.’ website at investor.ritchiebros.com under the heading Financials/SEC Filings, or, alternatively, by directing a request by telephone or mail to Ritchie Bros. at 9500 Glenlyon Parkway, Burnaby, BC, V5J 0C6, Canada, and documents filed with the SEC by IAA (when they are available) will be available free of charge by accessing IAA’s website at investors.iaai.com or by contacting IAA’s Investor Relations at investors@iaai.com.

Participants in the Solicitation

Ritchie Bros. and IAA, certain of their respective directors and executive officers and other members of management and employees, and Jeffrey C. Smith and potentially other employees of Starboard Value LP and certain of its affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of Ritchie Bros. and IAA in respect of the proposed IAA transaction under the rules of the SEC. Information about Ritchie Bros.’ directors and executive officers is available in Ritchie Bros.’ definitive proxy statement on Schedule 14A for its 2022 Annual Meeting of Shareholders, which was filed with the SEC and applicable Canadian securities regulatory authorities on March 15, 2022, and certain of its Current Reports on Form 8-K. Information about IAA’s directors and executive officers is available in IAA’s definitive proxy statement on Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2022, and certain of its Current Reports on Form 8-K. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, including information with respect to Mr. Smith, are contained or will be contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC and applicable Canadian securities regulatory authorities regarding the proposed IAA transaction when they become available. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Ritchie Bros. or IAA free of charge using the sources indicated above.

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Item 9.01 Financial Statements and Exhibits.

(b)            Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements of Ritchie Bros. as of and for the year ended December 31, 2022, giving effect to the Merger and the other related events contemplated by the merger agreement, are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(b) by reference.

(d)            Exhibits:

Exhibit No.	Description
99.1	Disclosure in connection with the distribution of the preliminary offering circular for the Notes
99.2	Press Release announcing the commencement of the offering of the Notes, dated February 28, 2023
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RITCHIE BROS. AUCTIONEERS INCORPORATED
	By:	/s/ Darren Watt
	Darren Watt
	General Counsel & Corporate Secretary
Date: February 28, 2023

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EX-99.1

Exhibit 99.1

Summary Unaudited Pro Forma Condensed Combined Financial Information and Other Data

The summary unaudited pro forma condensed combined financial information and other data set forth below give effect to the Mergers and the other related events contemplated by the Merger Agreement, as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included in this offering circular. The unaudited pro forma condensed combined financial information of Ritchie Bros. also gives effect to other financing events contemplated by Ritchie Bros. or that have already occurred but are not yet reflected in the historical financial information of Ritchie Bros. and are considered material transactions separate from the Mergers. The Mergers will be treated as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification 805, “Business Combinations” (“ASC 805”).

The summary unaudited pro forma condensed combined income statement data for the year ended December 31, 2022 and the summary unaudited pro forma condensed combined balance sheet data as of December 31, 2022 have been derived from the unaudited pro forma condensed combined financial statements included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this offering circular. The unaudited pro forma condensed combined balance sheet as of December 31, 2022 is prepared on a combined basis using the historical audited consolidated balance sheets of Ritchie Bros. and IAA as of December 31, 2022, and January 1, 2023, respectively, giving pro forma effect to the Mergers and the other events contemplated as if each had been consummated on December 31, 2022 based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements included elsewhere in this offering circular.

The unaudited pro forma condensed combined income statement for the year ended December 31, 2022 gives pro forma effect to the Mergers and the other events contemplated as if each had been consummated on January 1, 2022, the beginning of the earliest period presented, based on the assumptions and adjustments described in the accompanying notes. As the difference between Ritchie Bros.’ and IAA’s fiscal year-end dates is less than one fiscal quarter, the unaudited pro forma condensed combined income statement for the year ended December 31, 2022 combines the historical audited consolidated income statement of Ritchie Bros. and IAA for the fiscal year ended December 31, 2022 and for the fiscal year ended January 1, 2023, respectively.

The summary unaudited pro forma condensed combined financial information may not be indicative of the combined company’s future performance as a consolidated company. The summary unaudited pro forma condensed combined financial information does not give effect to any estimated synergies, cost savings and other benefits that may be related to the Mergers and other related Transactions. The summary unaudited pro forma condensed combined financial information and other data set forth below should be read in conjunction with the information included under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the historical consolidated financial statements of Ritchie Bros. and IAA, respectively, together with related notes, and the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ritchie Bros.’ and IAA’s respective annual reports incorporated by reference in this offering circular.

Unaudited Pro forma Condensed Combined Statement of Operations Information:	Year Ended December 31, 2022
	(in millions)
Total revenue	$	3,833
Cost of services		1,164
Cost of inventory sold		977
Selling, general and administrative expenses		737
Acquisition-related costs		127
Depreciation and amortization expenses		393
Foreign exchange loss (gain)		4
Gain on disposition of property, plant and equipment		173
Operating income		604
Interest expense		(277	)
Interest income		8
Change in fair value of derivatives, net		1
Other income (expense), net		(1	)
Income before income taxes		335
Income tax expense (benefit)		52
Net income	$	283

Unaudited Pro Forma Condensed Combined Balance Sheet Information:	Pro Forma As of December 31, 2022
	(in millions)
Cash and cash equivalents	$	659
Total assets	$	12,392
Long-term debt, net:
Secured debt	$	2,432
Unsecured debt	$	785
Series A Senior Preferred Shares	$	485
Total stockholders’ equity	$	5,517

Other Financial and Operating Data:	Year Ended December 31, 2022
	(in millions)
Pro forma net income(1)	$	283
Adjusted pro forma EBITDA (1)	$	1,012
Pro forma net income attributable to common stockholders(2)	$	247
Adjusted pro forma net income attributable to common stockholders(2)	$	463
Pro forma gross leverage(3)		3.2	x
Pro forma net leverage(3)		2.6	x
Pro forma net secured leverage(3)		1.8	x

(1) Adjusted pro forma EBITDA is derived from financial information contained elsewhere in this offering circular. See “Summary Historical Consolidated Financial and Other Data of Ritchie Bros.” and “Unaudited Pro Forma Condensed Combined Financial Information.” Pro forma EBITDA is calculated by adding back depreciation and amortization expenses, interest expense and income tax expense, and subtracting interest income from pro forma net income. Adjusted pro forma EBITDA represents pro forma EBITDA adjusted to add back share-based payments expense, acquisition-related costs, loss (gain) on disposition of property, plant and equipment and related costs, certain non-recurring advisory, legal and restructuring costs, change in fair value of derivatives and the fair value adjustments related to contingent consideration. Certain historical adjustments which are included in IAA Adjusted EBITDA and meet Ritchie Bros.’ definition have been included and adjusted for in the adjusted pro forma EBITDA. See “Non-GAAP Financial Measures” for a discussion of the reasons why management believes adjusted pro forma EBITDA is useful in evaluating our business, also for a discussion of the analytical limitations of these measures.

(2) Adjusted pro forma net income attributable to common stockholders is derived from financial information contained elsewhere in this offering circular. See “Summary Historical Consolidated Financial and Other Data of Ritchie Bros.” and “Unaudited Pro Forma Condensed Combined Financial Information.” Adjusted pro forma net income attributable to common stockholders is calculated from pro forma net income attributable to common stockholders adding back adjusting items that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related costs, amortization of acquired intangible assets and loss (gain) on disposition of property, plant and equipment and related costs. Also adjusted were certain non-recurring advisory, legal and restructuring costs, the change in fair value of derivatives, loss on redemption and extinguishment of indebtedness and related interest expense, and the fair value adjustments related to contingent consideration. Certain historical adjustments which are included in IAA’s adjusted net income and meet Ritchie Bros. definition have been included and adjusted for in the adjusted pro forma net income attributable to common stockholders.

(3) Pro forma gross leverage is calculated by dividing pro forma total debt (excluding debt issuance costs and capital lease obligations) by adjusted pro forma EBITDA. Pro forma net leverage is calculated by dividing pro forma net debt by adjusted pro forma EBITDA. Pro forma net secured leverage is calculated by dividing pro forma net secured debt by adjusted pro forma EBITDA. We believe that these measures provide useful information about the performance of our operations as an indication of the amount of time it would take us to settle both our short and long-term debt.

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The following table provides a reconciliation of pro forma gross leverage, pro forma net leverage and pro forma net secured leverage as of December 31, 2022 and a reconciliation of adjusted pro forma EBITDA to pro forma net income for the year ended December 31, 2022:

	Pro Forma As of and For the Year Ended December 31, 2022
	(in millions)
Pro forma total debt	$	3,260
Less: Cash and cash equivalents		(659	)
Pro forma net debt	$	2,601
Less: gross unsecured debt		(800	)
Pro forma secured net debt	$	1,801
Pro forma net income		283
Add: depreciation and amortization expenses		393
Add: interest expense		277
Less: interest income		(8	)
Add: income tax expense		52
Pro forma EBITDA	$	997
Share-based payment expense		44
Acquisition-related costs		127
Non-recurring advisory, legal and restructuring costs		8
Loss (gain) on disposition of property, plant and equipment and related costs		(168	)
Change in fair value of derivatives		(1	)
Fair value adjustments related to contingent consideration		5
Adjusted pro forma EBITDA	$	1,012
Pro forma gross leverage		3.2 x
Pro forma net leverage		2.6 x
Pro forma net secured leverage		1.8 x

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Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of Ritchie Bros. has been prepared in accordance with Article 11 of Regulation S-X, and presents the combination of the historical financial information of Ritchie Bros. and IAA adjusted to give effect to the Mergers and the other events contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial information of Ritchie Bros. also gives effect to other financing events contemplated by Ritchie Bros. or that have already occurred but are not yet reflected in the historical financial information of Ritchie Bros. and are considered material transactions separate from the Mergers.

Description of the Mergers

On November 7, 2022, Ritchie Bros. and IAA entered into the Original Merger Agreement, which was subsequently amended on January 22, 2023. Pursuant to the Merger Agreement, Merger Sub 2, as successor company to IAA, will become an indirect wholly owned subsidiary of Ritchie Bros. Upon consummation of the Mergers:

Each share of IAA Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares held by IAA and its subsidiaries and stockholders exercising their appraisal rights) will be surrendered and exchanged into the right to receive:

· $12.80 in cash, without interest (“cash consideration”); and

· 0.5252 Ritchie Bros. common shares (“share consideration”).

Each outstanding IAA option, whether vested or unvested, each outstanding unvested IAA RSU award subject solely to time-based vesting, and each outstanding unvested IAA PRSU award subject to performance-based vesting at the Mergers Closing Date will be cancelled and exchanged into equivalent outstanding equity awards covering Ritchie Bros. common shares based on the equity award exchange ratio defined as the sum of:

(a) the quotient obtained by dividing (i) the cash consideration by (ii) the volume weighted average trading sale price of one share of Ritchie Bros. common shares for the five consecutive trading days immediately prior to the Mergers Closing Date; and

(b) the exchange ratio.

See “The Transactions” for additional information.

Expected Accounting Treatment of the Mergers

The Mergers will be accounted for as a business combination in accordance with the acquisition method of accounting under GAAP. Ritchie Bros. is determined to be the accounting acquirer and IAA is determined to be the accounting acquiree. This determination was primarily based on the transfer of cash consideration by Ritchie Bros. to the former economic interest holders of IAA and the relative share ownership, voting rights, composition of the governing body, and the designation of certain senior management positions of the combined entity. Under this method of accounting, the purchase price of the Mergers will be allocated to the assets acquired and liabilities assumed based on their preliminary fair values at the Mergers Closing Date. Any excess of the estimated fair value of the consideration transferred over the estimated fair value of identifiable assets and liabilities will be recorded as goodwill.

Other Financing Events

Debt Financing

Ritchie Bros. plans to fund the cash portion of the Merger Consideration through a combination of (i) cash from its balance sheet, (ii) borrowings under the Term Loan A Facility, (iii) the proceeds from the sale of the secured notes and the unsecured notes offered hereby or (iv) any combination of the foregoing.

In connection with the Merger Agreement, Ritchie Bros. entered into the Debt Commitment Letter with certain financial institutions that committed to provide, subject to the terms and conditions set forth therein, the Bridge Loan Facility in an aggregate principal amount of up to $2.8 billion and the Backstop Revolving Facility in an aggregate principal amount of up to $750.0 million. Ritchie Bros. subsequently obtained the Sixth Amendment to its Existing Credit Agreement which, among other things, permitted the Mergers and served to terminate the backstop commitments (including the Revolving Backstop Facility and $88.9 million of bridge commitments that served as a backstop for its existing term loans under the Existing Credit Agreement) and replace an additional $1.825 billion of bridge commitments with the New Term Loan A Facility. See “The Transactions—Financing of the Mergers” for additional information. The applicable interest rate on the Term Loan A Facility, assuming it is borrowed in U.S. Dollars at the adjusted term SOFR rate under the Sixth Amendment, will be determined at the then-current interest rate at the time of issuance and has been currently, as of the date of this offering circular, estimated to be 7.4% on February 17, 2023, which is the most recent practicable date for the preparation of the unaudited pro forma condensed combined financial information.

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Ritchie Bros. plans to offer hereby $550.0 million aggregate principal amount of secured notes at an estimated rate, for purposes of the unaudited pro forma condensed combined financial information, of 6.75% and $800.0 million aggregate principal amount of unsecured notes at an estimated rate, for purposes of the unaudited pro forma condensed combined financial information, of 7.75%. Ritchie Bros. intends to borrow a total of $3.3 billion, including the Term Loan A Facility, that will be used to (a) finance the Mergers, (b) pay transaction costs, (c) repay certain existing indebtedness of IAA, (d) repay or refinance all existing indebtedness of Ritchie Bros. and (e) pay the Ritchie Bros. Special Dividend.

These agreements, assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing and inputs to interest rate determination on debt instruments issued.

Debt issuance costs are expected to be incurred for the New Term Loan A Facility, the secured notes and the unsecured notes and will be amortized over the respective terms of the debt.

See “The Transactions—Financing of the Mergers,” “Description of Secured Notes” and “Description of Unsecured Notes” for additional information.

Investment Transaction

On January 22, 2023, Ritchie Bros. entered into the SPA with the Starboard purchasers and, for certain purposes, Starboard Value LP and Jeffrey C. Smith, pursuant to which Ritchie Bros. agreed to issue and sell to the Starboard purchasers (a) 485,000,000 of Ritchie Bros.’ Preferred Shares at a purchase price of $1.00 per Preferred Share and (b) 251,163 common shares at a purchase price of $59.722 per share. The closing of the Investment Transaction occurred on February 1, 2023.

Holders of the Preferred Shares will receive annual dividends on a cumulative basis initially equal to 5.5% of the aggregate principal amount of $485.0 million and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each calendar year in cash or in common shares at Ritchie Bros.’ election. The Preferred Shares are participating securities and will also participate on an as-converted basis in any regular dividends paid to common shareholders, subject to a $0.27 per share per quarter floor.

Pursuant to the articles of amendment of Ritchie Bros. governing the Preferred Shares, holders of the Preferred Shares will have redemption rights upon consummation of a change of control of Ritchie Bros. to require Ritchie Bros. to repurchase the Preferred Shares at an amount in cash equal to the applicable conversion price plus accrued and unpaid dividends thereon, plus a make whole premium. Holders of the Preferred Shares also have non-contingent rights to convert the Preferred Shares into Ritchie Bros. common shares. The conversion rate will initially be 0.0136986 Ritchie Bros. common shares per $1.00 conversion amount, subject to customary anti-dilution adjustment provisions, including an adjustment for the Ritchie Bros. Special Dividend to be paid in connection with the Mergers.

See “Summary—Other Recent Developments” for additional information.

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Ritchie Bros. Special Dividend

Ritchie Bros.’ board of directors announced that, contingent on the closing of the Mergers, it expects to approve the issuance the Ritchie Bros. Special Dividend to Ritchie Bros. shareholders in the amount of $1.08 per common share, which will be payable to holders of record of Ritchie Bros. common shares as of a pre-Mergers Closing Date record date, to be determined with the consent of TSX.

Other Information

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are incorporated by reference in this offering circular:

· the historical audited consolidated financial statements of Ritchie Bros. as of and for the year ended December 31, 2022, included in Ritchie Bros.’ Annual Report on Form 10-K filed with the SEC on February 21, 2023; and

· the historical audited consolidated financial statements of IAA as of and for the fiscal year ended January 1, 2023, included in IAA’s Annual Report on Form 10-K filed with the SEC on February 24, 2023.

The unaudited pro forma condensed combined financial information should also be read together with the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ritchie Bros.’ and IAA’s respective annual reports incorporated by reference in this offering circular. The unaudited pro forma condensed combined financial information should also be read together with other financial information related to the Mergers included elsewhere in this offering circular, including the Merger Agreement and the description of certain terms thereof set forth under “The Transactions.”

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2022

(in millions)

	Historical
	Ritchie Bros. Auctioneers Incorporated			IAA, Inc
	As of December 31, 2022			As of January 1, 2023			Transaction Accounting Adjustments - Reclassification			Notes	Transaction Accounting Adjustments- Financing			Notes	Transaction Accounting Adjustments Acquisition			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	494		$	196		$	—			$	3,217		4(a)	$	(50	)	5(a)	$	659
												(627	)	4(b)		(2,863	)	5(b)
												500		4(c)		(88	)	5(c)
																(120	)	5(d)
Restricted cash		132			—			—				—				—				132
Trade and other receivables		186			455			—				—				—				641
Less: allowance for credit losses		(3	)		(10	)		—				—				—				(13	)
Prepaid consigned vehicle charges		—			68			—				—				(68	)	5(b)		—
Inventory		103			—			51		2(a)		—				—				154
Other current assets		48			79			(51	)	2(a)		—				—				69
								(7	)	2(b)
Income taxes receivable		3			—			7		2(b)		—				—				10
Total current assets		963			788			—				3,090				(3,189	)			1,652
Non-current assets:
Property, plant and equipment		459			384			—				—				232		5(b)		1,075
Operating lease right-of-use assets		—			1,204			123		2(c)		—				30		5(b)		1,357
Other non-current assets		163			34			(123	)	2(c)		—				—				74
Intangible assets		323			185			—				—				2,155		5(b)		2,663
Goodwill		949			768			—				—				3,847		5(b)		5,564
Deferred tax assets		7			—			—				—				—				7
Total assets	$	2,864		$	3,363		$	—			$	3,090			$	3,075			$	12,392

7

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET - (continued)
AS OF DECEMBER 31, 2022

(in millions)

	Historical
	Ritchie Bros. Auctioneers Incorporated			IAA, Inc
	As of December 31, 2022			As of January 1, 2023			Transaction Accounting Adjustments Reclassification			Notes	Transaction Accounting Adjustments Financing			Notes	Transaction Accounting Adjustments Acquisition			Notes	Pro Forma Combined
LIABILITIES, SERIES A SENIOR PREFERRED SHARES AND EQUITY
Current liabilities:
Auction proceeds payable	$	426		$	—		$	8		2(d)	$	—			$	—			$	434
Trade and other liabilities		295			231			(13	)	2(c)		(13	)	4(b)		(4)		5(a)		594
								(8	)	2(d)						14		5(b)
								99		2(e)						(7)		5(c)
Short-term right-of-use operating lease liabilities		—			88			13		2(c)		—				67		5(b)		168
Accrued employee benefits and compensation expenses		—			34			(34	)	2(e)		—				—				—
Other accrued expenses		—			65			(65	)	2(e)		—				—				—
Income taxes payable		41			—			—				—				—				41
Short-term debt		29			—			—				(29	)	4(b)		—				—
Current portion of long-term debt		4			32			—				96		4(a)		(32	)	5(b)		96
												(4	)	4(b)
Total current liabilities		795			450			—				50				38				1,333
Non-current liabilities:
Long-term debt		577			1,091			—				3,121		4(a)		(1,091	)	5(b)		3,121
												(577	)	4(b)
Long-term right-of-use operating lease liabilities		—			1,165			112		2(c)		—				(86	)	5(b)		1,191
Other non-current liabilities		148			23			(112	)	2(c)		—				(1	)	5(b)		58
Deferred tax liabilities		54			67			—				—				566		5(b)		687
Total liabilities		1,574			2,796			—				2,594				(574	)			6,390
Commitments and contingencies		—			—			—				—				—				—
Series A Senior Preferred Shares		—			—			—				485		4(c)		—				485
Stockholder’s Equity:
Preferred stock		—			—			—				—				—				—
Common stock		246			1			—				15		4(c)		(1	)	5(b)		261
Treasury stock		—			(61	)		—				—				61		5(b)		—
Additional paid-in capital		86			26			—				—				4,391		5(b)		4,503
Retained earnings		1,043			655			—				(4	)	4(b)		(46	)	5(a)		838
																(609	)	5(b)
																(81	)	5(c)
																(120	)	5(d)
Accumulated other comprehensive loss		(85	)		(54	)		—				—				54		5(b)		(85	)
Non-controlling interest		—			—			—				—				—				—
Total stockholder’s equity		1,290			567			—				11				3,649				5,517
Total liabilities, Series A Senior Preferred Shares, and stockholder’s equity	$	2,864		$	3,363		$	—			$	3,090			$	3,075			$	12,392

8

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2022

(in millions, except share and per share amounts)

	Historical
	Ritchie Bros. Auctioneers Incorporated			IAA, Inc.
	Year ended December 31, 2022			Year ended January 1, 2023			Transaction Accounting Adjustments - Reclassification			Notes	Transaction Accounting Adjustments - Financing			Notes	Transaction Accounting Adjustments - Acquisition			Notes	Pro Forma Combined
Revenue:
Service revenue	$	1,051		$	1,686		$	—			$	—			$	—			$	2,737
Inventory sales revenue		683			413			—				—				—				1,096
Total revenue		1,734			2,099			—				—				—				3,833
Operating expenses:
Cost of services		168			996			—				—				—				1,164
Cost of inventory sold		609			368			—				—				—				977
Selling, general and administrative expenses		540			212			(9	)	2(f)		—				(13	)	6(e)		737
																7		6(f)
Acquisition-related costs		37			—			9		2(f)		—				81		6(d)		127
Depreciation and amortization expenses		97			106			—				—				(62	)	6(a)		393
																252		6(b)
Foreign exchange loss (gain)		(1	)		—			5		2(g)		—				—				4
Total operating expenses, net		1,450			1,682			5				—				265				3,402
Gain on disposition of property, plant and equipment		171			—			2		2(h)		—				—				173
Operating income		455			417			(3	)			—				(265	)			604
Interest expense		(58	)		(52	)		—				(248	)	4(d)		52		6(c)		(277	)
												29		4(e)
Interest income		7			1			—				—				—				8
Change in fair value of derivatives, net		1			—			—				—				—				1
Other income (expense), net		1			(5	)		(2	)	2(h)		—				—				(1	)
								5		2(g)
Income before income taxes		406			361			—				(219	)			(213	)			335
Income tax expense (benefit)		86			69			—				(53	)	4(f)		(50	)	4(f)		52
Net income (loss)	$	320		$	292		$	—			$	(166	)		$	(163	)		$	283
Cumulative dividends on Series A Senior Preferred Shares		—			—			—				(27	)	4(g)		—				(27	)
Allocated earnings to participating securities		—			—			—				(9	)	4(g)						(9	)
Net income (loss) attributable to:
Common Stockholders	$	320		$	292		$	—			$	(202	)		$	(163	)		$	247
Non-controlling interests		—			—			—				—				—				—
Earnings per share attributable to common stockholders:
Basic	$	2.89																6(g)	$	1.36
Diluted	$	2.86																6(g)	$	1.35
Weighted average number of shares outstanding
Basic		110,781,282																6(g)		181,495,848
Diluted		111,886,025																6(g)		182,782,956

9

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.            Basis of Presentation

The Mergers will be accounted for as a business combination in accordance with the acquisition method of accounting under GAAP. Ritchie Bros. is determined to be the accounting acquirer and IAA is determined to be the accounting acquiree.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information in accordance with GAAP necessary for an illustrative understanding of Ritchie Bros. upon consummation of the Mergers and the other related events contemplated by the Merger Agreement and this offering circular. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 is prepared on a combined basis using the historical audited consolidated balance sheets of Ritchie Bros. and IAA as of December 31, 2022, and January 1, 2023, respectively, giving pro forma effect to the Mergers and the other related events contemplated by the Merger Agreement as if each had been consummated on December 31, 2022 based on the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined income statement for the year ended December 31, 2022 gives pro forma effect to the Mergers and the other related events contemplated by the Merger Agreement as if each had been consummated on January 1, 2022, the beginning of the earliest period presented, based on the assumptions and adjustments described in the accompanying notes. As the difference between Ritchie Bros.’ and IAA’s fiscal year-end dates is less than one fiscal quarter, the unaudited pro forma condensed combined income statement for the year ended December 31, 2022 combines the historical audited consolidated income statements of Ritchie Bros. and IAA for the fiscal year ended December 31, 2022, and for the fiscal year ended January 1, 2023, respectively.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of the operating results that would have been achieved had the Mergers occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or integration costs. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Ritchie Bros. following the completion of the Mergers. Ritchie Bros. and IAA have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma adjustments represent Ritchie Bros. management’s estimates based on information available as of the date of this offering circular and are subject to change as additional information becomes available and analyses are performed. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

2.            Significant Accounting Policies

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in Ritchie Bros.’ audited annual financial statements as of and for the year ended December 31, 2022. The Preferred Shares are classified outside of stockholder’s equity on the condensed combined pro forma balance sheet because the holders of such shares have redemption rights in the event of a change in control, which is deemed outside of Ritchie Bros.’ control. Ritchie Bros. management is currently evaluating for significant accounting policy differences between the two entities. Upon consummation of the Mergers, Ritchie Bros. management will perform a comprehensive review of the accounting policies between the two entities and may identify differences in accounting policies between the two entities which, when conformed, could be material.

10

Certain reclassifications are reflected in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined income statement to conform presentation between IAA and Ritchie Bros. These reclassifications have no effect on previously reported total assets, total liabilities and shareholders’ equity, or net income of Ritchie Bros. or IAA. The unaudited pro forma condensed combined financial information may not reflect all reclassifications necessary to conform IAA’s presentation to that of Ritchie Bros. due to limitations on the availability of information as of the date of this offering circular. Additional reclassification adjustments may be identified as more information becomes available.

The following reclassification adjustments were made to conform presentation between IAA and Ritchie Bros.:

(a) Represents the reclassification of inventory assets from other current assets to inventory.

(b) Represents the reclassification of income taxes receivable from other current assets to income taxes receivable.

(c) Represents the reclassification of operating lease right-of-use assets from other non-current assets to operating lease right-of-use assets, and the reclassification of operating lease liabilities from trade and other liabilities to short-term right-of-use operating lease liabilities, and other non-current liabilities to long-term right-of-use operating lease liabilities.

(d) Represents the reclassification of certain payables to sellers from trade and other liabilities to auction proceeds payable.

(e) Represents the reclassification of certain current liabilities from accrued employee benefits and compensation expenses and other accrued expenses to trade and other liabilities.

(f) Represents the reclassification of certain acquisition-related costs from selling, general and administrative expenses to acquisition-related costs.

(g) Represents the reclassification of foreign exchange losses from other income (expense), net to foreign exchange loss (gain).

(h) Represents the reclassification of gain on disposition of property, plant and equipment from other income (expense), net to gain on disposition of property, plant and equipment.

3.            Calculation of Merger Consideration and Preliminary Purchase Price Allocation of the Mergers

Upon the consummation of the Mergers, holders of the 133,859,057 issued and outstanding shares of IAA Common Stock, in addition to holders of IAA phantom stock awards, based on the capitalization of IAA as of February 21, 2023, will be entitled to receive $12.80 per share in cash, plus an aggregate of 70,334,262 newly issued Ritchie Bros. common shares as calculated based on the exchange ratio. Holders of the issued and outstanding IAA equity awards as of February 21, 2023 will receive Ritchie Bros. equity awards or shares covering an estimated 516,658 Ritchie Bros. common shares after giving effect to the equity award exchange ratio, based on the following events contemplated by the Merger Agreement:

· the cancellation and exchange of all 133,859,057 issued and outstanding shares of IAA Common Stock (including 27,855 shares underlying IAA restricted stock awards), in addition to 59,992 shares underlying IAA phantom stock awards granted to non-employee directors, for $12.80 per share in cash plus an aggregate of 70,334,262 newly issued Ritchie Bros. common shares as calculated based on the exchange ratio;

· the cancellation and exchange of all 230,346 granted and outstanding vested and unvested IAA options into Ritchie Bros. options for the purchase of 167,346 Ritchie Bros. common shares with the same terms and vesting conditions except for the number of underlying shares and the exercise price, each of which was adjusted by the estimated equity award exchange ratio;

11

· the cancellation and exchange of all 268,291 granted and outstanding unvested IAA RSU awards into 194,733 Ritchie Bros. RSUs for Ritchie Bros. common shares with the same terms and vesting conditions except for the number of underlying shares, which was adjusted by the estimated equity award exchange ratio; and

· the cancellation and exchange of all 212,979 granted and outstanding unvested IAA PRSU awards into 154,579 Ritchie Bros. RSUs for Ritchie Bros. common shares with similar terms except for having time-only vesting conditions and for the underlying number of shares, which was adjusted by the estimated equity award exchange ratio.

Preliminary Merger Consideration

The preliminary fair value of the Merger Consideration expected to be transferred on the Mergers Closing Date includes the estimated value of the cash consideration, the estimated fair value of approximately 70,334,262 Ritchie Bros. common shares to be issued, the estimated fair value of assumed IAA equity awards attributable to pre-combination services, and the estimated amount of cash to be paid for the repayment of certain existing indebtedness of IAA. The preliminary Merger Consideration is as follows:

	(dollars in millions)
Estimated cash consideration(1)	$	1,714
Estimated fair value of Ritchie Bros. common shares to be issued(2)		4,402
Estimated fair value of assumed IAA equity awards attributable to pre-combination service(3)		15
Estimated repayment of certain existing indebtedness of IAA(4)		1,149
Total preliminary Merger Consideration	$	7,280

(1) Represents the preliminary cash consideration to be paid to IAA stockholders pursuant to the Merger Agreement based on the capitalization of IAA as of February 21, 2023.

(2) Represents the preliminary fair value of Ritchie Bros. common shares to be issued to IAA stockholders pursuant to the Merger Agreement based on the capitalization of IAA as of February 21, 2023, at a $62.59 closing price of Ritchie Bros. common shares as of February 17, 2023.

(3) Represents the preliminary portion of the fair value of stock options, restricted stock units and performance-based restricted stock units being cancelled and exchanged by Ritchie Bros. upon completion of the Mergers that is attributable to pre-combination service.

(4) Represents the total preliminary cash consideration to be paid concurrent with the closing of the Mergers to retire certain existing indebtedness of IAA with an outstanding balance of approximately $1,149.1 million as of January 1, 2023, including accrued interest and prepayment penalties.

The actual fair value of Ritchie Bros. common shares to be issued as share consideration will depend on the closing price per share of Ritchie Bros. common shares at the Mergers Closing Date, and therefore, the actual share consideration, as a part of the Merger Consideration, will fluctuate with the market price of Ritchie Bros. common shares until the Mergers are consummated. A sensitivity analysis related to the fluctuation in the price of Ritchie Bros. common shares was performed to assess the impact that a hypothetical change of 10% to the closing price per share of Ritchie Bros. common shares as of February 17, 2023 would have on the estimated Merger Consideration and goodwill as of the Mergers Closing Date, as follows:

	Stock Price		Estimated Merger Consideration		Estimated Goodwill
Change in Stock Price	(dollars in millions, except stock price)
Increase of 10%	$	68.85	$	7,722	$	5,057
Decrease of 10%	$	56.33	$	6,839	$	4,174

12

Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed will be recorded by Ritchie Bros. at their acquisition date fair values. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill.

The preliminary estimate of fair values of assets acquired and liabilities assumed have been determined by management of Ritchie Bros. using publicly available benchmarking information and other assumptions, including market participant assumptions. The purchase price allocation is preliminary and subject to change, as additional information becomes available and as additional analyses are performed. The differences that may occur between the preliminary estimates and the final purchase price allocation when the valuation and other studies are finalized could be material.

The fair value assigned to intangible assets has been estimated based on third-party preliminary valuation studies utilizing income-based methodologies and corroborated with publicly available market benchmarks. The preliminary land fair value estimation was based on broker valuations, tax appraisals and other information provided by IAA management. The estimated fair values of land are preliminary and subject to a valuation assessment post-close. Other property, plant and equipment and working capital amounts are assumed to have fair values equal to historical book values. Real and personal property will be valued as of the acquisition date but were not included in the preliminary valuation assessment. The final purchase price allocation will be based on appraisals subsequent to the consummation of the Mergers and may result in materially different allocations for assets than those presented in this unaudited pro forma condensed combined balance sheet. The intangible assets identified in the preliminary purchase price allocation are subject to further examination which may result in additional assets identified, excluded or further segmented. Any change in the amount of the final purchase price allocated to amortizable, finite lived intangible assets as well as property, plant and equipment could materially affect the amount of amortization and depreciation expense. The preliminary purchase price and purchase price allocation are presented as follows:

	(dollars in millions)
Estimated cash consideration	$	1,714
Estimated fair value of Ritchie Bros. common shares to be issued		4,402
Estimated fair value of assumed IAA equity awards attributable to pre-combination service		15
Estimated repayment of certain existing indebtedness of IAA		1,149
Total estimated Merger Consideration	$	7,280
Cash and cash equivalents	$	146
Trade and other receivables		445
Inventory		51
Income taxes receivable		7
Other current assets		21
Property, plant and equipment		616
Operating lease right-of-use assets		1,234
Other non-current assets		34
Intangible assets		2,340
Total assets	$	4,894
Auction proceeds payable	$	8
Trade and other liabilities		332
Short-term right-of-use operating lease liability		155
Long-term right-of-use operating lease liability		1,079
Other non-current liabilities		22
Deferred tax liabilities		633
Total liabilities	$	2,229
Preliminary fair value of net assets acquired	$	2,665
Preliminary allocation of goodwill		4,615
Historical goodwill of IAA		768
Adjustment to goodwill	$	3,847

13

Goodwill will not be amortized but instead will be reviewed for impairment at the reporting unit level at least annually, and more often if indicators of impairment are identified. Goodwill represents future economic benefits including going concern value, the value of future buyer and provider relationships, the opportunity to scale and expand market offerings, and other expected synergies. Goodwill recognized in the Mergers is not expected to be deductible for tax purposes.

4. Transaction Accounting Adjustments - Financing

(a) Reflects the expected newly raised Term Loan A Facility, secured notes and unsecured notes offered hereby with a total principal amount of $3,260.0 million to fund the Mergers as described in the other financing events section above, net of a total $43.4 million in deferred financing costs.

	(dollars in millions)
Term Loan A Facility	$	1,910
Estimated deferred financing costs		(18	)
Current portion of long-term debt		(96	)
Long-term debt	$	1,796
Senior secured notes	$	550
Estimated deferred financing costs		(10	)
Current portion of long-term debt		—
Long-term debt	$	540
Senior unsecured notes	$	800
Estimated deferred financing costs		(15	)
Current portion of long-term debt		—
Long-term debt	$	785

(b) Represents the repayment or refinancing of Ritchie Bros. existing debt using the proceeds from the newly raised borrowings, including the repayment or refinancing of all of our outstanding short-term debt, redemption of the 2016 Notes and repayment or refinancing of the delayed-draw term loan, and the associated write-off of unamortized deferred debt issuance costs.

(c) Represents the proceeds from Investment Transaction in aggregated amount of $500.0 million in connection with the sale and issuance of (i) 485,000,000 of Ritchie Bros. Preferred Shares at a purchase price of $1.00 per share, and (ii) 251,163 shares of Ritchie Bros. common shares at a purchase price of $59.722 per share, pursuant to the SPA.

(d) Represents the total interest expense and amortization of deferred issuance costs for the Term Loan A Facility, secured notes offered hereby and unsecured notes offered hereby to be incurred by Ritchie Bros. to fund the Mergers as described in “—Other Financing Events.” Interest expense is calculated using an effective interest rate. The effective interest rates for the Term Loan A Facility, secured notes offered hereby and unsecured notes offered hereby were 7.7%, 7.2% and 8.1%, respectively.

14

Based upon the estimated balance of the Term Loan A Facility, secured notes offered hereby and unsecured notes offered hereby to be incurred, a hypothetical 125 basis point increase in interest rates would increase the interest expense by approximately $40.6 million for the year ended December 31, 2022; a hypothetical 125 basis point decrease in interest rates would decrease the interest expense by approximately $40.6 million for the year ended December 31, 2022.

(e) Represents the elimination of interest expense and write-off of unamortized deferred debt issuance costs associated with the repayment or refinancing of Ritchie Bros. existing debt using the proceeds from the newly raised borrowings, including the repayment or refinancing of all of our outstanding short-term debt, redemption of the 2016 Notes and repayment or refinancing of the delayed-draw term loan.

(f) Represents the tax expense (benefit) impact at an estimated blended effective tax rate of 23.7% for the year ended December 31, 2022, based on the weighted-average statutory tax rate of the jurisdictions expected to be impacted for each of these periods and is not necessarily indicative of the effective tax rate of Ritchie Bros. following the Mergers, which could be significantly different depending on post-acquisition activities, including the geographical mix of income among other factors. The actual tax effects of the Mergers will differ from the pro forma adjustments, and the differences may be material.

(g) Represents the estimated cumulative preferred share dividend and participation rights associated with the Preferred Shares sold and issued in connection with the Investment Transaction.

5. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2022 are as follows:

(a) Represents the settlement, by IAA immediately prior to the closing, of the transaction costs accrued as of December 31, 2022 and the remaining estimated transaction costs to be incurred by IAA in connection with the Mergers.

(b) Represents the adjustments to historical IAA balances to reflect the impact of acquisition accounting as outlined in Note 3 above, based on the total preliminary Merger Consideration of $7,280.1 million, which consists of (i) cash consideration of $1,714.0 million to be paid to IAA stockholders, (ii) the issuance of 70,334,262 Ritchie Bros. common shares with an estimated fair value of $4,402.0 million, (iii) the issuance of Ritchie Bros. equity awards covering 516,658 Ritchie Bros. common shares with an estimated fair value of $14.9 million attributable to IAA equity award holders’ pre-combination service, and (iv) the repayment of certain existing indebtedness of IAA outstanding as of January 1, 2023 of approximately $1,149.1 million, including accrued interest and prepayment penalties under IAA’s credit facilities and senior notes, as summarized below:

	(dollars in millions)
Total Merger Consideration	$	7,280
Less: identifiable net assets acquired(1)		(2,665	)
Estimated goodwill	$	4,615
IAA historical goodwill		768
Adjustment to goodwill	$	3,847
Historical Ritchie Bros. goodwill		949
Pro forma goodwill	$	5,564

15

(1) The purchase price allocation is based on preliminary estimates of fair value of assets acquired and liabilities assumed. The difference between the estimated total Merger Consideration and preliminary identifiable net assets acquired is recorded as estimated goodwill. The preliminary purchase price and purchase price allocation are presented in Note 3 above. Upon completion of the fair value assessment after the Mergers, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined here. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill. Final consideration will be determined at the closing of the Mergers.

Prepaid consigned vehicle charges include inbound tow, titling costs and enhancement charges associated with the receipt of a consigned vehicle for auction. These costs are incurred by IAA and are not reimbursable. Because Ritchie Bros. will not receive a future economic benefit from these deferred costs, they do not qualify for asset recognition in the Mergers.

The identifiable net assets acquired includes a deferred tax liability which is associated with the preliminary purchase price allocation and the pro forma adjustments. These purchase accounting adjustments create new differences between the book basis and tax basis of the respective assets. The amount of these adjustments to the unaudited pro forma condensed combined balance sheet is determined by applying the blended statutory rate of approximately 24% to the portion of these adjustments assuming all assets are within U.S. jurisdictions.

The acquired right-of-use assets and lease liabilities are measured and recognized based on the remaining future lease payments using Ritchie Bros.’ incremental borrowing rates. The current portion of the lease liability is calculated as the present value of the contractual lease payments for the subsequent twelve months. No amounts were recorded in the unaudited pro forma condensed combined income statements related to the lease adjustment as the amount is not material.

The assumed liabilities include a one-time one percent excise tax incurred on the cash consideration that increases the repurchase excise tax base for IAA concurrent with the Mergers. This tax was added by the Inflation Reduction Act and is effective January 1, 2023.

The adjustments to additional paid-in capital in connection with the acquisition accounting for the Mergers are summarized below:

	(dollars in millions)
Elimination of IAA historical additional paid-in capital	$	(26	)
Estimated fair value of Ritchie Bros. common shares to be issued		4,402
Estimated fair value of assumed IAA equity awards attributable to pre-combination service		15
Additional paid-in capital	$	4,391

(c) Represents the settlement of transaction costs accrued as of December 31, 2022 and the remaining estimated transaction costs to be incurred by Ritchie Bros. in connection with the Mergers.

(d) Represents the one-time Ritchie Bros. Special Dividend expected to be approved and declared in connection with the closing of the Mergers in an estimated aggregated amount of $120.0 million. The Ritchie Bros. Special Dividend is expected to be payable in cash to holders of record of Ritchie Bros. common shares as of a pre-closing record date.

6. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Income Statement

The adjustments included in the unaudited pro forma condensed combined income statement for the year ended December 31, 2022 are as follows:

(a) Represents the elimination of IAA historical amortization expense relate to identifiable intangible assets.

(b) Represents the recognition of new amortization expense related to acquired identifiable assets based on the estimated fair value as of February 17, 2023. Amortization expense is calculated based on the estimated fair value of each of the identifiable intangible assets and the associated estimated useful lives below:

	Estimated Value		Potential Useful Life
Assets acquired	(dollars in millions)		(years)
Provider and buyer relationships	$	2,030	10
Developed technology		150	6
Trade names and trademarks		160	6
Total assets acquired	$	2,340

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(c) Represents the elimination of the interest expense associated with IAA’s extinguished credit facilities and senior notes.

(d) Represents the remaining one-time direct and incremental transaction costs anticipated to be incurred by Ritchie Bros. prior to, or concurrent with, the Mergers and are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the combined entity’s accumulated deficit and are assumed to be cash settled.

(e) Represents the elimination of historical IAA stock-based compensation expense related to IAA equity awards.

(f) Represents the recognition of new stock-based compensation expense for the post-combination portion of the cancelled and exchanged IAA equity awards.

As IAA restricted stock awards and IAA phantom stock awards granted to non-employee directors will be settled at closing with no future service required, the entire post-combination portion of such awards of $0.3 million will be recognized as compensation expense immediately after the closing of the Mergers. Vested IAA options will be cancelled and exchanged to Ritchie Bros. options, and the post-combination fair value step-up that will be expensed immediately after the closing of the Mergers is not material. These are non-recurring adjustments.

IAA options, IAA RSU awards and IAA PRSU awards are cancelled and exchanged into 516,658 Ritchie Bros. awards with an estimated aggregate fair value of $25.6 million, of which $10.7 million is attributable to post-combination services and will be recognized as compensation expense throughout the remaining service periods. Ritchie Bros. awards will be subject to the same terms and conditions applicable to the corresponding IAA equity awards, including vesting terms. With respect to any RSU awards that replace IAA PRSU awards, vesting will no longer be subject to the achievement of performance goals and will solely be based on providing continued services to Ritchie Bros. through the end of the applicable service period.

(g) Represents the pro forma basic and diluted net income per share attributable to the combined entity’s common shareholders presented in conformity with the two-class method required for participating securities as a result of the pro forma adjustments. The two-class method requires income available to common shareholders for the period to be allocated between shares of common stock and participating securities based on their respective rights to receive earnings as if all earnings for the period had been distributed. The Preferred Shares of the combined entity are participating securities that contractually entitle the holders of such shares to participate in the combined entity’s earnings but do not contractually require the holders of such shares to participate in the combined entity’s losses.

The pro forma basic net income per share attributable to the combined entity’s common shareholders is calculated using the historical basic weighted average shares of Ritchie Bros. common shares outstanding, adjusted for the additional new shares of Ritchie Bros. common stock to be issued to consummate the Mergers, and the new shares of Ritchie Bros. common stock issued and sold to the Starboard purchasers. Pro forma diluted net income per share attributable to the combined entity’s common shareholders is calculated using the historical diluted weighted average shares of Ritchie Bros. common shares outstanding, adjusted for the additional new shares of Ritchie Bros. common stock to be issued to consummate the Mergers, and the new shares of Ritchie Bros. common stock issued and sold to the Starboard purchasers, and the potentially dilutive effect of the exchanged IAA options, IAA RSU awards and IAA PRSU awards.

The pro forma weighted average shares outstanding used to calculate pro forma basic and diluted net income per share attributable to common shareholders was not adjusted for the potential common shares to be issued to settle the cumulative dividend payments and allocated earnings attributable to the Preferred Shares as such amounts are assumed to be cash settled at the combined entity’s election for purposes of this unaudited pro forma condensed combined financial information. The impact to pro forma basic and diluted net income per share attributable to the combined entity’s common shareholders assuming share settlement of such amounts is not material.

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	For the year ended December 31, 2022
	(dollars in millions, except share and per share data)
Numerator:
Net income	$	283
Cumulative dividend related to the issuance of Series A Senior Preferred Shares		(27	)
Allocated earnings to participating securities		(9	)
Pro forma net income attributable to common stockholders	$	247
Denominator:
Historical Ritchie Bros. weighted average shares outstanding (basic)		110,781,282
Ritchie Bros. common shares to be issued to IAA stockholders pursuant to the Merger Agreement(1)		70,334,262
Ritchie Bros. common shares to be issued to holders of assumed IAA equity awards subject to post-closing vesting(2)		129,141
Common shares issued in connection with the Investment Transaction		251,163
Pro forma weighted average shares (basic)		181,495,848
Historical Ritchie Bros. weighted average shares outstanding (diluted)		111,886,025
Ritchie Bros. common shares to be issued to IAA stockholders pursuant to the Merger Agreement(1)		70,334,262
Ritchie Bros. common shares to be issued to holders of assumed IAA equity awards subject to post-closing vesting(2)		311,506
Common shares issued in connection with the Investment Transaction		251,163
Pro forma weighted average shares (diluted)		182,782,956
Pro forma net income per share attributable to common shares:
Basic	$	1.36
Diluted	$	1.35

(1) Includes the cancellation and exchange of all 133,859,057 issued and outstanding shares of IAA Common Stock (including 27,855 shares underlying IAA restricted stock awards), in addition to 59,992 shares underlying IAA phantom stock awards granted to non-employee directors based on the capitalization activity of IAA as of February 21, 2023, into $12.80 per share in cash, plus an aggregate of 70,334,262 Ritchie Bros. common shares.

(2) A total of 268,291 granted and outstanding unvested IAA RSU awards and 212,979 shares granted and outstanding of unvested IAA PRSU awards are cancelled and converted into 349,312 shares of Ritchie Bros. RSU awards. The number of such Ritchie Bros. RSU awards vested during the first 12 months after the Mergers are added to the historical basic Ritchie Bros. common shares outstanding. The weighted average impact to the number of shares added to the historical basic Ritchie Bros. common shares is not material.

7. Non-GAAP Measures

Below is a description of our unaudited pro forma non-GAAP financial measures. The pro forma non-GAAP metrics included in this offering circular have been prepared in accordance with Item 10 of Regulation S-K. We regularly review the following non-GAAP financial measures to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP or the unaudited pro forma financial information presented in this offering circular. Other companies may calculate these measures differently, limiting their usefulness as comparative measures. The pro forma non-GAAP measures are presented herein because these are important metrics used by management as one of the means by which it assesses acquisition targets. Moreover, they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

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The unaudited pro forma non-GAAP financial measures were derived from and should be read in conjunction with the following SEC filings and incorporated exhibits, which are incorporated by reference in this offering circular:

· the non-GAAP financial information of Ritchie Bros. as of and for the year ended December 31, 2022 set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Ritchie Bros.’ Annual Report on Form 10-K filed with the SEC on February 21, 2023; and

· the non-GAAP financial information as of and for the year ended January 1, 2023 included within Exhibit 99.1 of IAA’s Current Report (excluding any information and exhibits furnished under Item 2.02 or 7.01) on Form 8-K filed with the SEC on February 22, 2023.

Adjusted pro forma EBITDA and adjusted pro forma net income attributable to common stockholders have limitations as analytical measures, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that the non-GAAP measures:

· do not reflect interest income, interest expense or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us;

· exclude non-cash charges for depreciation of property, plant and equipment and amortization of intangible assets, and although the assets being depreciated and amortized may have to be replaced in the future, adjusted pro forma EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

· do not reflect acquisition costs, restructuring costs, litigation costs or other costs that we do not consider to be routine in nature for the ongoing financial performance of our business, which may represent a reduction in cash available to us;

· exclude non-cash charges for stock-based compensation expense, which is expected to continue to be part of our compensation strategy;

· do not reflect provisions for income taxes, which may represent a reduction in cash available to us.

Adjusted pro forma EBITDA is calculated by adding back depreciation and amortization, interest expense, income tax expense, and subtracting interest income from pro forma net income, as well as adding back share-based payments expense, acquisition-related costs, loss (gain) on disposition of property, plant and equipment and related costs, certain non-recurring advisory, legal and restructuring costs, change in fair value of derivatives, and the fair value adjustments related to contingent consideration. Certain historical adjustments which are included in IAA Adjusted EBITDA, and meet Ritchie Bros.’ definition, have been included and adjusted for in the adjusted pro forma EBITDA reconciliation below.

Adjusted pro forma net income attributable to common stockholders eliminates the financial impact of adjusting items from pro forma net income attributable to common stockholders that we do not consider to be part of our normal operating results, such as share-based payments expense, acquisition-related costs, amortization of acquired intangible assets, and loss (gain) on disposition of property, plant and equipment and related costs. Also adjusted were certain non-recurring advisory, legal and restructuring costs, the change in fair value of derivatives, loss on redemption and extinguishment of indebtedness and related interest expenses, and the fair value adjustments related to contingent consideration. Certain historical adjustments which are included in IAA’s adjusted net income, and meet Ritchie Bros. definition, have been included and adjusted for in the adjusted pro forma net income attributable to common stockholders reconciliation below.

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The following table reconciles adjusted pro forma EBITDA to pro forma net income, the most directly comparable pro forma financial measure:

	For the year ended December 31, 2022
	(dollars in millions)
Pro forma net income	$	283
Add: depreciation and amortization		393
Add: interest expense		277
Less: interest income(1)		(8	)
Add: income tax expense		52
Pro forma EBITDA	$	997
Share-based payment expense(2)		44
Acquisition-related costs		127
Non-recurring advisory, legal and restructuring costs(3)		8
Loss (gain) on disposition of property, plant and equipment and related costs(4)		(168	)
Change in fair value of derivatives		(1	)
Fair value adjustments related to contingent consideration(5)		5
Adjusted pro forma EBITDA	$	1,012

(1)	Includes $0.9 million of interest income for IAA for the year ended January 1, 2023.
(2)	Includes $7.0 million of pro forma IAA share-based payment expenses for the year ended January 1, 2023.
(3)	Includes $3.0 million of non-recurring IAA retention/severance costs and professional fees costs for the year ended January 1, 2023.
(4)	Includes $(1.0) million of IAA costs related to loss (gain) on disposition of property, plant and equipment for the year ended January 1, 2023.
(5)	Adjustment specific to IAA only activities for the period.

The following table reconciles adjusted pro forma net income attributable to common stockholders to pro forma net income attributable to common stockholders, the most directly comparable pro forma financial measure:

	For the year ended December 31, 2022
	(dollars in millions)
Pro forma net income attributable to common stockholders	$	247
Share-based payment expense		44
Acquisition-related costs		127
Amortization of acquired intangible assets(1)		285
Non-recurring advisory, legal and restructuring costs		8
Loss (Gain) on disposition on property, plant and equipment and related costs		(168	)
Loss on redemption and extinguishment of indebtedness and related interest expenses(2)		10
Change in fair value of derivatives		(1	)
Fair value adjustments related to contingent consideration		5
Related tax effects of the above		(86	)
Related allocation of the above to participating securities		(8	)
Adjusted pro forma net income attributable to common stockholders	$	463

(1) Includes the recognition of new amortization expense related to identifiable acquired assets based on the estimated fair values as of February 17, 2023.

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EX-99.2

Exhibit 99.2

  News Release

Ritchie Bros. Announces Senior Notes Offering to Partially Fund IAA Merger

VANCOUVER, BC – February 28, 2023 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.,” the “Company,” “we,” “us” or “our”), today announced that Ritchie Bros. Holdings Inc., a Washington corporation and wholly-owned subsidiary of Ritchie Bros. (the “Issuer”), intends to commence an offering for approximately (a) $550 million aggregate principal amount of senior secured notes due 2028 and (b) $800 million aggregate principal amount of senior notes due 2031 (collectively, the “Notes”), subject to market conditions.

Ritchie Bros. intends to use the net proceeds from the offering of the Notes, together with proceeds from its term loan A facility and cash from its balance sheet, to fund the cash portion of the consideration payable in the previously announced merger with IAA, Inc. and its subsidiaries (“IAA” and such transaction, the “Merger”), refinance IAA’s existing indebtedness, repay or refinance all of Ritchie Bros.’ indebtedness, including Ritchie Bros.’ existing 5.375% Senior Notes due 2025 (the “existing 2025 notes”), pay a one-time, special cash dividend to Ritchie Bros.’ shareholders¹ and pay related fees and expenses. This news release does not constitute a notice of redemption of the existing 2025 notes. The gross proceeds from the offering will be held in an escrow account pending the consummation of the Merger.

The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the U.S. 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 United States 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.

This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Ritchie Bros.

Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) is a global asset management and disposition company, offering customers end-to-end solutions for buying and selling used heavy equipment, trucks and other assets. Operating in a number of sectors, including construction, transportation, agriculture, energy, mining, and forestry, the Company’s selling channels include: Ritchie Bros. Auctioneers, the world’s largest industrial auctioneer offering live auction events with online bidding; IronPlanet, an online marketplace with weekly featured auctions and providing the exclusive IronClad Assurance® equipment condition certification; Marketplace-E, a controlled marketplace offering multiple price and timing options; Ritchie List, a self-serve listing service for North America; Mascus, a leading European online equipment listing service; Ritchie Bros. Private Treaty, offering privately negotiated sales; and sector-specific solutions GovPlanet, TruckPlanet, and Ritchie Bros. Energy. The Company’s suite of solutions also includes Ritchie Bros. Asset Solutions and Rouse Services LLC, which together provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system; SmartEquip, an innovative technology platform that supports customers’ management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; plus equipment financing and leasing through Ritchie Bros. Financial Services.

¹ Special dividend of $1.08 per share would be payable contingent upon closing of the Merger to Ritchie Bros. shareholders of record as of a pre-closing record date to be determined with consent of the TSX

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  News Release

Caution Regarding Forward Looking Statements

This news release contains information relating to a proposed business combination transaction between Ritchie Bros. and IAA. This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding the Issuer’s ability to consummate the proposed Notes offering, Ritchie Bros.’ ability to satisfy the conditions in the merger agreement and consummate the transactions on the anticipated timeline, or at all, the benefits and synergies of the Merger, future opportunities for the combined businesses of Ritchie Bros. and IAA, future financial and operational results, personnel matters and any other statements regarding events or developments that Ritchie Bros. believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.’ control, including risks and uncertainties related to: our ability to consummate this offering and the Merger and to satisfy the conditions to releasing the proceeds of this offering from escrow; our future strategy, objectives, targets, projections performance; our ability to drive shareholder value; potential growth and market opportunities; potential future mergers and acquisitions, including the proposed acquisition of IAA; our expected indebtedness in connection with the proposed acquisition of IAA; our ability to integrate potential acquisitions, including the Merger; our internet initiatives and the level of participation in our auctions by internet bidders, and the success of our online marketplaces; our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth and scale our operations; the impact of our new initiatives, services, investments and acquisitions on us and our customers; the severity, magnitude and duration of the COVID-19 pandemic and the direct and indirect impact of such pandemic, as well as responses to the pandemic by the government, business and consumers, on our operations and personnel, commercial activity and demand across our business and our customers’ businesses; the acquisition or disposition of properties; our future capital expenditures and returns on those expenditures; financing available to us from our credit facilities or other sources, our ability to refinance borrowings and the sufficiency of our working capital to meet our financial needs; our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our existing services and support additional value-added service offerings; the supply trend of equipment in the market and the anticipated price environment for late model equipment, as well as the resulting effect on our business and Gross Transaction Value (“GTV”); fluctuations in our quarterly revenues and operating performance resulting from the seasonality of our business; our compliance with all laws, rules, regulations, and requirements that affect our business; effects of various economic, financial, industry and market conditions or policies, including rising interest rates, inflation and the supply and demand for property, equipment or natural resources; the geopolitical situation in Eastern Europe in light of Russia’s invasion of Ukraine; the behavior of equipment pricing; the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and profitability; the effect of any currency exchange and interest rate fluctuations on our results of operations; the grant and satisfaction of equity awards pursuant to our compensation plans; any future declaration and payment of dividends, including the special dividend to be paid to our shareholders in connection with the Mergers, and the tax treatment of any such dividends; our ability to satisfy our present operating requirements and fund future growth through existing working capital, credit facilities and debt; our failure to realize the anticipated benefits of the Merger in the expected time frame or at all; our expectations with respect to the integration and results of operations of IAA and the impact of the Merger and this offering; as well as the risks and uncertainties set forth in Ritchie Bros.’ Annual Report on Form 10-K for the year ended December 31, 2022, which is available on the SEC, SEDAR, and Ritchie Bros.’ websites. The foregoing list is not exhaustive of the factors that may affect Ritchie Bros.’ forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and Ritchie Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.

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  News Release

No Offer or Solicitation

This news release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Additional Information and Where to Find It

In connection with the proposed IAA transaction, Ritchie Bros. filed with the SEC and applicable Canadian securities regulatory authorities a registration statement on Form S-4 to register the common shares of Ritchie Bros. to be issued in connection with the proposed IAA transaction on December 14, 2022 (the “Initial Registration Statement”), as amended by Amendment No. 1 to the Initial Registration Statement filed with the SEC and applicable Canadian security regulatory authorities on February 1, 2023 and Amendment No. 2 to the Initial Registration Statement filed with the SEC and applicable Canadian security regulatory authorities on February 9, 2023 (together with the Initial Registration Statement, the “Registration Statement”). The Registration Statement was declared effective by the SEC on February 10, 2023. The Registration Statement includes a joint proxy statement/prospectus which will be sent to the shareholders of Ritchie Bros. and stockholders of IAA seeking their approval of their respective transaction-related proposals. Each of Ritchie Bros. and IAA may also file other relevant documents with the SEC and/or applicable Canadian securities regulatory authorities regarding the proposed IAA transaction. This document is not a substitute for the proxy statement/prospectus or Registration Statement or any other document that Ritchie Bros. or IAA may file with the SEC and/or applicable Canadian securities regulatory authorities. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES IN CONNECTION WITH THE PROPOSED IAA TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RITCHIE BROS., IAA AND THE PROPOSED IAA TRANSACTION.

Investors and security holders may obtain copies of these documents (when they are available) free of charge through the website maintained by the SEC at www.sec.gov, SEDAR at www.sedar.com or from Ritchie Bros. at its website, investor.ritchiebros.com, or from IAA at its website, investors.iaai.com. Documents filed with the SEC and applicable Canadian securities regulatory authorities by Ritchie Bros. (when they are available) will be available free of charge by accessing Ritchie Bros.’ website at investor.ritchiebros.com under the heading Financials/SEC Filings, or, alternatively, by directing a request by telephone or mail to Ritchie Bros. at 9500 Glenlyon Parkway, Burnaby, BC, V5J 0C6, Canada, and documents filed with the SEC by IAA (when they are available) will be available free of charge by accessing IAA’s website at investors.iaai.com or by contacting IAA’s Investor Relations at investors@iaai.com.

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  News Release

Participants in the Solicitation

Ritchie Bros. and IAA, certain of their respective directors and executive officers and other members of management and employees, and Jeffrey C. Smith and potentially other employees of Starboard Value LP and certain of its affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of Ritchie Bros. and IAA in respect of the proposed IAA transaction under the rules of the SEC. Information about Ritchie Bros.’ directors and executive officers is available in Ritchie Bros.’ definitive proxy statement on Schedule 14A for its 2022 Annual Meeting of Shareholders, which was filed with the SEC and applicable Canadian securities regulatory authorities on March 15, 2022, and certain of its Current Reports on Form 8-K. Information about IAA’s directors and executive officers is available in IAA’s definitive proxy statement on Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2022, and certain of its Current Reports on Form 8-K. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, including information with respect to Mr. Smith, are contained or will be contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC and applicable Canadian securities regulatory authorities regarding the proposed IAA transaction when they become available. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Ritchie Bros. or IAA free of charge using the sources indicated above.

For more information, please contact:

Ian Malinski

Media Relations Manager

+1.778.331.5432

CorpComm@rbauction.com

For investor inquiries, please contact:

Sameer Rathod

Vice President, Investor Relations & Market Intelligence

+1.510.381.7584

srathod@ritchiebros.com

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