UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
On March 20, 2023, Ritchie Bros. Auctioneers Incorporated (the “Company”) completed its previously announced acquisition of IAA, Inc. (“IAA”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2022 and amended as of January 22, 2023 (the “Merger Agreement”), by and among the Company, Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of the Company (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”), and IAA. Pursuant to the terms of the Merger Agreement, (i) Merger Sub 1 merged with and into IAA (the “First Merger”), with IAA surviving as an indirect wholly owned subsidiary of the Company and a direct wholly owned subsidiary of US Holdings (the “Surviving Corporation”) and (ii) immediately following the consummation of the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (together with the First Merger, the “Mergers”), with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings. Upon consummation of the Mergers, the Company issued approximately 70,339,723 common shares, without par value, of RBA (the “RBA Common Shares”) and paid approximately $1.7 billion in cash in the Mergers. As of the close of business on March 29, 2023, there were 181,788,431 RBA Common Shares outstanding.
On March 21, 2023, the Company filed a Current Report on Form 8-K (the “Initial 8-K”) with the U.S. Securities and Exchange Commission to report the completion of the transactions contemplated by the Merger Agreement and other related matters. This amendment to the Initial 8-K amends Item 9.01 of the Initial 8-K and provides the historical financial information required pursuant to Item 9.01(a) of Form 8-K and the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K. Except for the foregoing, no other changes have been made to the Initial 8-K.
The unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K are presented for illustrative purposes only, contain a variety of adjustments, assumptions and estimates, and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the Mergers been completed on the dates indicated. The combined company’s actual results and financial position after the Mergers may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this amendment to the Initial Form 8-K. Important factors that may affect actual results include, but are not limited to, risks and uncertainties relating to the Company’s or IAA’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, and general business and economic conditions.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of IAA as of and for the fiscal years ended January 1, 2023 and January 2, 2022 and accompanying notes are included as Exhibit 99.1 hereto and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The following Unaudited Pro Forma Condensed Combined Financial Information required pursuant to Item 9.01(b) of Form 8-K are included as Exhibit 99.2 hereto and are incorporated herein by reference:
| (i) | Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022. |
| (ii) | Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2022. |
| (iii) | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(c) Exhibits.
| Exhibit No. |
Description | |
| 23.1 | Consent of KPMG LLP | |
| 99.1 | Audited consolidated financial statements of IAA as of and for the fiscal years ended January 1, 2023 and January 2, 2022 and the related notes thereto | |
| 99.2 | Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022, Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2022 and related notes thereto | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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.
| Date: April 4, 2023 | RITCHIE BROS. AUCTIONEERS INCORPORATED | |
|
By: |
/s/ Darren Watt | |
| Darren Watt | ||
| Senior Vice President & General Counsel | ||