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Contingencies
3 Months Ended
Mar. 31, 2017
Contingencies [Abstract]  
Contingencies

21.   Contingencies

Costs contingent on consummation of IronPlanet acquisition

On August 29, 2016, the Company entered into a Merger Agreement pursuant to which it agreed to acquire IronPlanet (the “Merger”). Under the terms of Merger Agreement, the Company will acquire 100% of the equity of IronPlanet for approximately $740,000,000 in cash plus the assumption of unvested equity interests in IronPlanet, subject to adjustment, which brings the total transaction value to approximately $758,500,000. The Merger is subject to customary conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the obtaining of certain foreign antitrust clearances, and (ii) the Committee on Foreign Investment in the United States having provided written notice to the effect that review of the transactions contemplated by the Merger Agreement has been concluded and has terminated all action under the Section 721 of the Defence Production Act of 1950, as amended.



Debt issue costs

In connection with the execution of the Merger Agreement, the Company obtained the Commitment Letter, dated August 29, 2016, from Goldman Sachs Bank USA (“GS Bank”) pursuant to which GS Bank committed to providing a $150,000,000 senior secured revolving credit facility and an $850,000,000 senior unsecured bridge loan facility. These facilities were available until the Company entered into the syndicated credit facility and issued the senior unsecured notes. Consideration for GS Bank’s services in this regard include one-time fees totalling $13,750,000 that are contingent upon consummation of the Merger. These debt issue costs have not been recognized at March 31, 2017.



21.   Contingencies (continued)

Advisory costs

The Company has entered into various contractual arrangements with Goldman, Sachs & Co. and GS Bank (together, “Goldman Sachs”) whereby Goldman Sachs has provided financial structuring and acquisition advisory services in relation to the Company’s agreement to acquire IronPlanet. Consideration for Goldman Sach’s services in this regard, for which the maximum amount payable by the Company at March 31, 2017 is $8,625,000, is contingent upon consummation of the Merger. These advisory costs have not been recognized at March 31, 2017. They will be expensed as acquisition-related costs when they are recognized.



Legal and other claims

The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s balance sheet or income statement.



Guarantee contracts

In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.



At  March 31, 2017 there was $50,657,000 of industrial assets guaranteed under contract, of which 100% is expected to be sold prior to the end of June 2017  (December 31, 2016:  $3,813,000 of which 100% was expected to be sold prior to the end of March 2017).



At March  31, 2017 there was $11,638,000 of agricultural assets guaranteed under contract, of which 85% is expected to be sold prior to the end of June 2017, with the remainder to be sold by the end of November 2017  (December 31, 2016:  $11,415,000 of which 100% was expected to be sold prior to the end of July 2017).

The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.