8-K
filed March 21, 2023, 7:59 PM ET
ticker RBA
CIK 0001046102
M&A
confidence high
sentiment positive
materiality 0.95
RB GLOBAL INC. (RBA): M&A transaction — Ritchie Bros. closes $1.7B+ cash-and-stock acquisition of IAA, creating combined marketplace
RB GLOBAL INC.
- RBA delivers ~70.3M common shares and ~$1.7B cash to former IAA stockholders; each IAA share exchanged for $12.80 cash plus 0.5252 RBA shares.
- Financing includes $550M 6.75% Senior Secured Notes due 2028 and $800M 7.75% Senior Notes due 2031; existing 5.375% notes redeemed March 20.
- Board expanded from 10 to 12 members; Brian Bales, William Breslin, Tim O'Day and Michael Sieger appointed; Mahesh Shah and Chris Zimmerman resigned.
- Special cash dividend of $1.08 per RBA common share declared, payable March 28, 2023 to holders of record March 17, conditional on closing.
- IAA common stock ceased trading on NYSE as of March 20, 2023.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
RB GLOBAL INC. incurred senior notes of $800.0 million aggregate principal amount with US Bank, as trustee at 7.750% maturing due 2031.
- Instrument
- senior notes
- Principal
- $800.0 million aggregate principal amount
- Counterparty
- US Bank, as trustee
- Rate
- 7.750%
- Maturity
- due 2031
- Event
- incurrence
Exact text from the filing
US Holdings issued $800.0 million aggregate principal amount of 7.750% Senior Notes due 2031
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
RB GLOBAL INC. incurred senior notes of $550.0 million aggregate principal amount with US Bank, as trustee at 6.750% maturing due 2028.
- Instrument
- senior notes
- Principal
- $550.0 million aggregate principal amount
- Counterparty
- US Bank, as trustee
- Rate
- 6.750%
- Maturity
- due 2028
- Event
- incurrence
Exact text from the filing
US Holdings issued $550.0 million aggregate principal amount of 6.750% Senior Secured Notes due 2028
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Zimmerman resigned as Director at RB GLOBAL INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
the Board received letters of resignation from each of Mahesh Shah and Christopher Zimmerman, resigning from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy O'Day was appointed as Director at RB GLOBAL INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Bales was appointed as Director at RB GLOBAL INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Breslin was appointed as Director at RB GLOBAL INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mahesh Shah resigned as Director at RB GLOBAL INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
the Board received letters of resignation from each of Mahesh Shah and Christopher Zimmerman, resigning from the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Sieger was appointed as Director at RB GLOBAL INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
RB GLOBAL INC. completed an acquisition involving IAA, Inc. for 0.5252 of a common share of RBA and $12.80 in cash per IAA share (closed 2023-03-20).
- Action
- acquisition
- Counterparty
- IAA, Inc.
- Consideration
- 0.5252 of a common share of RBA and $12.80 in cash per IAA share
- Closing
- 2023-03-20
Exact text from the filing
ub 2”), and IAA, Inc., a Delaware corporation (“IAA”). (“Merger Sub 1”), Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger
View on SEC.gov
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