--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-034673" form_type: "8-K" ticker: "RBA" cik: "0001046102" company_name: "RB GLOBAL INC." filed_at: "2023-03-21T23:59:59+00:00" generated_at: "2026-06-17T21:58:56.646559+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Ritchie Bros. closes $1.7B+ cash-and-stock acquisition of IAA, creating combined marketplace ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-034673 - form_type: 8-K - ticker: RBA - cik: 0001046102 - company_name: RB GLOBAL INC. - filed_at: 2023-03-21T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.03, 1.02, 2.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/tm239976d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-034673 - JSON: https://secwatch.observer/filing/0001104659-23-034673.json - Plain text: https://secwatch.observer/filing/0001104659-23-034673.txt ## Key facts - Debt Financings 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 source text: US Holdings issued $800.0 million aggregate principal amount of 7.750% Senior Notes due 2031 evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Debt Financings 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 source text: US Holdings issued $550.0 million aggregate principal amount of 6.750% Senior Secured Notes due 2028 evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change Christopher Zimmerman resigned as Director at RB GLOBAL INC.. - Action: resigned - Role: Director source text: the Board received letters of resignation from each of Mahesh Shah and Christopher Zimmerman, resigning from the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change Timothy O'Day was appointed as Director at RB GLOBAL INC.. - Action: appointed - Role: Director source text: the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change Brian Bales was appointed as Director at RB GLOBAL INC.. - Action: appointed - Role: Director source text: the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change William Breslin was appointed as Director at RB GLOBAL INC.. - Action: appointed - Role: Director source text: the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change Mahesh Shah resigned as Director at RB GLOBAL INC.. - Action: resigned - Role: Director source text: the Board received letters of resignation from each of Mahesh Shah and Christopher Zimmerman, resigning from the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - Executive change Michael Sieger was appointed as Director at RB GLOBAL INC.. - Action: appointed - Role: Director source text: the Board appointed each of Brian Bales, William Breslin, Timothy O’Day and Michael Sieger to the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1046102/000110465923034673/0001104659-23-034673-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.