8-K
filed March 21, 2023, 7:59 PM ET
CIK 0001745041
M&A
confidence high
sentiment neutral
materiality 1.00
Ritchie Bros. completes acquisition of IAA; shareholders receive 0.5252 RBA shares + $12.80 cash per share
IAA, Inc.
- IAA stockholders receive approx. 70.3M RBA common shares and ~$1.7B in cash.
- IAA's $500M 5.500% Senior Notes due 2027 redeemed at 102.75% of par plus accrued interest.
- All IAA directors resigned; Brian Bales, William Breslin, Michael Sieger, Timothy O'Day appointed to RBA board.
- IAA ceases to exist; surviving entity renamed IAA Holdings, LLC and becomes wholly owned by RBA's US Holdings.
- IAA common stock delisted from NYSE effective March 20, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.9
Eric Jacobs was appointed as Member of the Board of Managers of the Surviving LLC at IAA, Inc..
- Action
- appointed
- Role
- Member of the Board of Managers of the Surviving LLC
Exact text from the filing
Eric Jacobs, Chief Financial Officer of RBA, and James Kessler, President and Chief Operating Officer of RBA, became members of the board of managers of the Surviving LLC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Bales resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Kamin resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John W. Kett resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Healy departed as Named Executive Officer at IAA, Inc..
- Action
- ceased serving
- Role
- Named Executive Officer
Exact text from the filing
each of IAA’s named executive officers, consisting of John W. Kett, Susan Healy, Tim O’Day, Sidney Peryar and Maju Abraham, ceased serving as executive officers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Sieger resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lynn Jolliffe resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Breslin resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Olaf Kastner resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sidney Peryar departed as Named Executive Officer at IAA, Inc..
- Action
- ceased serving
- Role
- Named Executive Officer
Exact text from the filing
each of IAA’s named executive officers, consisting of John W. Kett, Susan Healy, Tim O’Day, Sidney Peryar and Maju Abraham, ceased serving as executive officers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maju Abraham departed as Named Executive Officer at IAA, Inc..
- Action
- ceased serving
- Role
- Named Executive Officer
Exact text from the filing
each of IAA’s named executive officers, consisting of John W. Kett, Susan Healy, Tim O’Day, Sidney Peryar and Maju Abraham, ceased serving as executive officers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sue Gove resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
James Kessler was appointed as Member of the Board of Managers of the Surviving LLC at IAA, Inc..
- Action
- appointed
- Role
- Member of the Board of Managers of the Surviving LLC
Exact text from the filing
Eric Jacobs, Chief Financial Officer of RBA, and James Kessler, President and Chief Operating Officer of RBA, became members of the board of managers of the Surviving LLC
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John P. Larson resigned as Director at IAA, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tim O'Day departed as Named Executive Officer at IAA, Inc..
- Action
- ceased serving
- Role
- Named Executive Officer
Exact text from the filing
each of IAA’s named executive officers, consisting of John W. Kett, Susan Healy, Tim O’Day, Sidney Peryar and Maju Abraham, ceased serving as executive officers
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
IAA, Inc.: Organizational documents amended due to merger; company renamed to IAA Holdings, LLC.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, following the consummation of the Second Merger, IAA ceased to exist and the Surviving LLC continued as the surviving entity, and the organizational documents of Merger Sub 2 in effect immediately prior to the consummation of the Second Merger became the organizational documents of the Surviving LLC (amended so that the name of the Surviving LLC is IAA Holdings, LLC), which are attached hereto as Exhibit 3.1 and Exhibit 3.2 respectively and incorporated by reference in this Item 5.03.
View on SEC.gov
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