--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-034674" form_type: "8-K" ticker: null cik: "0001745041" company_name: "IAA, Inc." filed_at: "2023-03-21T23:59:59+00:00" generated_at: "2026-06-17T22:22:34.861184+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Ritchie Bros. completes acquisition of IAA; shareholders receive 0.5252 RBA shares + $12.80 cash per share ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-034674 - form_type: 8-K - cik: 0001745041 - company_name: IAA, Inc. - filed_at: 2023-03-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 1.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/tm2310114d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-034674 - JSON: https://secwatch.observer/filing/0001104659-23-034674.json - Plain text: https://secwatch.observer/filing/0001104659-23-034674.txt ## Key facts - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Brian Bales resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Peter Kamin resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change John W. Kett resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Susan Healy departed as Named Executive Officer at IAA, Inc.. - Action: ceased serving - Role: Named Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Michael Sieger resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Lynn Jolliffe resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change William Breslin resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Olaf Kastner resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Sidney Peryar departed as Named Executive Officer at IAA, Inc.. - Action: ceased serving - Role: Named Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Maju Abraham departed as Named Executive Officer at IAA, Inc.. - Action: ceased serving - Role: Named Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Sue Gove resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change John P. Larson resigned as Director at IAA, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Executive change Tim O'Day departed as Named Executive Officer at IAA, Inc.. - Action: ceased serving - Role: Named Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm - Governance Changes IAA, Inc.: Organizational documents amended due to merger; company renamed to IAA Holdings, LLC. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1745041/000110465923034674/0001104659-23-034674-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.