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Ritchie Bros. to Acquire IAA

Creating a Leading Global Marketplace for Commercial Assets and Vehicles

Ritchie Bros. Auctioneers Incorporated and IAA Inc. have announced that they have entered into a definitive agreement under which Ritchie Bros. will acquire IAA in a stock and cash transaction valued at approximately $7.3 billion including the assumption of $1.0 billion of net debt.1

IAA is a leading global digital marketplace connecting vehicle buyers and sellers, and the transaction will diversify Ritchie Bros.’ customer base by providing the company with a significant presence in the vehicle remarketing vertical that has strong industry fundamentals with proven secular growth.

The combination will accelerate Ritchie Bros.’ growth and strategic vision to create a next-generation global marketplace for commercial assets and vehicles, supported by advanced technologies and data analytics.

“IAA accelerates our journey to become the trusted global marketplace for insights, services and transaction solutions.” said Ann Fandozzi, CEO of Ritchie Bros.

1 Based on IAA reported balance sheet as of October 2, 2022

About IAA

  • Expansive omnichannel digital marketplace connecting buyers and sellers
  • Strong global relationships with insurance carriers, leading dealerships, fleet lease and rental car companies, and charitable organizations
  • Multiple bidding / buying digital channels, innovative vehicle merchandising, and efficient evaluation services
  • Comprehensive suite of commerce, logistics and vehicle-processing services as part of its ability to increasingly function as a "one-stop shop" for vehicle sellers and buyers
  • 210 facilities globally with a significant presence in the U.S., Canada, and Europe, and is headquartered in the Chicago, Illinois

$8.6bn

LTM1 Total GTV

$2.1bn

LTM1 Revenue

$540mm

LTM1 Adjusted EBITDA2

~2.3mm

Vehicles Sold (FY2021)

100%

Vehicles Offered Online

~4,400

Employees (FY2021)

1Represents the LTM period as of October 2, 2022
2IAA Reported Adjusted EBITDA

A Compelling Strategic Rationale

Drive Customer Experience & Engagement

  • Merge aligned customer-centric cultures supported by comprehensive tech-enabled solutions
  • Utilize yard network to improve customer proximity, driving best-in-class service and strengthened agility during catastrophic events

Enhance Innovation & Growth

  • Leverage combined scale to optimize technology investments and develop new solution offerings
  • Combine best-of-the-best marketplace capabilities for cross-sell opportunities across customer base

Increase Scale & Diversification

  • Pro forma GTV1 in excess of $14.5bn, Revenue1 of ~$3.8bn and Adj. EBITDA1,2 of ~$1bn
  • Accelerate sector and customer diversification for enhanced revenue resilience and stability across economic cycles

Achieve Significant Synergies

  • $100-$120+ million of annual run-rate cost synergies by the end of 2025
  • Improve investment returns through efficiencies in combined future geographic expansion and technology platforms

1 Represents the LTM period as of September 30, 2022 for Ritchie Bros. and October 2, 2022 for IAA
2 Equivalent to Ritchie Bros. Adjusted EBITDA

Value Enhancing for All Stakeholders

Customers

Customers

  • Increased scale and faster innovation enhance customer experience
  • Additional services with improved insights
Employees

Employees

  • Shared customer-centric values and focused on innovation
  • New growth and development opportunities
Communities

Communities

  • Local hiring of talent promotes growth and prosperity of economies / communities near yard sites
  • ESG-friendly online transactions enable selling direct from yards, eliminating transportation to facilities and reducing carbon emissions
Stockholders

Stockholders

  • Accelerated growth and more resilient business model
  • Expected to be accretive to adjusted earnings per share post-close and to achieve $100-$120+mm in annual run-rate cost synergies by the end of 2025
  • Committed to deleveraging post-close and preservation of strategic and financial flexibility

Creating a Scalable, Global Leader to Drive Significant Stockholder Value

1

Combines Highly Complementary Businesses Operating in Adjacent Verticals to Unlock Accelerated Growth

2

Accelerates Scale and Diversifies Business Through Expansion into the Growing and Resilient Vehicle Market with a Proven Leader and Pro Forma LTM¹ Gross Transaction Value of Approximately $14.5 Billion

3

Expected to be Accretive to Adjusted Earnings Per Share Post-Close and to Achieve $100-$120+mm in Annual Run-Rate Cost Synergies by the end of 2025

Source: Ritchie Bros. and IAA management financial estimates
1 Represents the LTM period as of September 30, 2022 for Ritchie Bros. and October 2, 2022 for IAA