On May 31, 2017, Ritchie Bros. Auctioneers Incorporated (Ritchie Bros.), the world’s largest industrial auctioneer and leading equipment distributor, completed its previously announced acquisition of IronPlanet, a leading online marketplace for heavy equipment and other durable assets. Ritchie Bros. acquired IronPlanet for approximately US$758.5 million after receiving unconditional antitrust clearance from the US Department of Justice.
The acquisition was financed by the net proceeds from a US$500 million private placement of its 5.37-per-cent senior notes due 2025 and US$325 million of a delayed-draw term loan.
As a part of this acquisition, Ritchie Bros. also entered into an initial five-year strategic alliance with Caterpillar, Inc. Under the alliance, Ritchie Bros. will become Caterpillar’s preferred global partner for live onsite and online auctions for used Cat equipment, and will complement existing offerings within Cat dealer channels.
Ritchie Bros. was represented by Darren Watt, Ranj Sangra and Ryan Welsh of their Vancouver-based internal legal group.
Skadden, Arps, Slate, Meagher & Flom LLP acted as lead counsel to Ritchie Bros. with a team that included Margaret Brown, Adam King and Nathaniel Adams (M&A), Cliff Gross, Paul Schockett and Jared Binstock (tax), Kristine Dunn and David Kitchen (banking), Gregg Noel and Robert Goldstein (corporate finance), and Joseph Penko and Timothy Nelson (executive compensation and benefits).
Dechert LLP represented Ritchie Bros. as US special antitrust counsel with a team that included James Fishkin, Rani Habash and Konstantin Medvedovsky.
Lawson Lundell LLP acted as Canadian counsel to Ritchie Bros. with respect to debt facility and corporate matters with a team that included Mandeep Dhaliwal, Jyotika Reddy and Andrew Robertson.
Dorsey & Whitney LLP acted as US securities counsel to Ritchie Bros. with a team that included Chris Doerksen, Ryan Brady, Clint Foss and Randal Jones.
McCarthy Tétrault LLP acted as Canadian securities and tax counsel to Ritchie Bros. with a team that included David Frost, Christopher Falk and Claire Sung.
Osler, Hoskin & Harcourt LLP acted as Canadian counsel to the initial purchasers with a team that included Michael Hart, Rob Lando, Michael Sherman and Greg Wylie.
IronPlanet was represented by Doug Feick of its internal legal group.
Orrick, Herrington & Sutcliffe LLP acted as lead M&A counsel to IronPlanet. The Orrick team was led by partners Richard Smith, Garret Rasmussen, Steve Malvey and Nancy Chen. The team was also backed by Pat Zeigler, Daniel Yost, Harry Clark, Douglas Lahnborg and Matt Rose, as well as Chris Trester, Michael Yang, Tim Greene, Patrick Ekeruo, Scott Pearsall and Nancy Dailey, Kimberly Loocke, Greg Hume, Conner Pine and Lynne Hirata.