Ritchie Bros. closed an amendment to its credit agreement with a syndicate of lenders pursuant to which, among other things, Ritchie Bros. obtained:

• Amendments to the facility to specifically permit the proposed merger with IAA, including upsizing various covenant baskets upon the closing date of the proposed IAA merger to reflect the size and needs of the combined company
• Commitments for a term loan A facility in an aggregate principal amount of up to $1.825 billion to be used to finance the proposed IAA merger
• The ability to borrow up to $200 million of a revolving facility on a limited conditionality basis to finance the proposed IAA merger

The amendment also allowed Ritchie Bros. to permanently terminate the previously announced backstop senior secured revolving credit commitments in their entirety and reduce the previously announced senior secured bridge facility commitments by the amount of the term loan A facility and the amount of existing term loans under Ritchie Bros.’ existing credit agreement.

“We are very pleased to have the continued support of our lending partners with this amendment of our credit facility,” Eric Jacobs, CFO of Ritchie Bros. said. “The amended facility highlights the strong support from our lenders for our business strategy and management team. The amended credit facility is another step forward towards closing the proposed IAA merger.”

BofA Securities, RBC Capital Markets, Goldman Sachs and Wells Fargo Securities served as joint bookrunners for the agreement. BofA Securities, RBC Capital Markets, Goldman Sachs, Wells Fargo Securities, The Bank of Nova Scotia and Export Development Canada served as joint lead arrangers. Royal Bank of Canada, Goldman Sachs, Canadian Imperial Bank of Commerce, Export Development Canada, HSBC Bank Canada, MUFG Bank, The Bank of Nova Scotia, U.S. Bank, Wells Fargo and Truist Bank served as co-syndication agents. Bank of Montreal, Citizens Bank, Desjardins, TD Bank and Westpac Banking Corporation served as co-documentation agents.