SEC Comment Letter 0000000000-23-001292 to RB GLOBAL INC. (RBA)
RB GLOBAL INC.
Date: Feb. 8, 2023 · CIK: 0001046102 · Accession: 0000000000-23-001292
AI Filing Summary & Sentiment
File numbers found in text: 333-268787
Letter
United States securities and exchange commission logo February 8, 2023 Lisa Haddad Partner Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Re:Ritchie Bros. Auctioneers Incorporated Amended Registration Statement on Form S-4 Filed February 1, 2023 File No. 333-268787 Dear Lisa Haddad: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-4 Background of the Mergers, page 67 1.We note that you first disclose information about the transaction with Starboard on December 14, 2022 and that until January 22, 2023 there is no description of any discussions or negotiations with Starboard or any description of the board or management being involved any such negotiations. Please provide additional information about the negotiations with Starboard and the board and management's actions in that respect. RBA's Reasons for the Mergers and Recommendation of the RBA Board, page 91 2.Please revise your disclosure to describe what, if any, consideration the RBA board gave to Starboard's investment and the appointment of a Starboard representative to the RBA board in determining that the merger, RBA share issuance and other related
FirstName LastNameLisa Haddad Comapany NameGoodwin Procter LLP February 8, 2023 Page 2 FirstName LastName Lisa Haddad Goodwin Procter LLP February 8, 2023 Page 2 transactions were in the best interests of RBA and its shareholders and resolved to recommend that RBA shareholders approve the RBA share issuance at the RBA special meeting. 3.On a related note, please disclose whether the RBA board requested that Goldman Sachs or Guggenheim Securities include the Starboard transaction in their analyses to determine whether the merger consideration to be paid by RBA for each share of IAA common stock pursuant to the merger agreement was fair from a financial point of view to RBA. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Dan Duchovny at (202) 551-3619 if you have questions regarding our comments. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions cc: Lisa Haddad
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United States securities and exchange commission logo
February 8, 2023
Lisa Haddad
Partner
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Re:Ritchie Bros. Auctioneers Incorporated
Amended Registration Statement on Form S-4
Filed February 1, 2023
File No. 333-268787
Dear Lisa Haddad:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Background of the Mergers, page 67
1.We note that you first disclose information about the transaction with Starboard on
December 14, 2022 and that until January 22, 2023 there is no description of any
discussions or negotiations with Starboard or any description of the board or management
being involved any such negotiations. Please provide additional information about the
negotiations with Starboard and the board and management's actions in that respect.
RBA's Reasons for the Mergers and Recommendation of the RBA Board, page 91
2.Please revise your disclosure to describe what, if any, consideration the RBA board gave
to Starboard's investment and the appointment of a Starboard representative to the RBA
board in determining that the merger, RBA share issuance and other related
FirstName LastNameLisa Haddad
Comapany NameGoodwin Procter LLP
February 8, 2023 Page 2
FirstName LastName
Lisa Haddad
Goodwin Procter LLP
February 8, 2023
Page 2
transactions were in the best interests of RBA and its shareholders and resolved to
recommend that RBA shareholders approve the RBA share issuance at the RBA special
meeting.
3.On a related note, please disclose whether the RBA board requested that Goldman Sachs
or Guggenheim Securities include the Starboard transaction in their analyses to determine
whether the merger consideration to be paid by RBA for each share of IAA common stock
pursuant to the merger agreement was fair from a financial point of view to RBA.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Dan Duchovny at (202) 551-3619 if you have questions regarding our
comments.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions
cc: Lisa Haddad