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February 22, 2023
Joshua Apfelroth
Partner
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Re:Ritchie Bros Auctioneers Inc.
Definitive Additional Soliciting Materials
Filed February 17, 2023 by Luxor Capital Group, LP et. al.
File No. 001-13425
Dear Joshua Apfelroth:
            We have reviewed your filing and have the following 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
RBA Shareholders Presentation
1.We note, in slide 9, that you state that “if the deal is voted down, RBA stock will
soar.” The inclusion of valuations in soliciting materials is only appropriate and consonant
with Rule 14a-9 when made in good faith and on a reasonable basis and where
accompanied by disclosure which facilities shareholders’ understanding of the basis for
and the limitations on the projected realizable values.  See Exchange Act Release No.
16833 (May 23, 1980).  Please provide us with your analysis supporting your statement
and confirm that in future filings in which you provide similar disclosure you will include
a similar analysis. To the extent the information in slide 26 provides support for your
statement, please provide us with support for slide 26.
2.You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation

 FirstName LastNameJoshua Apfelroth
 Comapany NameProskauer Rose LLP
 February 22, 2023 Page 2
 FirstName LastName
Joshua Apfelroth
Proskauer Rose LLP
February 22, 2023
Page 2
for your statements listed below. In this regard, note that the factual foundation for such
assertions must be reasonable. Refer to Rule 14a-9.

•Slide 12: your page header: "Fabricated forecast used by RBA management to
manipulate and shortchange RBA investors" and the last bullet point in the slide.
•Slide 74: the fourth bullet point.
3.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.  We note your disclosure, on slide 12, stating “if RBA had used
its original forecast, based on their advisors’ methodology, its Board would not have been
able to obtain the fairness opinions.”
4.Please provide us support for your disclosure about the four investment banks’ analyses,
including their names.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Dan Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions