Rb Global, Inc. · TSX:RBA
Rb Global — Proxy Contest (March 2023)
81 slides from Rb Global's proxy contest presentation, Mar 3, 2023
Slide 1: Investor Update: Ritchie Bros.' Acquisition of IAA
Investor Update Ritchie Bros.’ Acquisition of IAA February 22, 2023
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements This presentation contains information relating to a proposed business combination transaction between Ritchie Bros. Auctioneers Incorporated (“RBA”) and IAA, Inc. (“IAA”) in addition to information relating to the investment into RBA by Starboar
Slide 3: Additional Disclaimers
Additional Disclaimers No Offer or Solicitation This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securi
Slide 4: Additional Disclaimers
Additional Disclaimers Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, adjusted net income, adjusted net debt, and free cash flow. These non-GAAP financial measures are not calculated in acco
Slide 5: Additional Disclaimers
Additional Disclaimers Accordingly, RBA cannot assure readers that the Forecasts are necessarily predictive of the future performance of RBA, IAA or the combined company or that actual results will not differ materially from those presented in the Forecasts. Additionally, the Forecasts cover a numbe
Slide 6: Accelerating Value Creation for Shareholders
+ : Accelerating Value Creation for Shareholders Significant Value Creation Accretive to adj. EPS, revenue growth, EBITDA margin and free cash flow based on anticipated cost synergies and Upside Potential alone; expected rapid deleveraging to a targeted leverage ratio of 2.0x2 within 24 months 1 B
Slide 7: Significant Value Creation and Upside Potential Beyond the Standalone Strategic Plan
Significant Value Creation and Upside Potential Beyond the Standalone Strategic Plan 1
Slide 8: The Combination Drives Significantly More Shareholder Value Creation Potential
Value The Combination Drives Significantly More Shareholder Value Creation Potential Creation Than the Already Attractive Standalone Opportunity 1 Value Creation Opportunity Illustrative Pro Forma Synergy Value per Share2 $100-120m+ clearly identified run- A Cost Syngs. Only B Cost Syngs. + Illustra
Slide 9: Identified and Highly-Realizable Cost Synergies of $100-120M+
Value Creation A Identified and Highly-Realizable Cost Synergies of $100-120M+ 1 Near-Term Focus on “Quick Wins” to Confidence In Our Initial Cost Synergy Estimates with High Drive Near-Term Value Creation Visibility on Expected Time-To-Achieve1 Opportunity Key Components Estimated Sizing2 Consoli
Slide 10: Incremental Growth Opportunities Drive Potential for Substantial Additional Value
Value Creation B Incremental Growth Opportunities Drive Potential for Substantial Additional Value 1 Opportunity Description Potential Drivers of Estimated EBITDA Opportunity Range ($M) Announced Cost Synergies • Removal of duplicative costs and functions across combined company $100 $120+ Grow Dome
Slide 11: Integration Planning is Going Well
Value Integration Planning is Going Well… IAA and RBA Teams Have Begun Execution Creation B Planning for Opportunities 1 Integration planning is well underway with goal across all of these areas to have detailed execution plans and accountable owners in place for day 1 post-close Example Opportunity
Slide 12: Combination Enhances RBA's Financial Profile With Cost Synergies Alone
Value Creation C Combination Enhances RBA’s Financial Profile With Cost Synergies Alone… 1 Estimated Estimated RBA Standalone Pro Forma w/ Cost Synergies ~$2.5B Accretive to $5.1B1 Revenue $2.2B 1 Growth cumulative free cash flow ‘23E – '26E CAGR 8% 9% forecasted for next four years2 1 Accretive to
Slide 13: …And Enables Rapid Deleveraging
Value Creation C …And Enables Rapid Deleveraging 1 RBA management remains committed to returning incremental capital to shareholders once at an appropriate leverage level Pro Forma Net Debt1 / Adj. EBITDA2 Capital Allocation Outlook Incremental growth opportunities represent an additional Pro Forma
Slide 14: Enhanced Pro Forma Financial Profile Provides Significant Opportunity for Re-Rating
Value Enhanced Pro Forma Financial Profile Provides Significant Opportunity for Creation C Re-Rating 1 Unaffected EV / NTM EBITDA Multiple1 Key Observations 26.0 x Average Historical EV / NTM EBITDA Multiple • IAA’s 2-year average EBITDA RBA IAA Blend Undisturbed: 16.2 x 11.0 x 13.3 x multiple follo
Slide 15: A Step-Function Accelerant of Our Strategic Vision
A Step-Function Accelerant of Our Strategic Vision 2
Slide 16: RBA has Embarked On Building Out a Commercial Asset Marketplace
Strategic RBA has Embarked On Building Out a Commercial Asset Marketplace to More Vision Effectively Monetize Its Capabilities 2 As RBA attains “trusted advisor” status via its marketplace offering increased transaction velocity will accelerate profitable growth Onsite, Live Auctions… …Have Evolved
Slide 17: Our Robust Marketplace Engine is Built for the Seamless Addition of IAA
Strategic Vision Our Robust Marketplace Engine is Built for the Seamless Addition of IAA 2 RBA Supports a Wide Variety … All Served by a Robust … Which is the Foundation for the of Asset Classes… Marketplace Engine… Next Phase of Growth Powerful Marketplace Engine That Already Serves a Commercial
Slide 18: IAA Accelerates Our Marketplace Efforts with Customer Proximity and Automation
Strategic Vision IAA Accelerates Our Marketplace Efforts with Customer Proximity and Automation 2 Leveraging marketplace and existing customer base, provides opportunity for increased cross-selling at limited incremental costs Assets Offerings Marketplace Proximity Sales Services Automation The Trus
Slide 19: The Combined Footprint Results in Significant Acreage and Scale
Strategic Vision The Combined Footprint Results in Significant Acreage and Scale 2 RBA and IAA Have a Massive Combined Footprint Key Pro Forma Footprint Highlights Capital-Efficient Mixture of Leased, ~16,000 Owned and Option-Based Properties ~4,000 ~12,000 ~2,000 Well-Invested Base with Signifi
Slide 20: Combined Footprint Advances Each Organization's Growth Strategy
Strategic Vision Combined Footprint Advances Each Organization’s Growth Strategy 2 Pro Forma Site Footprint Combined Footprint Benefits Expected Benefits to Ritchie Bros. +210 Acceleration of “local” yard strategy unlocking new customers and IAA yards located near high driving incremental GTV popu
Slide 21: IAA Local Yards Allow RBA to Scale More Quickly and Profitably
Strategic Vision IAA Local Yards Allow RBA to Scale More Quickly and Profitably 2 IAA Possesses a Network of Already-Profitable Yards with Proximity to Customers; Eclipses Existing RBA Pace of ~1 Satellite Yard per Month … And Come With Structural … Leading to Highly Profitable IAA Yards Possess Key
Slide 22: IAA Can Leverage RBA Yards To Improve CAT Response
Strategic IAA Can Leverage RBA Yards To Improve CAT Response and Simultaneously Vision Bolster RBA’s Yard Economics 2 Ritchie Bros. “Auction” Yard | Orlando, FL Impact Overview Ritchie Bros. possesses 41 “Auction” yards globally; these facilities average ~60 acres of usable storage space Yards a
Slide 23: RBA's International Operations Will Accelerate IAA's Expansion
Strategic RBA’s International Operations Will Accelerate IAA’s Expansion in High-Potential Vision Markets 2 RBA Operates Yards in Several Attractive Geographies …RBA Has the Framework to Accelerate IAA’s Where IAA Does Not… International Expansion Region Car Parc1 1 Existing International Business &
Slide 24: We Understand What Insurance Carriers Value Most
Strategic Vision We Understand What Insurance Carriers Value Most and Plan to Deliver On It 2 Together With IAA Executives, …We Understand What …And We Have a Framework to Our Team Has the Right Experience… Insurance Carriers Value… Build Engagement with Carriers Speed of Response Experience in Ma
Slide 25: We Have a Clear Integration Plan With the Structure in Place
Strategic Vision We Have a Clear Integration Plan With the Structure in Place for Successful Execution 2 Integration Management Office (IMO) Structure IMO Guiding Principles • RBA has engaged a leading third-party consultant to help execute its integration playbook Steering Committee • The Steering
Slide 26: IAA Operates in an Attractive End-Market with a Complementary Business Model
IAA Operates in an Attractive End-Market with a Complementary Business Model 3
Slide 27: IAA Works How We Work
Complementary End-Market & Model IAA Works How We Work… 3 The Salvage Auction Process Closely Resembles Ritchie Bros.’ Used Equipment Auction Process Sellers Buyers Accident occurs / Vehicle is Vehicle arrives Sale preparation: Digital bidding Vehicle is sold on Title transfers and vehicle is damage
Slide 28: Counter-Cyclical and Resilient Salvage Vehicle Sector
Complementary End-Market & Model …In the Counter-Cyclical and Resilient Salvage Vehicle Sector… 3 Secular Industry Drivers are IAA’s Strong Outperformance During the Financial Crisis Independent of Economic Factors Key Demand Drivers 2007 - 2009 (Recession) Revenue CAGR Miles Driven x Accident Rates
Slide 29: Supported by Robust Secular Tailwinds Driving Growth
Complementary End-Market & Model …Supported by Robust Secular Tailwinds Driving Growth 3 Growing / Aging Car Parc Vehicle Complexity / Repair Costs Total Loss Rates U.S. Light Vehicle U.S. Average Vehicle Semiconductors / Average Repair Costs Car Parc (Millions) Age (Years) Vehicle +14% 284 +7% +207
Slide 30: IAA's History of Resilient Financial Performance Continues to Build Momentum
Complementary End-Market & Model IAA’s History of Resilient Financial Performance Continues to Build Momentum 3 IAA Has Demonstrated Resilient Financial …with Continued Strong Recent Momentum Performance Through Cycles and Post KAR Spin… U.S. Overall Volume 5% '04A - '22A 13% Growth1 / U.S. Insu
Slide 31: A Deliberate, Thoughtful Process Led by Our Independent Board
A Deliberate, Thoughtful Process Led by Our Independent Board 4
Slide 32: RBA is Well-Positioned for Continued Transformation Under Management Team
Deliberate Process Led by Board RBA is Well-Positioned for Continued Transformation Under Management Team… 4 RBA has evolved into a tech-enabled, value-added marketplace… …That is Producing Results 27%+ Team has transformed RBA’s platform into a Marketplace for Insights, Services and Transaction Sol
Slide 33: …And Markets Have Taken Notice
Deliberate Process Led by Board …And Markets Have Taken Notice 4 Ritchie Bros. vs. S&P/TSX Composite During Ann's Tenure Innovator of the Year: How Ann Fandozzi is dragging 180% Ritchie Bros. Auctioneers into the digital age “[Fandozzi has pushed] to transform the 60-year-old company from its auctio
Slide 34: A Robust and Thorough Study of IAA Preceded this Acquisition
Deliberate Process Led by Board A Robust and Thorough Study of IAA Preceded this Value Creating Acquisition 4 Management began assessing the strategic fit of IAA in early 2020 As part of regular discussions on M&A pipeline, RBA management presented IAA as a potential combination to the RBA Board
Slide 35: Discounted RBA Purchase Multiple Underpins Re-Rate Opportunity
Deliberate Process Discounted RBA Purchase Multiple Underpins Magnitude and Feasibility of Led by Board Re-Rate Opportunity 4 Unaffected EV / NTM EBITDA Multiple1 24.0 x 20.0 x 16.0 x 16.0 x 15.8 x 13.3 x 12.0 x 11.0 x 8.0 x 06/28/19 01/18/20 08/09/20 03/01/21 09/21/21 04/13/22 11/04/22 11/03/22 2 I
Slide 36: The Amended Terms of the Deal Are Improved and Better for Shareholders
Deliberate Process The Amended Terms of the Deal Are Improved and Significantly Better Led by Board for Our Shareholders… 4 We Listened To Our Shareholders… …And Delivered A Value Enhanced Merger Agreement Engaged in extensive discussions with our shareholders Reduced $70M Identified Starboard
Slide 37: …And the Market's Reaction to the Amended Terms Has Been Positive
Deliberate Process Led by Board …And the Market's Reaction to the Amended Terms Has Been Positive 4 RBA share price has increased since announcement of the amended transaction with IAA, with shares now trading around the undisturbed share price as of November 4th RBA Share Price | Since Initial Anno
Slide 38: Independent & Value Focused Board Enhanced by New Additions
Deliberate Process Led by Board Independent & Value Focused Board Enhanced by New Additions 4 RBA Board was Highly Qualified to Evaluate the IAA Deal… New Board Additions All non-executive directors are $160bn+ in combined M&A Board Insurance / independent experience M&A / Additions Auto / Strat
Slide 39: Addressing Shareholder Concerns, Preserving Long-term Upside
Addressing Shareholder Concerns, Preserving Long-term Upside 5
Slide 40: Luxor's Attacks are Inconsistent with the Facts
Addressing Investor Concerns Luxor’s Attacks are Inconsistent with the Facts 5 Claims Facts The Existing RBA Value Creation Roadmap Remains Unchanged Deal Will Distract Acquisition of IAA removes existing management distractions (e.g., back-end systems, new yard set up) to enable A Management an
Slide 41: The Existing RBA Value Creation Roadmap Remains Unchanged
Addressing Investor Concerns A The Existing RBA Value Creation Roadmap Remains Unchanged 5 Maintaining Successes of RBA is of the Utmost Importance • Over the last three years, RBA management has worked to position the business through investments in our offerings, systems and people • As the equipm
Slide 42: Core of RBA Is Set Up to Perform and Will Benefit from IAA Assets
Addressing Investor Concerns A Core of RBA Is Set Up to Perform and Will Benefit from IAA Assets Post-Integration 5 The Core Elements for Executing on RBA’s Strategy Have Dedicated Owners, Are Poised to Benefit from Integration of IAA’s Assets Sales Team Remains Well Positioned Omnichannel Platform
Slide 43: Background of the Evergreen Targets
Addressing Investor Concerns B Background of the Evergreen Targets 5 What are the Evergreen Targets? • The Evergreen metrics were first introduced in 2015, by prior management, as aspirational targets o Further, they were not intended to be organic growth targets • Certain Evergreen targets are not
Slide 44: Background of the Evergreen Targets (Cont'd)
Addressing Investor Concerns B Background of the Evergreen Targets (Cont’d) 5 Ritchie Bros. Evergreen Model (2015 Investor Day) Ritchie Bros. Evergreen Model (2020 Investor Day) …what we thought would be useful is to provide you with what we call our evergreen And again, we're not presenting this as
Slide 45: Historical GTV Performance Demonstrates Aspirational Nature of Evergreen Targets
Addressing Investor Historical GTV Performance Demonstrates Aspirational Nature of Concerns B Evergreen Targets 5 Historical GTV Growth 11 % 10% GTV Growth Midpoint of Evergreen Target Range 9% GTV Growth Target only reached in 2018 due to first full year owning IronPlanet 5% 4% 3% 2% 2% 1% 2015A 20
Slide 46: Achieving Evergreen Targets Would Have Resulted in Significantly Higher GTV and EBITDA
Addressing Investor Achieving These Aspirational Evergreen Targets Would Have Resulted in Concerns B Significantly Higher GTV and Adj. EBITDA Growth 5 Illustrative Hypothetical GTV ($mm) Illustrative Hypothetical Adj. EBITDA ($mm) 10% Annual Growth per 2022A EBITDA Flowthrough1 Evergreen Targets App
Slide 47: Actual Performance vs. Evergreen Target Implied Performance
Addressing Investor Concerns B Actual Performance vs. Evergreen Target Implied Performance 5 Illustrative Hypothetical GTV ($mm) Illustrative Hypothetical Adj. EBITDA ($mm) 10% Annual Growth per 4.6% ’14A – ’22A CAGR 2022A EBITDA Flowthrough1 Evergreen Targets Applied to Hypothetical GTV Actuals Cam
Slide 48: Board Approved and Public Record 2022-2025 Earnings Growth Targets
Addressing Investor Concerns B Board Approved and Public Record 2022-2025 Earnings Growth Targets 5 Commentary Publicly Disclosed Targets for Long-Term Incentive Plans • Consistent with history, RBA sets annual budgets and long- Year Period LTI Target term incentive targets which are approved by the
Slide 49: Board-Approved Plans for Compensation Align with the Plan of Record
Addressing Investor Historical Board-Approved Plans for Compensation Align with the Plan of Concerns B Record (Base Case) in the Proxy 5 Earnings CAGR Implied by LTI Targets1 Adj. EBITDA2 per Base Case as in Proxy $ 601 $ 532 $ 484 $ 443 $ 415 $ 362 2021A 2022E 2023E 2024E 2025E 2026E 2021A 2022E 20
Slide 50: Fairness Opinion Should Be Based on the Board's Best Reasonable Expectations
Addressing Investor Concerns B Fairness Opinion Should Be Based on the Board’s Best “Reasonable” Expectations 5 The Board’s responsibility is to evaluate any transaction against the reasonable, “best estimates” for the company’s go-forward performance Concurrent with the “Base Case”, sensitiviti
Slide 51: The Base Case Aligns with Street Expectations and Historical Growth
Addressing Investor Concerns B The Base Case Aligns with Street Expectations and Historical Growth 5 Base Case Was Above Pre-Announcement Consensus Selected Commentary RBA Base Case per Research Analyst Proxy Filing Consensus (4-Nov) We don’t believe the market is pricing in 2022E Revenue 2023E Reve
Slide 52: Consistent CapEx is Required to Drive Growth
Addressing Investor Concerns B Consistent CapEx is Required to Drive Growth 5 How does Luxor expect the business to accelerate growth if we do not invest? Their assertions around our financial forecasts highlight their continued fundamental misunderstanding of our business Projected CapEx remains at
Slide 53: Nonsensical Assumptions and Math Errors Make Luxor's Valuation Invalid
Addressing Investor Nonsensical Assumptions and Math Errors Make Luxor’s Valuation An Concerns B Invalid Basis for Transaction Analysis 5 Luxor DCF Valuation Unrealistic Assumptions Luxor DCF Model Terminal Year '22E - '26E 1 Assumes Adj. Operating Income CAGR meaningfully higher than RBA upside cas
Slide 54: Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group
Addressing Investor Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group When Concerns B Comparing RBA’s Valuation to Peers 5 Luxor Claims That RBA Trades at a Discount to Peers… …But They Are Comparing Apples to Oranges • Luxor presents a peer group that is starkly different from the peers
Slide 55: Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group (Cont'd)
Addressing Investor Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group When Concerns B Comparing RBA’s Valuation to Peers (Cont’d) 5 Luxor Uses Aspirational Targets for RBA, But Actual Consensus Estimates for Luxor’s Selected RBA Peers, Artificially Inflating the Multiple Gap TEV/EBITDA (C
Slide 56: Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group (Cont'd)
Addressing Investor Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group When Concerns B Comparing RBA’s Valuation to Peers (Cont’d) 5 Luxor Cherry-Picks a Peer Set of Companies That Are Smaller Than Ritchie Bros.’ Proxy Peers and Trade at Higher Multiples1 Market Capitalization Total Revenu
Slide 57: Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group (Cont'd)
Addressing Investor Luxor Uses Inflated Estimates and a Cherry-Picked Peer Group When Concerns B Comparing RBA’s Valuation to Peers (Cont’d) 5 Luxor Manipulates Their “Multiple Gap” Analysis by Cherry-Picking High-Multiple Peers and Using Inflated Estimates for RBA TEV/EBITDA (CY’24)1 Using Actual C
Slide 58: Many Research Analysts Are Enthusiastic About the Transaction Benefits
Addressing Investor Concerns B Many Research Analysts Are Enthusiastic About the Transaction Benefits 5 Broker Pre-Nov. Announcement Current1 Key Commentary The pending acquisition has an attractive financial profile that on Outperform a combined TTM basis generates $14.5 billion of GTV… Based on Ma
Slide 59: IAA Has Invested in Significant Drivers of Growth and Operational Improvement
Addressing Investor Counter to Luxor’s False Claims, IAA Has Invested in Significant Drivers of Concerns C Growth and Incremental Operational Improvement 5 Initiative Key Action Strategic Importance Catastrophic Event Grew CAT footprint to include 3,500 overflow acres; Ensures IAA has ability to mee
Slide 60: Luxor's Discussion of the Yard Synergies Is Extremely Misleading
Addressing Investor Concerns C Luxor’s Discussion of the Yard Synergies Is Extremely Misleading 5 Luxor Claims That RBA Can Achieve Its Goals …But Neglects Several Key Considerations Inexpensively… • Luxor ignores the value of IAA itself. Ritchie Bros. is not paying $7.3B to acquire 150 satellite ya
Slide 61: CAT Response Capabilities Have Continued to Improve and Are Enhanced by RBA
Addressing Investor Despite Claims that IAA’s Service Levels are Declining, CAT Response Concerns C Capabilities Have Continued to Improve and Are Enhanced by RBA 5 Continuous Improvement Drives CAT Response is Further Enhanced IAA's CAT Approach: 2017 & Prior Robust CAT Response Today By RBA’s Foot
Slide 62: Starboard Investment is Convertible Perpetual Preferred Equity
Addressing Investor Starboard Investment is Convertible Perpetual Preferred Equity, and NOT Concerns D Convertible Debt as Some “Detractors” Have Claimed 5 Terms of Starboard investment are in line with other privately negotiated convertible perpetual preferred transactions Perpetual Nature & Capita
Slide 63: Luxor's Valuation of the Preferred Shares is Misleading and Inaccurate
Addressing Investor Luxor’s Valuation of the Preferred Shares is Misleading and Inaccurate, and Concerns D Demonstrates a Lack of Understanding of Security’s Structure 5 The $115M of additional value provided to Ritchie Bros. shareholders as a result of the amended IAA agreement meaningfully outweig
Slide 64: Luxor's Valuation of the Preferred Shares is Misleading (Cont'd)
Addressing Investor Luxor’s Valuation of the Preferred Shares is Misleading and Inaccurate, and Concerns D Demonstrates a Lack of Understanding of Security’s Structure (Cont'd) 5 …But Luxor Actually Asked the Banks to Value a No-Names Luxor Claims to Have Third-Party Validation… Security With Comple
Slide 65: Ritchie Bros. Preferred Has Better Terms Than Current Market Comps
Addressing Investor Concerns D Ritchie Bros. Preferred Has Better Terms Than Current Market Comps 5 Terms Date • January 23, 2023 • January 31, 2023 Size • $485M • $900M Initial Dividend • 5.5% • 6.25% Rate • After 4 years: 7.5% • After 7 years: 7.25% • After 9 years: Greater of SOFR+600bps and 10.5
Slide 66: Luxor Repeatedly Makes False Statements Attacking these Transactions
Addressing Investor Luxor Repeatedly Makes False Statements Attacking these Value Accretive Concerns D Transactions 5 Claim Facts • Starboard’s investment will not vote at the special meeting and Starboard is free to “Agreement Seeks to Entrench Management and the Board” abstain from any subsequent
Slide 67: Concluding Perspectives
Concluding Perspectives
Slide 68: Accelerating Value Creation for Shareholders
+ : Accelerating Value Creation for Shareholders Significant value creation opportunity through faster growth, EBITDA margin expansion, and rapid deleveraging and realization of incremental growth opportunities IAA is a step-function accelerant to RBA’s strategic vision, enhancing customer proximi
Slide 69: Vote Yes on the White Proxy Card!
Vote Yes on the White Proxy Card! The Board unanimously recommends that RBA shareholders vote in favor of the transaction Management has the capacity and experience to unlock the value potential of the transaction Vote “Yes” on the White Proxy Card to Unlock Shareholder Value 1 Represented the LTM
Slide 70: Appendix A: Addressing Other False Claims Made by Luxor
Appendix A: Addressing Other False Claims Made by Luxor
Slide 71: Luxor Routinely Stretches the Truth: Harvard Business Review Article
Luxor Routinely Stretches the Truth: For Instance, Luxor Cites a Harvard Business Review Article That Actually Makes The Opposite Argument They Claim Luxor Presents the HBR Article As Saying… However, It Actually Makes the EXACT OPPOSITE Argument “But the new economics of multisided platforms, which
Slide 72: Luxor Presents a Deceptive Analysis of IAA's Competitive Position
Luxor Presents a Deceptive Analysis of IAA’s Competitive Position Luxor’s Graphic Shows IAA Having Access …But the Metric Is Wrong and the Graphic Is Distorted to Many Fewer Buyers than Copart… Overlapping users include large volume buyers (e.g., LKQ), who may account for only a few “unique users” b
Slide 73: Luxor's Criticism of the Starboard Preferred Displays a Lack of Understanding
Luxor’s Criticism of the Starboard Preferred Displays a True Lack of Understanding Luxor’s False Claims About the Preferred Financing… …Are Entirely Unfounded • Starboard does not have “zero downside” – the preferred is junior to all debt and other claims and Starboard has no ability to force redemp
Slide 74: Luxor Misrepresents the Governance Elements of the Starboard Transaction
Luxor Misrepresents the Governance Elements of the Starboard Transaction Luxor Misrepresents the Standstill Agreement in an Attempt to Claim that Ritchie Bros. Is “Buying the Vote” • Luxor implies that Ritchie Bros. is attempting to “buy the vote” on the IAA merger. However, the Starboard Preferred
Slide 75: Luxor's Points Conflict With One Another and Are Not Mutually Compatible
Luxor’s Points Conflict With One Another and Are Not Mutually Compatible Luxor Points to RBA’s Strong Growth As Evidence That …But They Also Claim That the Growth in EBITDA Was a Forecasts Are Too Low… One-Time Benefit From COVID If Luxor truly believes that COVID drove a one-time EBITDA improvement
Slide 76: Luxor Claims IAA Is Unrelated, Yet Uses Copart As a Comparable
Luxor Claims That IAA Is an “Unrelated” Business, Yet Uses Copart As a Comparable Company in Its Valuation Analysis If Copart Is a Comparable Company, How Can IAA Be in an “Unrelated Industry”? “Note: All comparable companies above use consensus sell-side estimates in future years. RBA financials us
Slide 77: Luxor's Analysis of the Shareholder Base is Unclear and Likely Deceptive
Luxor’s Analysis of the Shareholder Base is Unclear and Likely Deceptive Luxor Offers Little Support for Their Claim That RBA’s Shareholder Base Was Already Familiar With IAA • Many of the research analysts covering Ritchie Bros. were not already familiar with the auto salvage industry • Of the 10 a
Slide 78: Luxor's Analysis of Catastrophic Events is Misleading and Limited
Luxor’s Analysis of Catastrophic Events is Misleading and Limited Luxor Bizarrely Focuses Its Analysis on Hailstorms Rather Than Hurricanes • While hailstorms do occasionally create some excess demand for auto salvage, as they can do significant damage to vehicles, they are a far less important driv
Slide 79: Appendix B: Overview of RBA & IAA
Appendix B: Overview of RBA & IAA
Slide 80: RBA: Global Leader in Used Equipment & Services
RBA: Global Leader in Used Equipment & Services Business Overview The RBA Platform • RBA is a world leader in asset management • Diverse set of additional services including and disposition technologies for commercial equipment financing, asset appraisals and Trusted Global Marketplace assets, prima
Slide 81: IAA: Leading Global Marketplace for Vehicles
IAA: Leading Global Marketplace for Vehicles Business Overview The IAA Platform • Expansive omnichannel digital marketplace • Comprehensive suite of commerce, logistics, Fully Digital Long-Standing connecting vehicle buyers and sellers and vehicle-processing services as part of its • Strong global r