Exhibit 99.1

Our Company

Ritchie Bros. is one of the world’s largest industrial auctioneers and used equipment distributors, selling more than $4.2 billion of used equipment and other assets during 2015. Our expertise, global reach, market insight and trusted brand provide us with a unique position in the used equipment market. Ritchie Bros. primarily sells used equipment for its customers through live unreserved auctions at 45 auction sites worldwide, which are simulcast online to reach a global bidding audience. During 2013, Ritchie Bros. added to its sales channels by launching EquipmentOne, an online-only used equipment marketplace in order to reach a broader customer base. These two complementary used equipment brand solutions provide different value propositions to equipment owners and allow us to meet the needs and preferences of a wide spectrum of equipment sellers. In the past two years, we have also added a private brokerage service and an online listing service.

The following table shows Ritchie Bros.’ total value of assets sold through its auction and other brand solutions (“GAP”) for the periods indicated ($ in millions), which represents a 9% compound annual growth rate since 1991:

Historical Total Value of Assets Sold (GAP) through our Auction and
Other Brand Solutions ($ millions)

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Through Ritchie Bros.’ unreserved auctions, online marketplaces and private brokerage services, we sell a broad range of used and unused equipment, including trucks and other assets. Construction and heavy machinery comprise the majority of the equipment sold through our multiple brand solutions.

Customers selling equipment through Ritchie Bros.’ sales channels include end users (such as construction companies), equipment dealers and other equipment owners (such as rental companies). Ritchie Bros. customers participate in a variety of sectors, such as construction, transportation, agriculture, energy and mining.

Approximately half of what Ritchie Bros. sold during 2015 transacted online — through either online simulcast auction participation, or through EquipmentOne. In 2015, of the $4.25 billion of all items sold by Ritchie Bros., $1.9 billion were sold to online buyers through these online solutions.

Ritchie Bros. operates worldwide with locations in more than 15 countries, including the United States, Canada, Australia, the United Arab Emirates and the Netherlands. We expect that most of our near term growth will come from expanding our business and increasing our physical and online presence in regions where we already have operations, such as the United States, Canada, Western Europe and Australia. We believe that emerging markets may also offer significant potential for growth in the long-term. Ritchie Bros. is a public company listed on both the New York Stock Exchange and the Toronto Stock Exchange under the ticker symbol “RBA” and, as of November 28, 2016, had total equity market capitalization of approximately $4.0 billion.

The Acquisition of IronPlanet

On August 29, 2016, Ritchie Bros. entered into an agreement to acquire IronPlanet Holdings, Inc. and its subsidiaries (the “Acquisition”). IronPlanet is a leading online marketplace for selling and buying used equipment and other assets in the United States and internationally. IronPlanet operates online equipment sales platforms under a number of brands, including: IronPlanet, Cat Auction Services, Kruse Energy, GovPlanet and TruckPlanet. See “The Transactions — The Acquisition” for additional details, including the conditions to consummation of the Acquisition.

Over the last several years, Ritchie Bros. has undertaken a meaningful strategic transformation, through both organic and acquisitive growth initiatives, to broaden our service offerings and the value propositions we provide to different segments of the used equipment transaction market. Our stated M&A objectives are:

We believe the IronPlanet Acquisition will accelerate this strategy and meet these objectives. Specifically, this Acquisition represents a “needle-moving” transaction and presents a unique opportunity for us to strengthen our multi-channel platform and equipment disposition solutions. It will also allow us to better serve customers globally by enabling customers with varying preferences to choose from a variety of channels and formats to meet their varying needs and preferences. We believe this Acquisition will provide us with increased earnings and growth through:

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Our Combined Company

For the twelve months ended September 30, 2016, after giving pro forma effect to the Transactions, we generated $5.4 billion in combined GAP, $683.9 million in revenue and $239.5 million in Pro Forma Adjusted EBITDA. For a reconciliation of Pro Forma Adjusted EBITDA to net income, the most comparable GAAP measure, see page 15 below. For the twelve months ended September 30, 2016, after giving pro forma effect to the Transactions IronPlanet contributed 18% of our combined GAP and 19% of our pro forma revenue.

Ritchie Bros.’ Current Revenue Model

Core Unreserved Auction Business

Our core business, Ritchie Bros. Auctioneers, operates unreserved auctions — meaning that items are sold during live on site auctions without a minimum or “reserve” price. Each asset is sold to the highest bidder on auction day, regardless of price. In unreserved auctions, we do not allow consignors or their agents to bid on or buy back or in any way influence the selling price of their own equipment. This type of auction ensures the sale of goods on the day of the auction at the global market price.

GAP, the total value of assets sold through our auction and other brand solutions, is driven by four primary influences:

Revenues from our core auction business are comprised of seller commissions earned, where we act as an agent for consignors of equipment and other assets, as well as administrative fees and fees from value added services:

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Other Revenue Sources

EquipmentOne provides equipment sellers and buyers with a marketplace to transact online. Unlike our core auction business, EquipmentOne generates more revenue through buyer's premium, and only a smaller portion through equipment, listing and transaction fees from sellers.

Revenue from other sources, such as fees from Ritchie Bros. Financial Services, advertising and subscription revenue generated through Mascus — our online listing service, revenue generated by Xcira — our online auction simulcast technology provider, and revenue generated from Ritchie Bros. Private Treaty — our brokerage channel for highly specialized assets, supplement revenue generated by our auction and EquipmentOne offerings.

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Expanding Our Service Offering via IronPlanet

Following the Acquisition, which remains subject to regulatory clearances, our combined business will offer equipment sellers and buyers a number of distinct, complementary, multi-channel brand solutions that address the gamut of customer needs. We will provide our expanded global customer base with increased transaction options, breadth of services and the widest selection of used equipment.

Our customers will have a variety of channels and formats to choose from to dispose and buy equipment based on their individual needs.

Channels		Brand Solutions		Description of Offering		Current Owner
Integrated On Site/Online Auction Networks				■ Live on site and live simulcast online auctions		Ritchie Bros.
				■ Event-based sales of used construction and heavy equipment		IronPlanet
				■ Event-based sales of used energy equipment		IronPlanet
Online Marketplaces				■ Online sales of used construction equipment, trucks and trailers		IronPlanet
				■ Online reserve auction and marketplace		Ritchie Bros.
				■ Online sales of government surplus rolling stock		IronPlanet
				■ Online sales of used trucks and trailers		IronPlanet
Online Listing Service				■ Online equipment listing service and B2B dealer portal		Ritchie Bros.
Brokerage Service				■ Confidential, negotiated sales for specialized assets		Ritchie Bros.

Integrated On Site/Online Auction Networks

Ritchie Bros. Auctioneers

Ritchie Bros. Auctioneers is our core business and provides live unreserved auction services to equipment sellers and buyers. The adherence to the unreserved auction process is one of our founding principles and we believe one of our most significant competitive advantages.

Our bidders participate in our live auctions in person, through real-time online bidding, or by proxy. In 2015, approximately half of all equipment buyers at our auctions made their purchases through online bidding. Equipment to be sold in Ritchie Bros.’ auctions is held at one of our secure auctions sites worldwide, and the majority of online bidders will visit our physical auction sites prior to the auction, or send a mechanic or third party inspector in advance, in order to test and inspect the equipment being sold.

Our ability to consistently draw significant numbers of local and international bidders, most of whom are end users rather than resellers, from many different regions to our auctions ensures our

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consignors receive global market value for their equipment. Higher consignment volumes attract more bidders, which in turn attract more consignments, in a self-reinforcing process that has helped us to achieve a history of significant GAP growth and momentum.

Cat Auction Services

Following the consummation of the Acquisition, Cat Auction Services will be our brand for event-based sales of used Caterpillar construction and heavy equipment sold by independent Cat dealers and typically hosted on their yards. This brand offers a live, event-based auction with simultaneous online bidding, as well as a single seller format. Cat Auction Services conducts its auctions with an innovative leaderboard, inspection reports, comprehensive photos and videos, equipment protection plans and equipment financing. Cat Auction Services was formed in 2008, and was purchased by IronPlanet in April 2015. The Caterpillar Agreement provides that upon consummation of the Acquisition, Caterpillar will designate us as a “preferred” but nonexclusive provider for online and on site auctions and marketplaces (including those of IronPlanet) in the countries where we do business in exchange for preferred rates and access to certain data and information. See “— Other Recent Developments — Caterpillar Alliance Agreement.”

Kruse Energy

Following the consummation of the Acquisition, Kruse Energy & Equipment Auctioneers, LLC, or Kruse Energy, will be a brand for live, event-based sales dedicated to used energy equipment. The brand offers live auctions with simultaneous online bidding, as well as a single seller format. Kruse Energy has conducted energy auctions in the United States over the last 25 years. In addition to its skilled auction team, Kruse Energy offers private sales and appraisal services.

Online Marketplaces

IronPlanet

Following the consummation of the Acquisition, IronPlanet will be our premier brand for online only sales of used construction and heavy equipment. IronPlanet offers weekly unreserved auctions as well as reserve price, buy now, single seller, and private-label formats. Since 2000, IronPlanet has sold over $5 billion of used heavy equipment online and has registered more than 1.5 million users worldwide. Through this business model, sellers do not need to move equipment to a physical auction site. IronPlanet connects sellers and buyers of used equipment with its exclusive IronClad Assurance buyer protection program, which ensures that the inspection report delivered to potential buyers is a fair representation of the equipment, enabling buyers to buy with a high degree of confidence. IronPlanet focuses largely on the needs of corporate accounts, equipment manufacturers, dealers and government entities.

EquipmentOne

Ritchie Bros. launched EquipmentOne to cater to a complementary segment of the used equipment transaction market that prefers to retain control over the sales process, while potentially taking on more effort. Through EquipmentOne, equipment sellers are able to list their equipment on the online marketplace, receive and accept offers, and complete and settle their sale. This brand solution also effectively meets the needs of large fleet owners who want to transact when they want, and only if a certain price point is achieved.

EquipmentOne is a secure online marketplace that equipment sellers can navigate independently, while still leveraging our trusted brand and transaction processing. EquipmentOne facilitates the completion of sales through a settlement process managed by EquipmentOne that protects both the seller and the buyer. In February 2016, we expanded our EquipmentOne offering from the United States into Canada.

GovPlanet

Following the consummation of the Acquisition, GovPlanet will be our online marketplace dedicated to buying and selling used government surplus, federal, state and municipal assets. Through GovPlanet, government sellers are provided the ability to maximize revenue through various

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remarketing channels, while buyers gain access to global government surplus inventories. Sellers and buyers can manage their fleet assets more cost effectively and efficiently than via traditional physical auctions, and do so on their own timelines. GovPlanet is the primary marketplace for the sale of U.S. Department of Defense rolling stock surplus assets.

TruckPlanet

Following the consummation of the Acquisition, TruckPlanet will be our premier online marketplace for buying and selling used commercial trucks. TruckPlanet offers truck fleet managers a consistent and flexible solution for quickly dispersing fleets without the time and costs associated with traditional physical auctions. Guaranteed inspection reports and exclusive IronClad Assurance enable buyers to buy with a high degree of confidence. Sellers achieve more profitable sales through low transaction costs and better price realization with a global audience of buyers.

Online Listing Service

Mascus

Acquired by Ritchie Bros. in 2016, Mascus is an online equipment listing service for used heavy machinery and trucks, with a global presence and a leading market position in Europe. Mascus offers subscriptions to equipment dealers, brokers, exporters and equipment manufacturers to list equipment available for sale at a listed price. Through Mascus, we provide online advertising services, business tools and solutions to many of the world’s leading equipment dealerships and equipment manufacturers. Unlike other solutions provided by Ritchie Bros., Mascus does not transact sales (does not generate GAP), and instead earns a listing fee for the equipment it lists on its site.

Brokerage Channel for Highly Specialized Assets

Ritchie Bros. Private Treaty

In 2015, Ritchie Bros. launched our private brokerage service, wherein we act as a private sales agent/broker, leveraging our global customer base and extensive heavy industry knowledge to conduct negotiated sales of specialized and high-value equipment items between sellers and buyers. Under this service offering, the seller sets the price and the completion timeline. To earn our commission from rendering private brokerage services, we manage the sales process in accordance with the seller’s terms, including marketing the equipment to a global audience and settling the sale. With over 50 years of experience, Ritchie Bros. has the connections and expertise to identify and target the most qualified buyers from around the world for sellers’ assets.

Support Businesses

Ritchie Bros. Financial Services

Ritchie Bros. Financial Services originates loans for equipment buyers in the United States and Canada, including those purchasing equipment through Ritchie Bros. auctions and other sales formats. This business acts as a loan originator via a brokerage model — matching loan applicants with appropriate financial lending institutions (we do not act as a lender or otherwise utilize our balance sheet for Ritchie Bros. Financial Services loans). The Ritchie Bros. Financial Services business generates revenue through both brokerage fees (the net present value of the spread between wholesale rates offered to us and the retail rates provided to customers) and administrative fees. We believe there are growth opportunities to expand this business into other geographies and through the brand solutions we are gaining through the Acquisition.

Xcira

In 2015 Ritchie Bros. purchased a 75% stake in Xcira — a leading online auction simulcast technology provider. Xcira had been a long-time supplier to Ritchie Bros., and the platform is an integral part of our auction services. Xcira also licenses its technology solutions and platforms to other (non-industrial) auction companies, such as Christies and Insurance Auto Auctions. Xcira’s revenue is generated through contracts for services with these and many other auction companies.

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Industry Overview

The market for the sale and purchase of construction and heavy equipment is large, diverse and highly fragmented. Heavy equipment is used by businesses, consumers and federal, state and local government entities in key sectors of the economy, such as construction, transportation, agriculture, energy and mining. Examples of this equipment include earth moving equipment, cranes, graders, trucks and trailers, combines and military surplus vehicles.

The durability of heavy equipment results in a large global stock of functional used equipment. Over the course of its life, a piece of equipment may be purchased and sold multiple times, at prices that can represent a substantial discount to new equipment prices. This large stock of used equipment available on economically advantageous terms relative to new equipment presents a marketplace opportunity for equipment owners to routinely buy and sell assets to upgrade their equipment fleet. Furthermore, through business cycles and over the lifecycle of a piece of equipment, a single piece of equipment may prove useful to a variety of industry participants and across multiple applications. According to our management’s internal estimates and industry research, the global market for used construction and agricultural equipment and used trucks and trailers is estimated to have collectively exceeded $300 billion for 2015. This figure does not include the markets for used mining equipment, used energy equipment and government surplus, which represent a significant portion of our overall market opportunity.

Sellers and buyers of used equipment have many channel options, ranging from local advertising, to regional brokers, to global online marketplaces and live auctions. The decision to pursue a certain channel for the purchase or sale of equipment depends upon availability and personal preferences, among other factors. Furthermore, some buyers of equipment will prefer to physically inspect the equipment they are purchasing, while others may be comfortable purchasing a piece of equipment remotely. Some buyers prefer to purchase equipment new from a dealer affiliated with an original equipment manufacturer and others may prefer to purchase used equipment for economic reasons. These varying personal preferences further drive the fragmentation of the global equipment market into marketplaces with different features and formats, and a wide range of scales.

As our industry becomes more digitized, there is a growing population of equipment sellers and buyers that use online platforms to transact in used equipment. The proliferation of mobile devices has also made online marketplaces accessible to individuals who spend significant time in the field or on job sites away from a computer. As an example, in 2015, customers bidding in our live auctions over the internet accounted for over 60% of our total auction registrations.

Competitive Strengths

Upon completion of the IronPlanet Acquisition, subject to regulatory clearances, we believe our combined company will be distinguished by the following competitive strengths:

Global Platform:  Our combined company will be a leader of equipment disposition services with global reach, including 48 auction facilities on a combined basis in more than 15 countries, including the United States, Canada, Australia, the United Arab Emirates and the Netherlands. Other countries are served through our online platform, which expands the reach of our auction services.

An Industry Leader in a Highly Fragmented Market:  We believe there is a global market opportunity in excess of $300 billion per year, including an opportunity in the United States of over $50 billion per year. While our combined business will be a global market leader for the sale of used equipment, our combined company would have represented only approximately 1.7% of the estimated global used equipment market based on combined GAP for the year ended December 31, 2015. The United States represents a key area for growth with positive industrial tailwinds around infrastructure and construction.

Strong Cash Flow Characteristics:  Our combined company will have the ability to operate with negative working capital given that we will continue to collect GAP in advance of paying net proceeds to the equipment sellers. We will also have relatively low capital spending requirements. For the twelve months ended September 30, 2016, Ritchie Bros. gross capital spending represented

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6.9% of revenues. For the twelve months ended September 30, 2016, cash generated from operating activities less net capital spending for Ritchie Bros. was $178.0 million. For a reconciliation of operating free cash flow to the most comparable GAAP measure, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ritchie Bros” contained in our periodic reports, which can be found in the Financial Inforamation section of our website at investor.ritchiebros.com.

Stable Business Model:  We have the ability to grow throughout all stages of the economic cycle. Though our business does encounter regular seasonality, with the second and fourth quarters tending to generate higher business volume and therefore higher margins, our annual earnings margins have remained broadly stable. Our businesses are somewhat insulated from high cyclicality due to our ability to meet the needs of customers during strong economic conditions (as a regular transaction channel when customers upgrade or change the composition of equipment fleets, supported by a strong equipment pricing environment) and in economic downturns (when customers use our services to sell excess fleet, which grow our sales volumes amidst a lower pricing environment).

The following table illustrates the historical growth of Ritchie Bros.’ revenue ($ in millions):

Ritchie Bros. Historical Revenue

Widest Product Offering:  We believe our combined company will offer the widest range of brand solutions for used industrial equipment, which will appeal to a variety of personal preferences for sellers and buyers. As a combined business, we will deliver to our customers superior choice and equipment expertise. We will continue to capitalize on our strong brand equity and loyal customer base by providing many value-added services to equipment sellers and buyers, including financing and leasing solutions, appraisal services, insurance services, refurbishment and logistics services. We continue to look for even more ways to support the equipment industry and serve the various needs of equipment owners.

Technological Capability:  We are on the leading edge of our industry’s shift toward digitization, generating approximately half of our GAP through online sales during 2016. On a combined basis for the twelve months ended September 30, 2016, approximately $3 billion of assets were transacted through our combined online businesses. IronPlanet has built a flexible, scalable and extensive suite of online marketplaces on top of integrated technology platforms and business processes. This suite of marketplaces will help us build an even more diverse e-commerce platform and provides greater choice to our customers. Furthermore, the combined business provides opportunities to leverage Xcira’s online simulcast auction technology.

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Diverse Customer Base and Sector Coverage:  Our brand solutions cater to the needs of end users, dealers and other equipment sellers across a variety of sectors, such as construction, transportation, agriculture, energy and mining. This diversity of sectors mitigates sector-specific exposure, and enables the sale of equipment with cross-sector applications regardless of sector-specific cyclicality.

Relationships with Global OEMs and Dealers:  Our combined company will have many established relationships with equipment manufacturers and dealers, and will cater to their specific needs through products such as our integrated sales portal solutions available through IronPlanet, EquipmentOne and Mascus. In August 2016, we announced an alliance with Caterpillar, which will position us with a strong foundation as a trusted partner to the independent Cat dealer network. The initial agreement is contingent on the consummation of the Acquisition. Under the Caterpillar Agreement, we will become Caterpillar’s preferred global partner for auction and online marketplace sales services for used equipment. The Caterpillar Agreement does not preclude agreements with other original equipment manufacturers (“OEMs”) in the future. We intend to continue to expand our roster of strategic accounts, increase our share of dispositions from existing major seller accounts, and continue to deepen our integration with these accounts.

Experienced Management Team:  Our experienced management team continues to capitalize on the strength of our core on site auction offering, while expanding our online offering through multiple acquisitions to better serve our existing customers and to attract new customers. Ritchie Bros. executives have served as officers of a number of well-known global public companies. The bench strength of our management team will be further enhanced and complemented with the addition of highly innovative individuals from the executive team of IronPlanet.

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Corporate Structure following the Transactions

The following chart sets forth our corporate structure and principal indebtedness immediately following the Transactions.

The Transactions

The Acquisition

On August 29, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Ritchie Bros., Topaz Mergersub, Inc., a wholly-owned subsidiary of Ritchie Bros. (“MergerSub”), IronPlanet and Fortis Advisors LLC (as representative of the indemnifying securityholders thereunder). Subject to the terms and conditions of the Merger Agreement, we will acquire IronPlanet, through a merger of IronPlanet with and into MergerSub, with IronPlanet surviving as our wholly owned subsidiary.

Pursuant to the Merger Agreement, each share of IronPlanet capital stock outstanding at the completion of the Acquisition will be converted into a right to receive a cash payment. Vested options will be converted into a right to receive a cash payment net of the applicable option exercise price, and unvested equity interests in IronPlanet will be assumed by Ritchie Bros. and converted into a right to receive equity of the Company, subject to the same vesting schedule and restrictions as applied prior to the Acquisition. The aggregate cash purchase price for the Acquisition is

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approximately $784.3 million (the “Purchase Price”), which includes the repayment of IronPlanet’s outstanding debt of $38 million, subject to certain purchase price adjustments. See “— Sources and Uses of Funds.”

Consummation of the Acquisition is subject to customary conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of a material adverse change with respect to IronPlanet since the date of the Merger Agreement, as described in the Merger Agreement; (iii) the Committee on Foreign Investment in the United States (“CFIUS”) having provided a written notice to the effect that review of the transactions contemplated by the Merger Agreement has been concluded and has terminated all action under the Section 721 of the Defense Production Act of 1950, as amended; and (iv) absent termination of IronPlanet’s registrations or withdrawal of registrations under the International Traffic in Arms Regulation (the “ITAR”), the U.S. Department of State having concluded its review and not taken action to block or prevent the consummation of the Acquisition.

If the Acquisition is not consummated on or before October 31, 2017 or the Merger Agreement is terminated prior to such date, we will be required to redeem all of the outstanding notes at a redemption price equal to 100% of the original offering price of the notes, plus accrued and unpaid interest to, but excluding, the date of such mandatory redemption. See “Use of Proceeds.” There can be no assurance that the Acquisition will be consummated on the terms described herein or at all. See “The Transactions — The Acquisition.”

New Credit Facilities

On October 27, 2016, we entered into a credit agreement (the “New Credit Agreement”) among Ritchie Bros., as a borrower, and certain of its subsidiaries, each as a borrower or guarantor, Bank of America, N.A., as administrative agent, U.S. swing line lender and letter of credit issuer, Royal Bank of Canada, as Canadian swing line lender and letter of credit issuer, and the other lenders party thereto. The New Credit Agreement provides for (i) multicurrency revolving facilities (the “New Revolving Facilities”) in an aggregate amount of up to $675 million, (ii) a delayed-draw term loan facility (the “New Delayed-Draw Term Loan” and together with the New Revolving Facilities, the “New Credit Facilities”) in an aggregate amount of $325 million and (iii) at our election, subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or increases to the New Revolving Facilities in an aggregate amount of up to $50 million. In connection with the closing of the New Revolving Facilities, we terminated our pre-existing revolving bi-lateral credit facilities and our private notes shelf agreement, which consisted of $313.0 million of committed revolving credit facilities and private notes and $292.2 million of uncommitted credit facilities and private notes, as well as a $50 million bulge credit facility, and prepaid all outstanding debt issued under the terminated facilities using funds from the New Revolving Facilities (such refinanced indebtedness, the “Prior Ritchie Bros. Indebtedness”). Proceeds from the Delayed-Draw Facility can only be used to finance transactions contemplated by the Merger Agreement. See “Description of Certain Other Indebtedness.”

We refer to (i) the Acquisition, (ii) the refinancing of the Prior Ritchie Bros. Indebtedness, (iii) this offering of the notes and (iv) entering into, and borrowings under, the New Credit Facilities, collectively, as the “Transactions.”

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Sources and Uses of Funds

The following table sets forth the estimated sources and uses of funds in connection with the Transactions, assuming they occurred on September 30, 2016. The actual sources and uses of funds may vary from the estimated sources and uses of funds in the table and accompanying footnotes set forth below.

Sources						Uses
(in millions)
Cash on hand(1)		$	92.0				Purchase Price(3)			$	784.3
Notes offered hereby(2)			500.0				Prior Ritchie Bros. Indebtedness(4)				147.5
New Revolving Facilities			59.3				Cash settlement of accelerated options				6.7
New Delayed-Draw Term Loan			325.0				Transaction Fees and Expenses(5)				37.8
Total Sources		$	976.3				Total Uses			$	976.3

Other Recent Developments

Caterpillar Alliance Agreement

On August 29, 2016, we entered into a Strategic Alliance and Remarketing Agreement (the “Caterpillar Agreement”) with IronPlanet, Inc., a Delaware corporation and a wholly owned subsidiary of IronPlanet Holdings, Inc., and Caterpillar Inc., a Delaware corporation (“Caterpillar”), with respect to the formation of a strategic alliance that is subject to, contingent upon and will not be effective until consummation of the Acquisition.

The Caterpillar Agreement provides that upon consummation of the Acquisition, Caterpillar will designate us as a “preferred” but nonexclusive provider for online and on site auctions and marketplaces (including those of IronPlanet) in the countries where we do business in exchange for preferred rates and access to certain data and information.

If the Acquisition has not been consummated by the End Date (as defined below) or the Acquisition is approved by any regulatory authority on the condition that Ritchie Bros. make any changes to its business (structure, process or otherwise) that may materially impact Caterpillar’s value and benefit derived from the alliance or the intents of the Caterpillar Agreement (as determined by Caterpillar in its reasonable discretion), the Caterpillar Agreement shall be null and void and of no further force and effect.

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Kramer Auctions

On November 15, 2016, we acquired substantially all of the assets of Kramer Auctions Ltd. and Kramer Auctions — Real Estate Division Inc. (together, “Kramer”), a Canadian agricultural auction company with strong customer relationships in central Canada. Operating for more than 65 years, Kramer operates in Saskatchewan, Alberta and Manitoba as a premier agricultural auctioneer, offering both on-the-farm and on site live auctions for customers selling equipment, livestock and real-estate in the agricultural sector.

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Pro Forma EBITDA is derived from the unaudited pro forma financial information contained elsewhere in this offering circular. See “— Summary Historical Consolidated Financial and Other Data of Ritchie Bros.,” “— Summary Historical Consolidated Financial and Other Data of IronPlanet” and “Unaudited Pro Forma Condensed Consolidated Financial Information.” Pro Forma Adjusted EBITDA is also derived from the unaudited pro forma financial information contained elsewhere in this offering circular and represents Pro Forma EBITDA adjusted to add back or deduct certain items that management believes are unusual in nature or not comparable from period to period. Pro Forma EBITDA and Pro Forma Adjusted EBITDA are calculated by giving pro forma effect to the Transactions as if they had occurred at the beginning of the applicable period. Pro Forma EBITDA and Pro Forma Adjusted EBITDA are not the mathematical addition of Ritchie Bros.’ and IronPlanet’s EBITDA and Adjusted EBITDA, respectively. See “Non GAAP Financial Measures” for a discussion of the reasons why management believes Pro Forma Adjusted EBITDA is useful in evaluating our business and also for a discussion of the analytical limitations of these measures.

The following table provides a reconciliation of Pro Forma EBITDA and Pro Forma Adjusted EBITDA to pro forma net income:

		Pro Forma Year Ended December 31, 2015				Pro Forma Nine Months Ended September 30, 2015				Pro Forma Nine Months Ended September 30, 2016				Pro Forma Twelve Months Ended September 30, 2016
		(in thousands)
Net income		$	93,603			$	62,333			$	32,141			$	63,410
Depreciation and amortization			67,908				50,713				50,134				67,329
Less: Interest income			(2,660	)			(2,075	)			(1,354	)			(1,939	)
Interest expense			39,361				28,879				31,147				41,629
Current income tax expense			13,851				12,801				16,799				17,849
Less: Deferred income tax recovery			(2,636	)			(743	)			(1,847	)			(3,740	)
Pro Forma EBITDA			209,427				151,908				127,020				184,538
Gain on sale of excess property(a)			(8,384	)			—				—				(8,384	)
Impairment loss(b)			—				—				28,243				28,243
Customer equity incentives(c)			12,752				8,349				16,541				20,944
Operating synergies(d)			14,139				10,604				10,604				14,139
Pro Forma Adjusted EBITDA			227,934				170,861				182,408				239,480

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RISK FACTORS

We are incurring substantial indebtedness in connection with the Transactions, and the degree to which we will be leveraged following the completion of the Transactions may materially and adversely affect our business, financial condition and results of operations.

We are incurring substantial indebtedness in connection with the Transactions. As of September 30, 2016, on a pro forma basis, we would have had approximately $884.3 million of total debt (excluding debt issuance costs and capital lease obligations), consisting of $384.3 million under the New Credit Facilities and $500.0 million of notes offered hereby, and we would have had $600.2 million of availability under the New Credit Facilities after giving effect to the $15.5 million of letters of credit outstanding.

Our ability to make payments on and to refinance our indebtedness, including the debt incurred pursuant to the Transactions as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be forced to take certain actions, including reducing spending on marketing, advertising and new product innovation, reducing future financing for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in our industry, including both the live and online auction industry, could be impaired. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.

In addition, our substantial leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our substantial leverage could also impede our ability to withstand downturns in our industry or the economy in general.

Our debt instruments will have restrictive covenants that could limit our financial flexibility.

The terms of the New Credit Agreement contain, and the indenture governing the notes will contain, financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our ability to borrow under our New Credit Facilities is subject to compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant. The New Credit Agreement includes other restrictions that, among other things, limit our ability to incur indebtedness; grant liens; engage in mergers, consolidations and liquidations; make asset dispositions, restricted payments and investments; enter into transactions with affiliates; and amend, modify or prepay certain indebtedness. See “Description of Certain Other Indebtedness.” The indenture governing the notes will contain covenants that limit, among other things, our ability to:

See “Description of Notes — Certain Covenants.” Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of our funded debt. We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant portion of our outstanding indebtedness.

Risks Related to Our Business

Damage to our reputation for fairness, transparency and integrity could harm our business.

One of our founding principles is that our core auctions are fair and transparent and we believe this is one of our most significant competitive advantages. Closely related to this is our reputation for fairness and honesty in our dealings with our customers.

Our ability to continue to develop our brand strength, attract new customers and continue to do business with existing customers could be harmed if our reputation for fairness, transparency and integrity was damaged. If we are unable to maintain our reputation we could lose business and our financial condition and results of operations could be adversely affected.

Competition in our core markets could result in reductions in our future revenues and profitability.

The global used equipment market, including the auction segment of that market, is highly fragmented. We compete for potential purchasers and sellers of equipment with other auction companies and with non-auction competitors such as equipment manufacturers, distributors and

dealers, equipment rental companies, and other online marketplaces. When sourcing equipment to sell at our auctions or other marketplaces, we compete with other on site and online auction companies, OEM and independent dealers, equipment brokers, other third parties, and equipment owners that have traditionally disposed of equipment in private sales.

Some of our competitors have significantly greater financial and marketing resources and name recognition than we do. New competitors with greater financial and other resources may enter the equipment auction market in the future. Additionally, existing or future competitors may succeed in entering and establishing successful operations in new geographic markets prior to our entry into those markets. They may also compete against us through internet-based services and other combined service offerings.

If commission rates decline, or if our strategy to compete against our many competitors is not effective, our revenues, market share, financial condition and results of operations may be adversely impacted. We may be susceptible to loss of business if competing models become more appealing to customers. If our selling model becomes undesirable or we are not successful in adding services complementary to our existing selling model and business, we may not be successful increasing market penetration over the long-term, which could prevent us from achieving our long-term earnings growth targets.

Decreases in the supply of, demand for, or market values of used equipment, could harm our business.

Our revenues could decrease if there was significant erosion in the supply of, demand for, or market values of used equipment, which could adversely affect our financial condition and results of operations. We have no control over any of the factors that affect the supply of, and demand for, used equipment, and the circumstances that cause market values for equipment to fluctuate —  including, among other things, economic uncertainty, disruptions to credit and financial markets, lower commodity prices, and our customers’ restricted access to capital — are beyond our control. Recent economic conditions have caused fluctuations in the supply, mix and market values of used equipment available for sale, which has a direct impact on our revenues.

In addition, price competition and the availability of equipment directly affect the supply of, demand for, and market value of used equipment. Climate change initiatives, including significant changes to engine emission standards applicable to equipment, may also adversely affect the supply of, demand for or market values of equipment.

We may incur losses as a result of our guarantee and inventory contracts and advances to consignors.

Our most common type of auction contract is a straight commission contract, under which we earn a pre-negotiated, fixed commission rate on the gross sales price of the consigned equipment at auction. Straight commission contracts are used by us when we act as agent for consignors.

In recent years, a majority of our annual business has been conducted on a straight commission basis. In certain other situations, we will enter into underwritten transactions and either offer to:

We determine the level of guaranteed proceeds or inventory purchase price based on appraisals performed on equipment by our internal personnel. Inaccurate appraisals could result in guarantees or inventory values that exceed the realizable auction proceeds. In addition, a change in market values could also result in guarantee or inventory values exceeding the realizable auction proceeds. If auction proceeds are less than the guaranteed amount, our commission will be reduced and we could potentially incur a loss, and, if auction proceeds are less than the purchase price we paid for equipment that we take into inventory temporarily, we will incur a loss. Because a majority of our

auctions are unreserved, there is no way for us to protect against these types of losses by bidding on or acquiring any of the items at such auctions. In addition, we do not hold inventory indefinitely waiting for market conditions to improve. If our exposure to underwritten contracts increases, this risk would be compounded.

Occasionally, we advance to consignors a portion of the estimated auction proceeds prior to the auction. We generally make these advances only after taking possession of the assets to be auctioned and upon receipt of a security interest in the assets to secure the obligation. If we were unable to auction the assets or if auction proceeds were less than amounts advanced, we could incur a loss.

We are pursuing a long-term growth strategy, including developing and enhancing an appropriate sales strategy, that requires upfront investment with no guarantee of long-term returns.

We continue to pursue a long-term growth strategy, including developing and enhancing an appropriate sales strategy, that contemplates upfront investments, including (i) investments in emerging markets that may not generate profitable growth in the near term, (ii) adding new business and information solutions, and (iii) developing our people. Planning for future growth requires investments to be made now in anticipation of growth that may not materialize, and if our strategies do not successfully address the needs of current and potential customers we may not be successful in maintaining or growing our GAP and our financial condition and results of operations may be adversely impacted. We may also not be able to improve our systems and controls as a result of increased costs, technological challenges, or lack of qualified employees. A large component of our selling, general and administrative expenses is considered fixed costs that we will incur regardless of any GAP growth. There can be no assurances that our GAP and revenues will be maintained or grow at a more rapid rate than our fixed costs.

Part of our growth strategy includes growth through acquisitions, such as the Acquisition, which poses a number of risks. We may not be successful in identifying appropriate acquisition candidates, consummating acquisitions on satisfactory terms or integrating any newly acquired or expanded business with our current operations. Additionally, significant costs may be incurred in connection with any acquisition and our integration of such businesses with our business, including legal, accounting, financial advisory and other costs. We may also not realize the anticipated benefits of, and synergies from, such acquisition. We cannot guarantee that any future business acquisitions will be pursued or that any acquisitions that are pursued will be consummated.

Our business is subject to risks relating to our ability to safeguard our information systems, including the security and privacy of our customers’ confidential information.

We rely on information technology to manage our business, including maintaining proprietary databases containing sensitive and confidential information about our customers, suppliers, counterparties and employees (which may include personally identifiable information and credit information). An increasing number of websites have disclosed breaches of their security, some of which have involved sophisticated and highly targeted attacks on portions of their websites or infrastructure. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, change frequently, we may not be able to anticipate these techniques or to implement adequate preventative measures. Unauthorized parties may also attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving our employees or contractors. A party that is able to circumvent our security measures could misappropriate our or our customers’ confidential information, cause interruption to our operations, damage our computing infrastructure or otherwise damage our reputation. Although we maintain information security measures, there can be no assurance that we will be immune from these security risks, and any breach of our information security may have a material adverse impact on our business and results of operations.

Under credit card payment rules and our contracts with credit card processors, if there is a breach of payment card information that we store, we could be liable to the payment card issuing

banks for their cost of issuing new cards and related expenses. We may also be held liable for certain fraudulent credit card transactions and other payment disputes with customers. If we were unable to accept payment cards, our results of operations would be materially and adversely affected.

Security breaches could damage our reputation, cause a loss of confidence in the security of our services and expose us to a risk of loss or litigation and possible liability for damages. We may be required to make significant expenditures to protect against security breaches or to alleviate problems caused by any breaches. These issues are likely to become more costly as we expand. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches, and we may not be able to fully collect, if at all, under these insurance policies.

The availability and performance of our technology infrastructure, including our websites, is critical to our business.

The satisfactory performance, reliability and availability of our websites, enterprise resource planning system, processing systems and network infrastructure are important to our reputation and our business. Our systems may experience service interruptions or degradation because of hardware or software defects or malfunctions, computer denial of service, human error and natural events beyond our control. Some of our systems are not fully redundant, and our recovery planning may not be sufficient for all possible disruptions.

Further, we will need to continue to expand and upgrade our technology, transaction processing systems and network infrastructure both to meet increased usage of our online bidding service and other services offered on our website, to implement new features and functions and as a result of the Acquisition. Our business and results of operations could be harmed if we were unable to expand and upgrade in a timely manner our systems and infrastructure to accommodate any increases in the use of our internet services, or if we were to lose access to or the functionality of our internet systems for any reason, especially if such loss of service prevented Internet bidders from effectively participating in one of our auctions. Frequent, persistent or ill-timed interruptions to our internet services could cause current or potential customers to believe that our systems are unreliable, which could lead to the loss of customers and harm our reputation.

We use both internally developed and licensed systems for transaction processing and accounting, including billings and collections processing. We continually upgrade and improve these systems to accommodate growth in our business. If we are unsuccessful in continuing to upgrade our technology, transaction processing systems or network infrastructure to accommodate increased transaction volumes, it could harm our operations and interfere with our ability to expand our business.

If the mobile solutions available to consumers are not effective, the use of our technology platform could decline.

Visits and purchases made on mobile devices by consumers have increased in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make the use of a technology platform more difficult or less appealing to customers. Visits to our marketplaces on mobile devices may not convert into purchases as often as visits made through personal computers, which could result in less revenue for us.

Further, although we strive to provide engaging mobile experiences for customers who visit our mobile websites using a browser on their mobile device, as new mobile devices and mobile platforms are released, we may encounter problems in developing or supporting applications for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources. The success of our mobile applications could also be harmed by factors outside our control, such as:

If customers encounter difficulty accessing or using our technology platform on their mobile devices, or if sellers and buyers choose not to use our technology platform on their mobile devices, our growth prospects and our business may be adversely affected.

A deterioration of general macroeconomic conditions could materially and adversely affect our business.

Our performance is subject to macroeconomic conditions and their impact on customer spending. Adverse macroeconomic conditions typically result in a general tightening in credit markets, lower levels of liquidity, increased default and bankruptcy rates, and depressed levels of activity and investment. Challenging macroeconomic conditions may have a negative impact on the operations, financial condition and liquidity of many customers and, as a result, may negatively impact the volume of equipment listed for sale and the prices of equipment sold in our marketplace, thereby having a negative impact on our revenue and ability to grow our business. If sellers choose not to sell their assets as a result of adverse economic conditions, buyers are unable to purchase equipment based on their inability to obtain sufficient financing or are unwilling to do so given the market climate, or if customers are in general financial distress, our operations may be negatively affected and revenue from our marketplace may decrease.

Our ability to provide a high quality customer experience may depend on third parties and external factors over which we may have little or no control.

Our ability to provide a high quality and efficient customer experience is also dependent on external factors over which we may have little or no control, including, without limitation, the reliability and performance of the equipment sold in our marketplaces and the performance of third-party carriers who transport purchased equipment on behalf of buyers. If our customers are dissatisfied with the accuracy of our appraisals and inspections, the quality of the business insights provided by our other value-added services, or do not receive the equipment they purchased in a timely manner or in the condition that they expect, customers may stop using us to purchase equipment. Failure to provide customers with high quality and efficient customer experiences could substantially harm our reputation and adversely impact our efforts to develop customer and industry trust in our brands.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes in this or other regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as certain federal, provincial, state and local laws, rules and regulations, including those governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other services, and increase the cost of doing business, including providing online auction services. These regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts, and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel, and personal privacy apply to the Internet and e-commerce. Changes to regulations and unfavorable resolution of these issues may harm our business and results of operations.

Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of environmental and other regulations.

A variety of federal, provincial, state and local laws, rules and regulations throughout the world, including local tax and accounting rules, apply to our business. These relate to, among other things,

the auction business, imports and exports of equipment, property ownership laws, licensing, worker safety, privacy of customer information, land use and the use, storage, discharge and disposal of environmentally sensitive materials. Complying with revisions to laws, rules and regulations could result in an increase in expenses and a deterioration of our financial performance. Failure to comply with applicable laws, rules and regulations could result in substantial liability to us, suspension or cessation of some or all of our operations, restrictions on our ability to expand at present locations or into new locations, requirements for the acquisition of additional equipment or other significant expenses or restrictions.

The development or expansion of auction sites depends upon receipt of required licenses, permits and other governmental authorizations. Our inability to obtain these required items could harm our business. Additionally, changes or concessions required by regulatory authorities could result in significant delays in, or prevent completion of, such development or expansion.

Under some environmental laws, an owner or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage. These laws often impose liability without regard to whether the owner, lessee or other person knew of, or was responsible for, the presence of the hazardous or toxic substances. Environmental contamination may exist at our owned or leased auction sites, or at other sites on which we may conduct auctions, or properties that we may be selling by auction, from prior activities at these locations or from neighboring properties.

In addition, auction sites that we acquire or lease in the future may be contaminated, and future use of or conditions on any of our properties or sites could result in contamination. The costs related to claims arising from environmental contamination of any of these properties could harm our financial condition and results of operations.

There are restrictions in the United States, Canada and Europe and other jurisdictions in which we do business that may affect the ability of equipment owners to transport certain equipment between specified jurisdictions or the saleability of older equipment. One example of these restrictions is environmental certification requirements in the United States, which prevent non-certified equipment from entering into commerce in the United States. In addition, engine emission standards in some jurisdictions limit the operation of certain trucks and equipment in those markets.

These restrictions, or changes to environmental laws, including laws in response to climate change, could inhibit materially the ability of customers to ship equipment to or from our auction sites, reducing our GAP and harming our business, financial condition and results of operations.

International bidders and consignors could be deterred from participating in our auctions if governmental bodies impose additional export or import regulations or additional duties, taxes or other charges on exports or imports. Reduced participation by international bidders and consignors could reduce GAP and harm our business, financial condition and results of operations.

Our substantial international operations expose us to foreign exchange rate fluctuations that could harm our results of operations.

We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets. Fluctuating currency exchange rates may negatively affect our business in international markets and our related results of operations.

Although we report our financial results in U.S. dollars, a significant portion of our revenues are generated at auctions held outside the United States, primarily in currencies other than the U.S. dollar. In particular, a significant portion of our revenues are earned in the Canadian dollar and the Euro. Because we generate a significant portion of our revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates. We do not currently engage in foreign currency hedging arrangements, and, consequently, foreign currency fluctuations may adversely affect our results of operations.

The results of operations of our foreign subsidiaries are translated from local currency into U.S. dollars for financial reporting purposes. If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated revenues or expenses will result in increased U.S. dollar denominated revenues and expenses. Similarly, if the U.S. dollar strengthens against foreign currencies, particularly the Canadian dollar and the Euro, our translation of foreign currency denominated revenues or expenses will result in lower U.S. dollar denominated revenues and expenses. For the year ended December 31, 2015 and for the nine months ended September 30, 2016, foreign currency movements relative to the U.S. dollar negatively impacted revenues by approximately $40.5 million and $6.4 million, respectively.

In addition, currency exchange rate fluctuations between the different countries in which we conduct our operations impact the purchasing power of buyers, the motivation of consignors, asset values and asset flows between various countries, including those in which we do not have operations. These factors and other global economic conditions may harm our business and our results of operations.

Our business is subject to the risks of operating in foreign jurisdictions.

We operate in a large number of international jurisdictions. There are risks inherent in doing business internationally, including, but not limited to:

If we violate the complex foreign and U.S. laws and regulations that apply to our international operations, we may face fines, criminal actions or sanctions, prohibitions on the conduct of our business and damage to our reputation. These risks inherent in our international operations increase our costs of doing business internationally and may result in a material adverse effect on our operations or profitability.

Our business operations may be subject to a number of federal and local laws, rules and regulations including export control regulations.

Our business operations may be subject to a number of federal and local laws, rules and regulations, including the Export Administration Regulations, or EAR, maintained by the U.S. Department of Commerce, the International Traffic in Arms Regulations, or ITAR, maintained by the U.S. Department of State, economic sanctions regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and similar regulations in Canada and the European Union, or the E.U. We have implemented procedures regarding compliance with these laws, including monitoring, on an automatic and manual basis, the potential sellers and buyers in our marketplace and restricting business from certain countries. IronPlanet has also implemented arrangements in collaboration with the Department of Defense to guard against unauthorized exports of equipment sourced under IronPlanet’s contract with the Defense Logistics Agency, Disposition Services division of the Department of Defense (the “Surplus Contract”) under which IronPlanet

acquires, manages, and sells surplus rolling stock and surplus assets of the Department of Defense. But we can offer no assurances that these procedures will always be effective.

We have implemented certain processes and procedures to prevent sellers and buyers that are located in a Prohibited Jurisdiction or are Prohibited Persons from participating in our marketplaces. Such processes and procedures are designed so that our business is in compliance with OFAC-administered sanctions regulations and other applicable sanction regulations, including those in Canada and the E.U.

If we were to violate applicable export control or sanctions regulations, we could be subject to administrative or criminal penalties which, in certain circumstances, could be material. We could be subject to damages, financial penalties, denial of export privileges, incarceration of our employees, other restrictions on our operations, and reputational harm. Further, any action on the part of the U.S. Department of State, the U.S. Department of Commerce, OFAC or other applicable regulator against the company or any of our employees for potential violations of these laws could have a negative impact on our reputation and business, which might decrease stockholder value.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the Corruption of Foreign Public Officials Act, or the CFPOA, and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010, or the U.K. Bribery Act, and possibly other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities or facilitate the buying and selling of equipment. We face significant risks if we fail to comply with the FCPA, the CGPOA and other anti-corruption and anti-bribery laws that prohibit companies and their employees and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties or candidates, employees of public international organizations, and private-sector recipients for the corrupt purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA, the CFPOA or other applicable laws and regulations. In addition, we leverage various third parties to sell our solutions and conduct our business abroad. We, our channel partners, and our other third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We may be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. Our Code of Business Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws, which often carry substantial penalties.

Any violation of the FCPA, other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, which could have a material and adverse effect on our reputation, business, operating results and prospects. In addition, responding to any enforcement action may result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Income and commodity tax amounts, including tax expense, may be materially different than expected.

Our global operations are subject to tax interpretations, regulations, and legislation in the numerous jurisdictions in which we operate, all of which are subject to continual change.

We accrue and pay income taxes and have significant income tax assets, liabilities, and expense that are estimates based primarily on the application of those interpretations, regulations and

legislation and the amount of timing of future taxable income. Accordingly, we cannot be certain that our estimates and reserves are sufficient. The timing concerning the monetization of deferred income tax amounts is uncertain, as they are dependent on our future earnings and other events. Our deferred income tax amounts are valued based upon substantively enacted income tax rates in effect at the time, which can be changed by governments in the future.

The audit and review activities of tax authorities affect the ultimate determination of the actual amounts of commodity taxes payable or receivable, income taxes payable or receivable, deferred income tax assets and liabilities, and income tax expense.

There is no assurance that taxes will be payable as anticipated or that the amount or timing of receipt or use of the tax-related assets will be as currently expected. Our experience indicates that taxation authorities are increasing the frequency and depth of audits and reviews and, while our approach to accounting for tax positions has generally been deemed appropriate through recent audits by taxation authorities, future tax authority determinations could have a material impact to our financial position.

Our business could be harmed if we lost the services of one or more key personnel or recruit additional qualified personnel, which could materially affect our business and require us to incur substantial additional costs to recruit replacement personnel.

The growth and performance of our business depends to a significant extent on the efforts and abilities of our executive officers and senior managers. Many of our key executives have extensive experience with our business. These officers have knowledge and an understanding of our company and industry that cannot be readily duplicated. The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy, cause us to lose customers and reduce our revenues.

Our business could be harmed if we lost the services of any of these individuals. We do not maintain key person insurance on the lives of any of our executive officers. As a result, we would have no way to cover the financial loss if we were to lose the services of members of our senior management team. Additionally, as a result of the Transactions, our current and prospective employees could experience uncertainty about their future roles. This uncertainty may adversely affect our ability to attract and retain key employees.

If any of our key personnel or those of IronPlanet were to join a competitor or form a competing company, existing and potential customers could choose to form business relationships with that competitor instead of us. There can be no assurance that confidentiality, non-solicitation, non-competition or similar agreements signed by former directors, officers, employees or stockholders of us, IronPlanet or our transactional counterparties will be effective in preventing a loss of business.

Our future success largely depends on our ability to attract, develop and retain skilled employees in all areas of our business, as well as to design an appropriate organization structure and plan effectively for succession. Although we actively manage our human resource risks, there can be no assurance that we will be successful in our efforts. If we fail to attract, develop and retain skilled employees in all areas of our business, our financial condition and results of operations may be adversely affected and we may not achieve our growth or performance objectives.

We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations.

We are subject to general litigation and other claims that arise in the ordinary course of our business. The outcome and impact of such litigation cannot be predicted with certainty, but regardless of the outcome, these proceedings can have an adverse impact on us because of legal costs, diversion of management resources and other factors. While the results of these claims have not historically had a material effect on our business, financial condition or results of operations, we may not be able to defend ourselves adequately against these claims in the future, and these proceedings may have a material adverse impact on our financial condition or results of operations.

In addition to other legal proceedings, we may also be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies in the future. Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. We periodically receive notices that claim we have infringed, misappropriated, or misused other parties’ intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings. Any intellectual property claim against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our management. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.

Many potential litigants, including some patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights. Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these results could harm our business.

We may be unable to adequately protect or enforce our intellectual property rights, which could harm our reputation and adversely affect our growth prospects.

We regard our proprietary technologies and intellectual property as integral to our success. We protect our proprietary technology through a combination of trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and trademark laws.

We currently are the registered owners of many Internet domain names internationally. As we seek to protect our domain names in an increasing number of jurisdictions, we may not be successful in doing so in certain jurisdictions. Our competitors may adopt trade names or domain names similar to ours, thereby impeding our ability to promote our marketplace and possibly leading to customer confusion. In addition, we could face trade name or trademark or service mark infringement claims brought by owners of other registered or unregistered trademarks or service marks, including trademarks or service marks that may incorporate variations of our brand names. The legal means we use to protect our proprietary technology and intellectual property do not afford complete protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. We cannot guarantee that any of our present or future intellectual property rights will not lapse or be invalidated, circumvented, challenged or abandoned; or our intellectual property rights will provide competitive advantages to us; our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties; any of our pending or future patent applications will be issued or have the coverage originally sought; our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak. We also may allow certain of our registered intellectual property rights, or our pending applications or registrations for intellectual property rights, to lapse or to become abandoned if we determine that obtaining or maintaining the applicable registered intellectual property rights is not worthwhile.

Further, although it is our practice to enter into confidentiality agreements and intellectual property assignment agreements with our employees and contractors, these agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy, reverse engineer, or otherwise obtain and use our products or technology. We cannot be certain that we will be able to prevent unauthorized use of our technology or infringement or misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights. Effective patent, copyright, trademark, service mark, trade secret, and domain name protection is time-consuming and expensive to maintain. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our resources. In addition, our efforts may be met with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or may result in a court determining that our intellectual property rights are unenforceable. If we are unable to cost-effectively protect our intellectual property rights, then our business could be harmed. If competitors are able to use our technology or develop proprietary technology similar to ours or competing technologies, our ability to compete effectively and our growth prospects could be adversely affected.

We are subject to the terms of open source licenses because our technology platform incorporates open source software.

Some of the software powering our marketplace incorporates software covered by open source licenses. The terms of many open source licenses have not been interpreted by U.S. courts and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our marketplace. Under certain open source licenses, we could be required to publicly release the source code of our software or to make our software available under open source licenses. To avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software which could significantly interrupt our operations. In addition, use of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Use of open source software may also present additional security risks because the public availability of this software may make it easier for hackers and other third parties to determine how to compromise our technology platform. Any of these risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition and results of operations.

Our business continuity plan may not operate effectively in the event of a significant interruption of our business.

We depend on our information and other systems and processes for the continuity and effective operation of our business. We have implemented a formal business continuity plan covering most significant aspects of our business that would take effect in the event of a significant interruption to our business, or the loss of key systems as a result of a natural or other disaster. Although we have tested our business continuity plan as part of the implementation, there can be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a significant interruption of our business.

If we were subject to a disaster or serious security breach, it could materially damage our business, financial condition and results of operations.

Our insurance may be insufficient to cover losses that may occur as a result of our operations.

We maintain property and general liability insurance. This insurance may not remain available to us at commercially reasonable rates, and the amount of our coverage may not be adequate to cover all liabilities that we may incur. Our auctions generally involve the operation of large equipment close to a large number of people, and despite our focus on safe work practices, an accident could damage our facilities or injure auction attendees. Any major accident could harm our reputation and our business. In addition, if we were held liable for amounts exceeding the limits of our insurance coverage or for claims outside the scope of our coverage, the resulting costs could harm our financial condition and results of operations.

Certain global conditions may affect our ability to conduct successful events.

Like most businesses with global operations, we are subject to the risk of certain global conditions, such as pandemics or other disease outbreaks or natural disasters that could hinder our ability to conduct our scheduled auctions, restrict our customers’ travel patterns or their desire to attend auctions or impact our online operations, including disrupting the Internet or mobile networks or one or more of our service providers. If this situation were to occur, we may not be able to generate sufficient equipment consignments to sustain our business or to attract enough bidders to our auctions to achieve world fair market values for the items we sell. This could harm our financial condition and results of operations.

Our operating results are subject to quarterly variations.

Historically, our revenues and operating results have fluctuated from quarter to quarter. We expect to continue to experience these fluctuations as a result of the following factors, among others:

In addition, we may incur substantial costs when entering new geographies and the profitability of operations at new locations is uncertain as a result of the increased variability in the number and size of auctions at new sites. These and other factors may cause our future results to fall short of investor expectations or not to compare favorably to our past results. Further, as our results generally fluctuate from quarter to quarter, period-to-period comparisons of our results of operations may not be meaningful indicators of future performance.

New regulation in the areas of consumer privacy and commercial electronic messages may restrict or increase costs of our marketing efforts.

Our operation and marketing activities are subject to various types of regulations, including laws relating to the protection of personal information, consumer protection and competition. User data protection and communication-based laws may be interpreted and applied inconsistently from country to country, and these laws continue to develop in ways we cannot predict and that may adversely affect our business. Complying with these varying national requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business, and violations of privacy-related laws can result in significant penalties. See “— We process, store, and use personal information and other data, which subjects us to a variety of evolving governmental regulation, industry standards and self-regulatory schemes, contractual obligations, and other legal obligations related to privacy and data protection, which may increase our costs, decrease adoption and use of our products and services and expose us to liability.” A determination that there have been violations of laws relating to our marketing practices under communications-based laws could expose us to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm our business.

One example of such a law is Canada’s Anti-Spam Law, or CASL, which came into force on July 1, 2014. CASL prohibits the transmission of electronic messages for commercial purposes to an electronic address, which includes an electronic mail account, an instant messaging account, a telephone account, or any similar account, unless the recipient has consented to receiving the message and the message complies with the requirements under CASL. CASL also requires commercial electronic messages to comply with certain formality requirements, including the implementation of an unsubscribe mechanism. CASL further imposes certain restrictions on a service

provider’s ability to automatically install or cause to be installed computer software (including software updates) on a person’s device without the person’s consent. CASL, in its current form, may impose additional costs and processes with respect to communicating with existing and prospective customers and may limit cross-selling opportunities for affiliated companies, depending on whether the appropriate consents have been obtained. Penalties for non-compliance with CASL are considerable, including administrative monetary penalties of up to $10 million. The provisions of CASL providing a private right of action will come into force on July 1, 2017, and they will allow any persons to bring claims for contravention of CASL’s terms. The private right of action may lead to increased risk of class action suits. The Canadian Radio-television and Telecommunications Commission has also begun actively enforcing CASL and penalizing non-compliant organizations.

We process, store, and use personal information and other data, which subjects us to a variety of evolving governmental regulation, industry standards and self-regulatory schemes, contractual obligations, and other legal obligations related to privacy and data protection, which may increase our costs, decrease adoption and use of our products and services and expose us to liability.

There are a number of federal, provincial, state, local laws, rules and regulations, as well as contractual obligations and industry standards, that provide for certain obligations and restrictions with respect to data privacy and security, and the collection, storage, retention, protection, use, processing, transmission, sharing, disclosure and protection of personal information and other customer data. The scope of these obligations and restrictions is changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules, and their status remains uncertain.

Within the European Union, or EU, strict laws, including EU Directive 95/46/EC, already apply in connection with the collection, storage, retention, protection, use, processing, transmission, sharing, disclosure and protection of personal information and other customer data. The EU model has been replicated substantially or in part in various jurisdictions outside the United States. Data protection regulators within the EU and other jurisdictions have the power to fine non-compliant organizations significant amounts and seek injunctive relief, including the cessation of certain data processing activities. If personal data transfers to us and by us from the EU are considered illegitimate under EU Directive 95/46/EC and applicable member states’ implementations thereof, we may face a risk of enforcement actions taken by EU data protection authorities.

Additionally, the text of a new General Data Protection Regulation (“GDPR”) has been approved, which strengthens the existing data protection regulations in the EU. The GDPR is set to enter into full force during 2018 and its provisions increasing the maximum level of fines that EU regulators may impose to the greater of €100 million or 4% of worldwide annual sales. Such fines would be in addition to the rights of individuals to sue for damages in respect of any data privacy breach which causes them to suffer loss.

As Internet commerce and related technologies continue to evolve, thereby increasing a service provider’s capacity to collect, store, retain, protect, use, process and transmit large volumes of personal information, increasingly restrictive regulation by federal, provincial, state or foreign agencies becomes more likely. We believe that the adoption of increasingly restrictive regulation in the field of data privacy and security is likely in both the United States and in other jurisdictions, possibly as restrictive as the EU model. Obligations and restrictions imposed by current and future applicable laws, regulations, contracts and industry standards may affect our ability to provide all the current features of our products and services, and could require us to change our business practices in a manner adverse to our business.

In 2015, Canada’s federal privacy legislation was amended to implement mandatory data breach notification requirements and fines of up to $100,000 per occurrence for organizations that fail to keep a log of breaches or notify the Office of the Privacy Commissioner or affected individuals. The amendments are not yet in force pending approval of related regulations, which is expected sometime in 2017. Such obligations and restrictions may limit our ability to collect, store, process,

use, transmit and share data with our affiliated entities and third party partners. Compliance with, and other burdens imposed by, such obligations and restrictions could increase the cost of our operations. Failure to comply with obligations and restrictions related to data privacy and security could subject us to lawsuits, fines, criminal penalties, statutory damages, consent decrees, injunctions, adverse publicity and other losses that could harm our business.

In addition to government activity, privacy advocacy groups and industry groups have adopted and are considering the adoption of various self-regulatory standards and codes of conduct that, if applied to our business or current practices may place additional burdens on us, which may increase the costs of our products and services further reducing demand and harming our business.

Our customers may also accidentally disclose their passwords or store them on a mobile device that is lost or stolen, creating the perception that our systems are not secure against third-party access. Additionally, our third-party contractors may have access to customer data. If these or other third-party vendors violate applicable laws or our policies, such violations may also put our customers’ information at risk and could in turn have a material and adverse effect on our business. Any failure by us to protect our customers’ privacy and data, including as a result of our systems being compromised by hacking or other malicious or surreptitious activity, could result in a loss of customer confidence and ultimately in a loss of customers, which could materially and adversely affect our business.

Our articles, by-laws, shareholder rights plan and Canadian legislation contain provisions that may have the effect of delaying or preventing a change in control.

Certain provisions of our articles of amalgamation, and by-laws, as well as certain provisions of the Canada Business Corporations Act (the “CBCA”) and applicable Canadian securities law, could discourage potential acquisition proposals, delay or prevent a change in control or materially adversely impact the price that certain investors might be willing to pay for our common shares. Our articles of amalgamation authorize our board of directors to determine the designations, rights and restrictions to be attached to, and to issue an unlimited number of, junior preferred shares and senior preferred shares.

Our by-laws contain provisions establishing that shareholders must give advance notice to us in circumstances where nominations of persons for election to our board of directors are made by our shareholders other than pursuant to either a requisition of a meeting made in accordance with the provisions of the CBCA or a shareholder proposal made in accordance with the provisions of the CBCA. Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for election to the board of directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it to be valid.

Our board of directors has adopted a shareholder rights plan (the “Rights Plan”), pursuant to which we issued one right in respect of each common share outstanding. Under the Rights Plan, following a transaction in which any person becomes an “acquiring person” as defined in the Rights Plan, each right will entitle the holder to receive a number of common shares provided in the Rights Plan. The purposes of the Rights Plan are (i) to provide our board of directors time to consider value-enhancing alternatives to a take-over bid and to allow competing bids to emerge; (ii) to ensure that shareholders are provided equal treatment under a take-over bid; and (iii) to give adequate time for shareholders to properly assess a take-over bid without undue pressure. The Rights Plan can potentially impose a significant penalty on any person commencing a takeover bid that would result in the offeror becoming the beneficial owner of 20% or more of our outstanding common shares.

Any of these provisions, as well as certain provisions of the CBCA and applicable Canadian securities law, may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our stakeholders.

U.S. civil liabilities may not be enforceable against us, our directors, or our officers

We are governed by the CBCA and our principal place of business is in Canada. Many of our directors and officers reside outside of the United States, and all or a substantial portion of their assets, as well as a substantial portion of our assets, are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us and such directors and officers or to enforce judgments obtained against us or such persons, in U.S. courts, in any action, including actions predicated upon the civil liability provisions of U.S. federal securities laws or any other laws of the United States. Additionally, rights predicated solely upon civil liability provisions of U.S. federal securities laws or any other laws of the United States may not be enforceable in original actions, or actions to enforce judgments obtained in U.S. courts, brought in Canadian courts, including courts in the Province of British Columbia.

We are governed by the corporate laws of Canada which in some cases have a different effect on stakeholders than the corporate laws of Delaware.

We are governed by the CBCA and other relevant laws, which may affect the rights of stakeholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.

Risks Related to the Transactions

The Acquisition is subject to conditions and may not be completed or may not be completed as described.

A significant amount of the information contained in this offering circular relating to IronPlanet, including financial information given on a pro forma basis and certain information about our business, geographic presence and market position, gives pro forma effect to the completion of the Acquisition. Although we believe that the Acquisition will be completed as described herein, there can be no assurances that this will be the case.

The consummation of the Acquisition pursuant to the Merger Agreement is subject to the terms and conditions set out therein, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of a material adverse change with respect to IronPlanet since the date of the Merger Agreement, as described in the Merger Agreement; and (iii) the CFIUS having provided a written notice to the effect that review of the transactions contemplated by the Merger Agreement has been concluded and has terminated all action under the Section 721 of the Defense Production Act of 1950, as amended. The Acquisition will not be consummated until such clearances are received and such conditions are satisfied, which may take several months or longer. Furthermore, there can be no assurance that such clearances are received and such conditions are satisfied. Alternatively, the relevant antitrust authorities may authorize clearance of the Acquisition but demand that we implement certain remedies, such as undertakings or divestitures as a condition to close the Acquisition. Any such remedies would likely make the Acquisition less attractive and limit the size of the business we acquire and our ability to deliver the anticipated synergies and other benefits. We cannot assure you that we will be permitted to undertake the Acquisition in a timely fashion, without remedies, or at all.

If the Acquisition is not consummated on or before October 31, 2017 or the Merger Agreement is terminated prior to such date, we will be required to redeem all of the outstanding notes at a redemption price equal to 100% of the original offering price of the notes, plus accrued and unpaid interest to, but excluding, the date of such mandatory redemption. See “Description of the Notes — Redemption — Special Mandatory Redemption.”

Moreover, the Acquisition is expected to be consummated in accordance with the terms of the Merger Agreement, and the Merger Agreement may be modified, amended and waived at any time by the parties thereto, without the consent of the holders of the notes. Furthermore, modifications

and amendments made to the Merger Agreement may make the Acquisition less attractive. Any amendment made to the Merger Agreement may be adverse to the holders of the notes, which, in turn, may have an adverse effect on the return you expect to receive on the notes.

We could experience delays or impediments to executing our acquisition strategy and expanding our business due to antitrust laws.

Our proposed business acquisitions and dispositions, including the Acquisition, are subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as potentially the obtaining of certain other antitrust clearances. The relevant regulatory and antitrust authorities focus on the effects on competition, including the structure of the relevant markets and the pro-competitive benefits of the transaction. Any delay, prohibition or modification required by regulatory and antitrust authorities could adversely affect the terms of a proposed acquisition or could require us to modify or abandon an otherwise attractive acquisition opportunity.

Significant costs have been incurred and are expected to be incurred in connection with the consummation of the Transactions and the integration of IronPlanet with Ritchie Bros. into a combined company, including legal, accounting, financial advisory and other costs.

We expect to incur one-time costs in connection with integrating our operations, products and personnel with those of IronPlanet into a combined company, in addition to costs related directly to completing the Transactions. We would expect similar costs to be incurred in connection with any future acquisition. These costs may include expenditures for:

In addition, we expect to incur a number of non-recurring costs associated with combining our operations with those of IronPlanet. Additional unanticipated costs may yet be incurred as we integrate our business with IronPlanet. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of our operations with IronPlanet, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term.

We may not realize the anticipated benefits of, and synergies from, the Transactions and may become responsible for certain liabilities and integration costs as a result.

Business acquisitions involve the integration of new businesses that have previously operated independently from us. The integration of our operations with those of IronPlanet is expected to result in financial and operational benefits, as well as operating synergies we expect to capture through corporate expense reduction including elimination of duplicate corporate administrative costs, auction site rationalization as a result of a larger digital footprint, and integration of operations and systems. There can be no assurance, however, regarding when or the extent to which we will be able to realize these and other benefits. Integration may also be difficult, unpredictable, and subject to delay because of possible company culture conflicts and different opinions on future business development. We may be required to integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar. Difficulties associated with the integration of acquired businesses could have a material adverse effect on our business.

In addition, in connection with the Transactions, we have assumed, and may assume in connection with future acquisitions, certain potential liabilities. To the extent such liabilities are not identified by us or to the extent indemnifications obtained from third parties are insufficient to cover such liabilities, these liabilities could have a material adverse effect on our business.

Additionally, we entered into the Caterpillar Agreement under which Caterpillar will designate us, upon consummation of the Acquisition, as a “preferred” but nonexclusive provider for online and on site auctions and marketplaces (including, those of IronPlanet) in the countries where we do business in exchange for preferred rates and access to certain data and information. If the Acquisition has not been consummated by the End Date or the Acquisition is approved by any regulatory authority on the condition that Ritchie Bros. make any changes to its business (structure, process or otherwise), the Caterpillar Agreement will become null and void. If the Caterpillar Agreement becomes null and void, or is otherwise modified, it could adversely affect our anticipated benefits from the Acquisition.

Integrating our business with IronPlanet may divert our management’s attention away from operations.

Successful integration of IronPlanet’s operations, products and personnel with ours may place a significant burden on our management and other internal resources. The diversion of management’s attention, and any difficulties encountered in the transition and integration process, could adversely affect our business, financial condition and operating results.

Our historical and pro forma financial information may not be indicative of our future financial performance.

Our pro forma financial information included in this offering circular has been derived from the consolidated financial statements of Ritchie Bros. and the consolidated financial statements of IronPlanet, and relies on certain assumptions and estimates that relate to the expected fair value of acquired assets and assumed liabilities, related depreciation and amortization expenses, goodwill, acquisition costs, purchase price adjustments, interest expense and other amounts associated with the Transactions. Accordingly, our pro forma historical results of operations may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this offering circular.

Even if we are able to successfully integrate the operations of Ritchie Bros. and IronPlanet, we may not realize the full benefits that we anticipate. If we achieve the expected benefits, they may not be achieved within the anticipated time frame. Also, the benefits from the Acquisition may be offset by costs incurred in integrating Ritchie Bros. and IronPlanet, increases in other expenses, operating losses or problems in the business unrelated to the Acquisition. As a result, there can be no assurance that such synergies or other benefits will be achieved. See “— We may not realize the anticipated benefits of, and synergies from, the Transactions and may become responsible for certain liabilities and integration costs as a result.”

IronPlanet identified material weaknesses in its internal control over financial reporting.

IronPlanet and its independent auditor identified material weaknesses in IronPlanet’s internal control over financial reporting for the years ended December 31, 2014 and 2015. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Specifically, IronPlanet had a lack of resources to enable effective review over complex accounting areas and non-routine transactions in accordance with GAAP, and it did not perform effective reconciliations over certain accounts related to seller transactions.

IronPlanet has taken numerous steps to strengthen its internal controls, including hiring additional financial reporting personnel with technical accounting and financial reporting experience and enhancing its internal review procedures during the financial statement close process. The actions that they have taken are subject to ongoing management review as well as audit committee oversight. IronPlanet plans to complete the remediation process as quickly as possible. However, upon consummation of the Acquisition, we may conclude that these remedial measures were insufficient, or we may identify additional material weaknesses or significant deficiencies in IronPlanet’s internal control over financial reporting, which, in either case, may result in IronPlanet’s or our business and financial condition being adversely impacted.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information of Ritchie Bros. is presented to illustrate the pro forma effects of the following Transactions: 1) the Acquisition, 2) the refinancing of the outstanding Prior Ritchie Indebtedness, 3) entering into the New Credit Facilities and 4) this offering of the notes. We refer to these transactions collectively as the “Transactions”.

The unaudited pro forma condensed combined balance sheet as of September 30, 2016 combines the historical consolidated balance sheets of Ritchie Bros. and IronPlanet as of September 30, 2016, giving effect to the Transactions as if they had occurred on September 30, 2016. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2016 and 2015, the twelve months ended September 30, 2016, and the year ended December 31, 2015, combines the historical statements of operations of Ritchie Bros. and IronPlanet for the respective periods giving effect to the Transactions as if they had occurred on January 1, 2015, the first day of our 2015 fiscal year. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2016 is mathematically derived from the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015, plus the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2016, and less the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2015.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined balance sheet and statements of operations. The unaudited pro forma condensed combined financial information set forth below gives effect to adjustments to: (i) record acquired assets and assumed liabilities at their fair value; (ii) reflect depreciation and amortization of fair value adjustments for intangible assets, and debt assumed and debt repaid; (iii) reflect acquisition costs incurred in connection with the Transactions; (iv) reflect this offering of the notes; (v) reflect the refinancing of the Prior Ritchie Indebtedness and (vi) reflect the borrowings from the New Credit Facilities (collectively, the “Pro Forma Adjustments”).

The acquisition of IronPlanet will be treated as a business combination using the acquisition method of accounting under the provisions of ASC 805. The purchase price will be allocated to the assets and liabilities acquired based upon their estimated fair values as of the date of completion of the Acquisition. The allocation is dependent on certain valuations and other studies that have not progressed to a stage where there is sufficient information to make a final definitive allocation. A final determination of the fair value of acquired assets and liabilities, which cannot be made prior to the completion of the Acquisition, will be based on the actual net tangible and intangible assets that existed as of the date of completion of the Acquisition. Accordingly, the pro forma purchase price adjustments are preliminary, subject to future adjustments, and have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information presented below. The fair value of IronPlanet’s identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate by management of fair value as of September 30, 2016. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Adjustments to these preliminary estimates are expected to occur and these adjustments could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed combined financial information is presented for informational purposes only. The unaudited pro forma condensed combined financial information does not purport to represent what our results of operations or financial condition would have been had the Transactions described above actually occurred on the dates indicated, and it does not purport to project our results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed combined financial information does not reflect any cost savings or associated costs to achieve such savings from operating efficiencies, synergies, or other restructuring that may

result from the Acquisition. Further, this unaudited condensed combined financial information does not include the impacts of any future tax restructuring or intercompany loan arrangements that may be entered into. In addition, the pro forma financial information includes adjustments which are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes to the information.

The unaudited pro forma condensed combined financial information should be read in conjunction with the information included under the headings “Summary — Summary Historical Consolidated Financial and Other Data of Ritchie Bros.,” “Summary — Summary Historical Consolidated Financial and Other Data of IronPlanet,” “The Transactions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ritchie Bros.,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of IronPlanet” and the historical consolidated financial statements of Ritchie Bros. and related notes and the historical consolidated financial statements of IronPlanet and related notes, each of which is included elsewhere in this offering circular.

Unaudited Pro Forma Condensed Combined Balance Sheet
as of September 30, 2016
(in thousands of U.S. dollars)

		Historical Results								Pro Forma Adjustments (Note 4)																Ritchie Bros. Auctioneers Incorporated Pro Forma
		Ritchie Bros. Auctioneers Incorporated (As reported)				IronPlanet (As adjusted)				Acquisition Adjustments								Financing and Other
Assets
Current assets:
Cash and cash equivalents		$	230,984			$	81,392			$	(800,239	)			(A)			$	708,229				(M)			$	220,366
Restricted cash			83,413				16,835				—								—								100,248
Trade and other receivables			192,420				25,024				—								—								217,444
Inventory			42,371				4,220				—								—								46,591
Advances against auction contracts			3,839				12,362				—								—								16,201
Prepaid expenses and deposits			12,672				5,643				94				(B)				—								18,409
Assets held for sale			390				—				—								—								390
Income taxes receivable			5,882				—				—								—								5,882
			571,971				145,476				(800,145	)							708,229								625,531
Property, plant and equipment			528,634				3,058				—								—								531,692
Equity-accounted investments			7,649				—				—								—								7,649
Other non-current assets			4,770				2,862				—								—								7,632
Intangible assets			66,681				32,166				156,834				(C)				—								255,681
Goodwill			92,307				55,018				542,054				(D)				—								689,379
Deferred tax assets			15,475				—				—								—								15,475
		$	1,287,487			$	238,580			$	(101,257	)						$	708,229							$	2,133,039
Liabilties and Equity
Current liabilities:
Auction proceeds payable		$	274,741			$	87,052			$	—							$	—							$	361,793
Trade and other payables			122,288				28,925				(5,725	)			(E)				—								145,488
Income taxes payable			4,299				—				—								—								4,299
Short-term debt			39,013				—				—								17,375				(M)				56,388
Customer equity incentives payable			—				3,897				(3,897	)			(F)				—								—
Current portion of long-term debt			—				3,972				(3,972	)			(G)				16,250				(M)				16,250
			440,341				123,846				(13,594	)							33,625								584,218
Long-term debt			101,590				32,920				(32,920	)			(G)				681,522				(M)				783,112
Share unit liabilities			3,526				—				—								—								3,526
Other non-current liabilities			13,647				—				—								—								13,647
Deferred tax liabilities			30,592				806				30,251				(H)				—								61,649
Total liabilities			589,696				157,572				(16,263	)							715,147								1,446,152
Performance share units			3,438				—				—								—								3,438
Convertible preferred stock			—				143,524				(143,524	)			(I)				—								—
Stockholders’ equity
Share capital:
Common stock			120,911				—				—								—								120,911
Additional paid-in capital			26,602				45,937				(34,001	)			(J)				—								38,538
Retained earnings			591,430				(105,359	)			89,437				(K)				(6,918	)			(M)				568,590
Accumulated other comprehensive income			(49,314	)			(3,094	)			3,094				(L)				—								(49,314	)
Stockholders’ equity			689,629				(62,516	)			58,530								(6,918	)							678,725
Non-controlling interest			4,724				—				—								—								4,724
			694,353				(62,516	)			58,530								(6,918	)							683,449
		$	1,287,487			$	238,580			$	(101,257	)						$	708,229							$	2,133,039

 
 
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Twelve Months Ended September 30, 2016
(in thousands of U.S. dollars, except for per share amounts)

		Historical Results								Pro Forma Adjustments (Note 5)																Ritchie Bros. Auctioneers Incorporated Pro Forma
		Ritchie Bros. Auctioneers Incorporated (As reported)				IronPlanet (As adjusted)				Acquisition Adjustments								Financing and Other
Revenues		$	555,088			$	128,782			$	—							$	—							$	683,870
Customer equity incentives			—				(20,944	)			—				(A)				—								(20,944	)
Net Sales			555,088				107,838				—								—								662,926
Cost of services, excluding depreciation and amortization			65,166				41,454				—								—								106,620
			489,922				66,384				—								—								556,306
Selling, general and administrative expenses			278,568				76,215				(303	)			(B)				—								354,480
Acquisition-related costs			5,850				1,383				(5,897	)			(C)				—								1,336
Depreciation and amortization expenses			41,190				8,737				17,402				(D)				—								67,329
Gain on disposition of property, plant and equipment			(9,508	)			—				—								—								(9,508	)
Impairment loss			28,243				—				—								—								28,243
Foreign exchange loss (gain)			61				—				—								—								61
Total operating expense			344,404				86,335				11,202								—								441,941
Operating income/(loss)			145,518				(19,951	)			(11,202	)							—								114,365
Other income (expense):
Interest income			1,939				—				—								—								1,939
Interest expense			(4,503	)			(2,225	)			2,225				(E)				(37,126	)			(H)				(41,629	)
Equity income			1,356				—				—								—								1,356
Other, net			1,826				(4,265	)			3,927				(F)				—								1,488
			618				(6,490	)			6,152								(37,126	)							(36,846	)
Income/(loss) before income taxes			146,136				(26,441	)			(5,050	)							(37,126	)							77,519
Income tax expense/(benefit)
Current			39,409				1,575				(14,596	)			(G)				(8,539	)			(G)				17,849
Deferred			(6,230	)			589				2,713				(G)				(812	)			(G)				(3,740	)
Net income/(loss)		$	112,957			$	(28,605	)		$	6,833							$	(27,775	)						$	63,410
Net income/(loss) attributable to:
Stockholders		$	110,508			$	(28,605	)		$	6,833							$	(27,775	)						$	60,961
Non-controlling interests			2,449				—				—								—								2,449
		$	112,957			$	(28,605	)		$	6,833							$	(27,775	)						$	63,410
Earnings per share attributable to stockholders:
Basic		$	1.04			$	(1.91	)																		$	0.57				(I)
Diluted		$	1.03			$	(1.91	)																		$	0.57				(I)
Weighted average number of shares outstanding:
Basic			106,629,114				14,974,409																				106,629,114				(I)
Diluted			107,220,505				14,974,409																				107,603,641				(I)

 
 
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Nine Months Ended September 30, 2016
(in thousands of U.S. dollars, except for per share amounts)

		Historical Results								Pro Forma Adjustments (Note 5)																Ritchie Bros. Auctioneers Incorporated Pro Forma
		Ritchie Bros. Auctioneers Incorporated (As reported)				IronPlanet (As adjusted)				Acquisition Adjustments								Financing and Other
Revenues		$	419,626			$	100,626			$	—							$	—							$	520,252
Customer equity incentives			—				(16,541	)			—				(A)				—								(16,541	)
Net Sales			419,626				84,085				—								—								503,711
Cost of services, excluding depreciation and amortization			49,821				32,368				—								—								82,189
			369,805				51,717				—								—								421,522
Selling, general and administrative expenses			211,153				59,141				(1,902	)			(B)				—								268,392
Acquisition-related costs			5,440				1,383				(5,897	)			(C)				—								926
Depreciation and amortization expenses			30,560				6,055				13,519				(D)				—								50,134
Gain on disposition of property, plant and equipment			(1,017	)			—				—								—								(1,017	)
Impairment loss			28,243				—				—								—								28,243
Foreign exchange loss (gain)			332				—				—								—								332
			274,711				66,579				5,720								—								347,010
Operating income/(loss)			95,094				(14,862	)			(5,720	)							—								74,512
Other income/(expense):
Interest income			1,354				—				—								—								1,354
Interest expense			(3,357	)			(1,662	)			1,662				(E)				(27,790	)			(H)				(31,147	)
Equity income			1,209				—				—								—								1,209
Other, net			1,214				(3,392	)			3,343				(F)				—								1,165
			420				(5,054	)			5,005								(27,790	)							(27,419	)
Income/(loss) before income taxes			95,514				(19,916	)			(715	)							(27,790	)							47,093
Income tax expense/(benefit)
Current			35,767				73				(12,453	)			(G)				(6,588	)			(G)				16,799
Deferred			(5,838	)			589				3,781				(G)				(379	)			(G)				(1,847	)
Net income/(loss)		$	65,585			$	(20,578	)		$	7,957							$	(20,823	)						$	32,141
Net income/(loss) attributable to:
Stockholders		$	63,979			$	(20,578	)		$	7,957							$	(20,823	)						$	30,535
Non-controlling interests			1,606				—				—								—								1,606
		$	65,585			$	(20,578	)		$	7,957							$	(20,823	)						$	32,141
Earnings per share attributable to stockholders:
Basic		$	0.60			$	(1.38	)																		$	0.29				(I)
Diluted		$	0.60			$	(1.38	)																		$	0.28				(I)
Weighted average number of shares outstanding:
Basic			106,595,088				14,934,297																				106,595,088				(I)
Diluted			107,221,390				14,934,297																				107,652,364				(I)

 
 
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Year Ended December 31, 2015
(in thousands of U.S. dollars, except for per share amounts)

		Historical Results								Pro Forma Adjustments (Note 5)																Ritchie Bros. Auctioneers Incorporated Pro Forma
		Ritchie Bros. Auctioneers Incorporated (As reported)				IronPlanet (As adjusted)				Acquisition Adjustments								Financing and Other
Revenues		$	515,875			$	103,423			$	—							$	—							$	619,298
Customer equity incentives			—				(12,752	)			—				(A)				—								(12,752	)
Net Sales			515,875				90,671				—								—								606,546
Cost of services, excluding depreciation and amortization			56,026				32,645				—								—								88,671
			459,849				58,026				—								—								517,875
Selling, general and administrative expenses			254,580				59,958				9,124				(B)				—								323,662
Acquisition-related costs			410				—				—								—								410
Depreciation and amortization expenses			42,032				7,992				17,884				(D)				—								67,908
Gain on disposition of property, plant and equipment			(9,691	)			—				—								—								(9,691	)
Impairment loss			—				—				—								—								—
Foreign exchange loss (gain)			(2,322	)			—				—								—								(2,322	)
			285,009				67,950				27,008								—								379,967
Operating income/(loss)			174,840				(9,924	)			(27,008	)							—								137,908
Other income/(expense):
Interest income			2,660				—				—								—								2,660
Interest expense			(4,962	)			(5,017	)			5,017				(E)				(34,399	)			(H)				(39,361	)
Equity income			916				—				—								—								916
Other, net			2,982				(4,698	)			4,411				(F)				—								2,695
			1,596				(9,715	)			9,428								(34,399	)							(33,090	)
Income/(loss) before income taxes			176,436				(19,639	)			(17,580	)							(34,399	)							104,818
Income tax expense/(benefit)
Current			42,420				(6,270	)			(15,523	)			(G)				(6,776	)			(G)				13,851
Deferred			(4,559	)			—				3,685				(G)				(1,762	)			(G)				(2,636	)
Net income/(loss)		$	138,575			$	(13,369	)		$	(5,742	)						$	(25,861	)						$	93,603
Net income/(loss) attributable to:
Stockholders		$	136,214			$	(13,369	)		$	(5,742	)						$	(25,861	)						$	91,242
Non-controlling interests			2,361				—				—								—								2,361
		$	138,575			$	(13,369	)		$	(5,742	)						$	(25,861	)						$	93,603
Earnings per share attributable to stockholders:
Basic		$	1.27			$	(1.08	)																		$	0.85				(I)
Diluted		$	1.27			$	(1.08	)																		$	0.85				(I)
Weighted average number of shares outstanding:
Basic			107,075,845				12,396,813																				107,075,845				(I)
Diluted			107,432,474				12,396,813																				107,597,476				(I)

 
 
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations
for the Nine Months Ended September 30, 2015
(in thousands of U.S. dollars, except for per share amounts)

		Historical Results								Pro Forma Adjustments (Note 5)																Ritchie Bros. Auctioneers Incorporated Pro Forma
		Ritchie Bros. Auctioneers Incorporated (As reported)				IronPlanet (As adjusted)				Acquisition Adjustments								Financing and Other
Revenues		$	380,413			$	75,267			$	—							$	—							$	455,680
Customer equity incentives			—				(8,349	)			—				(A)				—								(8,349	)
Net Sales			380,413				66,918				—								—								447,331
Cost of services, excluding depreciation and amortization			40,681				23,559				—								—								64,240
			339,732				43,359				—								—								383,091
Selling, general and administrative expenses			187,165				42,885				7,525				(B)				—								237,575
Depreciation and amortization expenses			31,402				5,310				14,001				(D)				—								50,713
Gain on disposition of property, plant and equipment			(1,200	)			—				—								—								(1,200	)
Impairment loss			—				—				—								—								—
Foreign exchange loss (gain)			(2,051	)			—				—								—								(2,051	)
			215,316				48,195				21,526								—								285,037
Operating income/(loss)			124,416				(4,836	)			(21,526	)							—								98,054
Other income/(expense):
Interest income			2,075				—				—								—								2,075
Interest expense			(3,816	)			(4,454	)			4,454				(E)				(25,063	)			(H)				(28,879	)
Equity income			769				—				—								—								769
Other, net			2,370				(3,825	)			3,827				(F)				—								2,372
			1,398				(8,279	)			8,281								(25,063	)							(23,663	)
Income/(loss) before income taxes			125,814				(13,115	)			(13,245	)							(25,063	)							74,391
Income tax expense/(benefit)
Current			38,778				(7,772	)			(13,380	)			(G)				(4,825	)			(G)				12,801
Deferred			(4,167	)			—				4,753				(G)				(1,329	)			(G)				(743	)
Net income/(loss)		$	91,203			$	(5,343	)		$	(4,618	)						$	(18,909	)						$	62,333
Net income/(loss) attributable to:
Stockholders		$	89,685			$	(5,343	)		$	(4,618	)						$	(18,909	)						$	60,815
Non-controlling interests			1,518				—				—								—								1,518
		$	91,203			$	(5,343	)		$	(4,618	)						$	(18,909	)						$	62,333
Earnings per share attributable to stockholders:
Basic		$	0.84			$	(0.43	)																		$	0.57				(I)
Diluted		$	0.83			$	(0.43	)																		$	0.57				(I)
Weighted average number of shares outstanding:
Basic			107,041,819				12,356,701																				107,041,819				(I)
Diluted			107,433,359				12,356,701																				107,586,202				(I)

 
 
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

Note 1. Basis of Preparation

Ritchie Bros.’ historical results are derived from Ritchie Bros.’ audited consolidated income statement for the fiscal year ended December 31, 2015, unaudited consolidated balance sheet as of September 30, 2016 and unaudited consolidated income statements for the nine months ended September 30, 2015 and 2016, which are prepared in accordance with U.S. GAAP and included elsewhere in this offering circular.

IronPlanet’s historical results are derived from IronPlanet’s audited consolidated statement of operations for the fiscal year ended December 31, 2015, unaudited consolidated balance sheet as of September 30, 2016 and unaudited consolidated statements of operations for the nine months ended September 30, 2015 and 2016, which are prepared in accordance with U.S. GAAP and included elsewhere in this offering circular. Certain balances were reclassified within the IronPlanet’s “as Adjusted” column in the unaudited pro forma condensed combined financial information so that presentation would be consistent with ours.

The historical financial information has been adjusted to give pro forma effect to events that are: (a) directly attributable to the Transactions, (b) factually supportable, and (c) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed, and have been prepared to illustrate the estimated effect of the Transactions. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed as of the date the acquisition closes, and could result in material changes to the unaudited pro forma condensed combined financial information, including goodwill.

The pro forma financial information has been prepared using the acquisition method of accounting for business combinations under U.S. GAAP. The acquisition method of accounting is dependent upon certain valuations and other studies that are in progress. The final determination of fair value of assets acquired and liabilities assumed could result in material changes to the pro forma financial information.

In order to prepare the pro forma financial information, Ritchie Bros. performed a preliminary review of IronPlanet’s accounting policies to identify significant differences from Ritchie Bros.’ accounting policies used to prepare Ritchie Bros.’ historical financial statements. Based on the procedures performed to date, the accounting policies of IronPlanet are similar in most material respect to those of ours. After the Acquisition is completed, Ritchie Bros. will conduct an additional review of IronPlanet’s accounting policies to determine if differences in accounting policies require adjustment or reclassification of IronPlanet’s results of operations, assets or liabilities to conform to Ritchie Bros.’ accounting policies and classifications. As a result of that review, Ritchie Bros. may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on its future consolidated financial statements.

The pro forma financial information is preliminary, provided for illustrative purposes only and do not purport to represent what the combined actual consolidated results of operations or consolidated balance sheet would have been had the Transactions occurred on the dates assumed, nor are they indicative of the combined future consolidated results of operations or financial position. The actual results reported in periods following the Transactions may differ significantly from those reflected in these pro forma financial information presented herein for a number of reasons, including, but not limited to, differences between the assumptions used to prepare this pro forma financial information and actual amounts, cost savings or associated costs to achieve such savings from operating efficiencies, synergies, debt refinancing, or other restructuring that may result from the Transactions. Non-recurring items related to the Transactions were not included in the unaudited pro forma condensed combined statements of operations.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

Note 2. Calculation of Estimated Purchase Consideration

The calculation of the estimated purchase price for IronPlanet presented below is based on the terms of the Merger Agreement. The estimated purchase price that is reflected in this unaudited pro forma condensed combined financial information does not purport to represent what the actual purchase price will be and the actual purchase price may differ materially from the estimated purchase price due to possible fluctuations in working capital, changes in IronPlanet’s indebtedness, the final calculated value of unvested options and other various items.

Estimated purchase consideration is as follows (in thousands of U.S. dollars):

		Estimated Purchase Consideration
Estimated cash payment to common equity holders		$	746,317
Repayment of IronPlanet long-term debt			38,000
Issuance of Ritchie Bros. unvested options			11,936
Total estimated purchase consideration		$	796,253

Payment to common equity holders includes $35,000,000 to be held in escrow for indemnity claims and for the representative as specified in the Merger Agreement. Holders of IronPlanet unvested equity interests as of the acquisition date will be converted to Ritchie Bros. replacement awards subject to the same vesting schedule and restrictions as applied prior to the Acquisition. The value attributed to pre combination services for the unvested equity interests has been included in the preliminary purchase consideration.

Note 3: Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of IronPlanet are recorded at the acquisition date fair values. The purchase price allocation is preliminary and based on preliminary estimates of the fair value and useful lives of the assets acquired and liabilities assumed as of September 30, 2016. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

Note 3: Preliminary Purchase Price Allocation  – (continued)

The following table sets forth a preliminary allocation of the estimated purchase consideration to the preliminary fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of IronPlanet based on IronPlanet’s September 30, 2016 balance sheet, with the excess recorded as goodwill (in thousands of U.S. dollars):

Assets acquired:
Cash and cash equivalents		$	81,392
Restricted cash			16,835
Trade and other receivables			25,024
Inventory			4,220
Advances against auction contracts			12,362
Prepaid expenses and deposits			5,737
Property, plant and equipment			3,058
Other non-current assets			2,862
Intangible assets			189,000
Total assets acquired		$	340,490
Liabilities assumed:
Auction proceeds payable		$	87,052
Trade and other payables			23,200
Deferred tax liabilities			31,057
Total liabilities assumed			141,309
Net assets acquired, excluding goodwill (a)			199,181
Total preliminary estimated purchase price (b)			796,253
Estimated goodwill (b-a)		$	597,072