Lexpert Magazine

September 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | SEPTEMBER 2017 19 INDUSTRY ANALYSIS | CORPORATE TRANSACTIONS OF IMPORTANCE | Oil & Gas Oil & Gas 5 Oil & Gas 4 Financials Power Pipelines Automotive Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples 3 Energy & Power Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Media & Entertainment 2 High Tech TRANSACTION VITALS ANNOUNCED: 8/29/2016 CLOSED: 5/31/2017 ACQUIRER: FRIENDLY ATTITUDE: DOMESTIC ACQUIRER SOUGHT: 100% DARREN WATT SVP, GENERAL COUNSEL RITCHIE BROS. AUCTIONEERS MARGARET BROWN SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP (FOR RITCHIE BROS., LEAD COUNSEL) MANDEEP DHALIWAL LAWSON LUNDELL LLP (FOR RITCHIE BROS. IN CANADA, DEBT FACILITY AND CORPORATE) DAVID FROST MCCARTHY TÉTRAULT LLP (FOR RITCHIE BROS. IN CANADA, SECURITIES AND TAX) On May 31, 2017, Ritchie Bros. Auctioneers Inc. (Ritchie Bros.) com- pleted its previously announced acquisition of IronPlanet. Ritchie Bros. is the world's largest industrial auctioneer and leading equipment distributor. IronPlanet is a leading online marketplace for heavy equipment and other durable assets. Ritchie Bros. acquired IronPlanet for approximately US$758.5 million aer receiving unconditional antitrust clearance from the US Department of Justice. e acquisition was financed by the net proceeds from a US$500 million private placement of its 5.37-per-cent senior notes due 2025 and US$325 million of a delayed-draw term loan. As a part of this acquisition, Ritchie Bros. also entered into an ini- tial five-year strategic alliance with Caterpillar, Inc. Under the alli- ance, Ritchie Bros. will become Caterpillar's preferred global partner for live onsite and online auctions for used Cat equipment, and will complement existing offerings within Cat dealer channels. Ritchie Bros. was represented by Darren Watt, Ranj Sangra and Ryan Welsh of its Vancouver-based internal legal group. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead counsel to Ritchie Bros. with a team that included Margaret Brown, Adam King and Nathaniel Adams (M&A), Cliff Gross, Paul Schockett and Jared Binstock (tax), Kristine Dunn and David Kitchen (banking), Gregg Noel and Robert Goldstein (corporate finance), and Joseph Penko and Timothy Nelson (executive com- pensation and benefits). Dechert LLP represented Ritchie Bros. as US special antitrust counsel with a team that included James Fishkin, Rani Habash and Konstantin Medvedovsky. Lawson Lundell LLP acted as Canadian counsel to Ritchie Bros. with respect to debt facility and corporate matters with a team that included Mandeep Dhaliwal, Jyotika Reddy and Andrew Robertson. Dorsey & Whitney LLP acted as US securities counsel to Ritchie Bros. with a team that included Chris Doerksen, Ryan Brady, Clint Foss and Randal Jones. McCarthy Tétrault LLP acted as Canadian securities and tax counsel to Ritchie Bros. with a team that included David Frost, Christopher Falk and Claire Sung. Osler, Hoskin & Harcourt LLP acted as Canadian counsel to the initial purchasers with a team that included Michael Hart, Rob Lando, Michael Sherman and Greg Wylie. IronPlanet was represented by Doug Feick of its internal legal group; and by Orrick, Herrington & Sutcliffe LLP as lead M&A counsel. e Orrick team was led by partners Richard Smith, Gar- ret Rasmussen, Steve Malvey and Nancy Chen. e team was also backed by Pat Zeigler, Daniel Yost, Harry Clark, Douglas Lahn- borg and Matt Rose, as well as Chris Trester, Michael Yang, Tim E-Commerce Construction & Engineering Consumer Staples RITCHIE BROS. COMPLETES ITS US$758.5M ACQUISITION OF IRONPLANET

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