EX-FILING FEES 13 ny20005846x2_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables

Form S-4
(Form Type)

Ritchie Bros. Auctioneers Incorporated
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Share
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount
of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to Be Paid
Equity
Common Share Purchase  Rights (1)
 
 
Fees Previously Paid
Equity
Common
Shares, no par
value per
share
457(f)(1)
457(c)
71,100,000 (2)
$38.27
$5,156,563,860 (3)
0.0001102
$571,125 (4)
       
Carry Forward Securities
Carry Forward Securities
 
   
 
Total Offering Amounts
 
$5,156,563,860
 
$571,125
       
 
Total Fees Previously Paid
     
$571,125
       
 
Total Fee Offsets
             
 
Net Fees Due
     
$0
       


1
Each common share, no par value, (“RBA common shares”), of the registrant, Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“RBA”) to be registered hereunder shall, upon the issuance thereof, have a right attached which, upon the occurrence of certain events, entitles the holder thereof to acquire one RBA common share at 50% of the market price at the time of exercise, as further described in the Amended and Restated Shareholder Rights Plan Agreement, dated as of February 28, 2019, by and between RBA and Computershare Investor Services, Inc., as Rights Agent.
   
2
Relates to the maximum number of RBA common shares issuable to holders of common stock, $0.01 par value per share (“IAA common stock”) and restricted stock units, performance restricted stock units, options, phantom stock awards and restricted stock awards of IAA, Inc., a Delaware corporation (“IAA”), upon completion of the merger of Impala Merger Sub 1, a Delaware corporation (“Merger Sub 1”) and a direct, wholly owned subsidiary of Ritchie Bros. Holdings, Inc., a Washington corporation (“US Holdings”), with and into IAA (the “First Merger), with IAA surviving as an indirect wholly owned subsidiary of RBA and a direct wholly owned subsidiary of US Holdings (the “Surviving Corporation”), and immediately following the First Merger, the completion of the merger of the Surviving Corporation with and into Impala Merger Sub II, a Delaware corporation (“Merger Sub 2”), with Merger Sub 2 surviving as a direct wholly owned subsidiary of US Holdings (the “Second Merger”) and together with the First Merger, the “Mergers”), as described in the joint proxy statement/prospectus contained herein. The amount of RBA common shares to be registered is equal to the sum of (A) the product of (i) 133,769,775 shares of IAA common stock issued and outstanding as of January 25, 2023 multiplied by (ii) 0.5252 (the “exchange ratio”) plus (B) the sum of (a) (i) 234,142 the number of shares of IAA common stock issuable upon the exercise of IAA options outstanding as of January 25, 2023, (ii) 337,737.50 the number of shares of IAA common stock issuable upon the exercise of IAA restricted stock units outstanding as of January 25, 2023, (iii) 312,172.50 the number of shares of IAA common stock issuable upon the exercise of IAA performance restricted stock units outstanding as of January 25, 2023 multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement) plus (C) 87,847 the estimated maximum number of RBA common shares that are expected to be issuable for each outstanding IAA common stock upon the exercise of IAA phantom stock awards and IAA restricted stock awards, each outstanding as of January 25, 2023, multiplied by the exchange ratio.
   
3
Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The proposed maximum aggregate offering price is solely for the purposes of calculating the registration fee and was calculated based upon the market value of shares of IAA common stock issued and outstanding (the securities to be cancelled in the mergers) in accordance with Rule 457(c) under the Securities Act as follows: the product obtained by multiplying (A) $38.27, the average of the high and low prices per share of IAA common stock on December 7, 2022, as quoted on the NYSE, by (B) 134,741,674, the estimated maximum number of shares of IAA common stock that may be exchanged for the RBA shares being registered.
   
4
Calculated pursuant to Section 6(b) of the Securities Act at a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price.