8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2023

  

IAA, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38580	83-1030538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

IAA, Inc.

Two Westbrook Corporate Center, Suite 500

Westchester, Illinois 60154

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (708) 492-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IAA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note.

As previously announced, IAA, Inc., a Delaware corporation (“IAA”) , entered into an Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022 and amended as of January 22, 2023 (the “Merger Agreement”), with Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“RBA”), Ritchie Bros. Holdings, Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of RBA (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 1”) and Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings (“Merger Sub 2”).

Item 1.02. Termination of a Material Definitive Agreement.

Termination of the Credit Agreement

In connection with the consummation of the transactions contemplated by the Merger Agreement on March 20, 2023, IAA terminated the Credit Agreement, dated as of April 30, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among IAA, as borrower, the other loan parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank. In connection with the termination of the Credit Agreement, all outstanding borrowings and all unpaid fees thereunder were paid in full and all commitments thereunder were terminated.

Redemption of Senior Notes

In connection with the consummation of the transactions contemplated by the Merger Agreement, on March 20, 2023, IAA redeemed all of IAA’s 5.500% Senior Notes due 2027 (the “Senior Notes”) issued pursuant to that certain Indenture, dated as of June 6, 2019, (the “Indenture”) by and between IAA, the guarantors party thereto and U.S. Bank National Association. In accordance with the Indenture, IAA redeemed $500 million in the aggregate principal amount of the Senior Notes at a redemption price equal to 102.750% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest thereon through but not including March 20, 2023.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 20, 2023, RBA completed its acquisition of IAA pursuant to the Merger Agreement, the terms of which are described in Item 1.01 of each of the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by IAA on November 7, 2022 and the Current Report on Form 8-K filed with the SEC by IAA on January 23, 2023, each of which Items is incorporated by reference herein.

Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub 1 was merged with and into IAA (the “First Merger”), with IAA surviving the First Merger as a direct wholly owned subsidiary of US Holdings (the “Surviving Corporation”) and (ii) immediately following the consummation of the First Merger, the Surviving Corporation was merged with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct wholly owned subsidiary of US Holdings (such surviving entity, the “Surviving LLC”).

Pursuant to the Merger Agreement, each share of common stock, par value $0.01 per share, of IAA (the “IAA Common Stock”) issued and outstanding immediately prior to the effective time of the First Merger (the “Effective Time”) (excluding any shares of IAA Common Stock held by IAA as treasury stock, owned by RBA, US Holdings, Merger Sub 1 and Merger Sub 2 immediately prior to the Effective Time, or owned by stockholders of IAA (“IAA Stockholders”) who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the Delaware General Corporation Law) was converted automatically into the right to receive: (A) 0.5252 (the “Exchange Ratio”) of a common share, without par value, of RBA (the “RBA Common Shares”) and (B) $12.80 in cash, without interest and less any applicable withholding taxes. Additionally, the holders of the outstanding IAA restricted stock awards (“IAA RSAs”) and outstanding IAA phantom stock awards (“IAA Phantom Stock Awards”) granted to a non-employee director of IAA pursuant to the IAA 2019 Omnibus Stock and Incentive Plan (the “IAA Equity Plan”) and its Directors Deferred Compensation Plan (as defined in the Merger Agreement) received (i) 0.5252 of a common share of RBA and (ii) $12.80 in cash, without interest and less any applicable withholding taxes, in respect of each share of IAA Common Stock underlying such holder’s IAA RSA or IAA Phantom Stock Award, as applicable. In respect of shares of IAA Common Stock issued and outstanding immediately prior to the Effective Time (including any IAA RSAs and IAA Phantom Stock Award that vested in accordance with their terms as of the Effective Time), RBA delivered approximately 70.3 million RBA common shares and approximately $1.7 billion in cash in the aggregate for payment to former IAA stockholders. IAA Stockholders received cash in lieu of any fractional RBA Common Shares to which they would otherwise be entitled.

In addition, with respect to IAA’s outstanding equity awards, at the Effective Time:

• each outstanding IAA option (“IAA Option”) to purchase shares of IAA Common Stock granted under the IAA Equity Plan, whether vested or unvested, was assumed by RBA and converted into an option to purchase the number of RBA Common Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of IAA Common Stock subject to such option immediately prior to the Effective Time by (ii) 0.763139 (the “Equity Award Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of such option immediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio;

• each outstanding IAA restricted stock unit award (“IAA RSU Award”) granted pursuant to the IAA Equity Plan that was subject solely to time-based vesting immediately prior to the Effective Time, whether vested or unvested, was assumed by RBA and converted into the right to receive, upon vesting, the number of RBA Common Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of IAA Common Stock subject to such award immediately prior to the Effective Time by (ii) the Equity Award Exchange Ratio; and

• each outstanding IAA performance restricted stock unit award (“IAA PRSU Award”) granted pursuant to the IAA Equity Plan that was subject to performance-based vesting immediately prior to the Effective Time, whether vested or unvested, was assumed by RBA and converted into the right to receive, upon vesting, the number of RBA Common Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of IAA Common Stock subject to such award immediately prior to the Effective Time (determined based on the target number of shares subject to such award) by the Equity Award Exchange Ratio.

Except as set forth above, each assumed IAA Option, IAA RSU Award and IAA PRSU Award will be subject to the same terms and conditions, including vesting, exercise, expiration and/or forfeiture provisions (other than performance-based vesting provisions), applicable to the corresponding IAA equity award as of immediately prior to the Effective Time (including the terms of the IAA Equity Plan and the applicable award agreements).

RBA funded the cash component of the Merger Consideration with cash on hand and newly obtained debt financing.

The Merger Agreement is not intended to be a source of factual, business or operational information about RBA, IAA or their respective subsidiaries. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.

The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by IAA with the SEC on November 7, 2022 and a copy of the Amendment to the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by IAA with the SEC on January 23, 2023, and are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

In connection with the consummation of the Mergers, IAA requested that the New York Stock Exchange suspend trading of the IAA Common Stock at the close of market trading on March 20, 2023 and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister IAA Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Surviving LLC intends to file with the SEC on behalf of IAA a certification on Form 15 requesting that IAA’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Explanatory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Mergers, a change in control of IAA occurred. Following the consummation of the Mergers, the Surviving LLC (as successor to IAA) became an direct wholly-owned subsidiary of US Holdings.

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2023, pursuant to the Merger Agreement and as result of the consummation of the Mergers, each of the directors of IAA (John P. Larson, John W. Kett, Brian Bales, William Breslin, Sue Gove, Lynn Jolliffe, Peter Kamin, Olaf Kastner and Michael Sieger) resigned from the board of directors of IAA and all committees thereof. On the same day, pursuant to the Merger Agreement and the previously disclosed cooperation agreement, dated as of January 22, 2023, by and among IAA and affiliates of Ancora Advisors, LLC, and as a result of the consummation of the Mergers, Brian Bales, William Breslin, Michael Sieger and Timothy O’Day were appointed as members of the RBA board of directors with terms expiring at RBA’s 2023 Annual Meeting of Shareholders. These individuals constitute the “IAA Designees” for all purposes of the Merger Agreement.

Pursuant to the Merger Agreement, Eric Jacobs, Chief Financial Officer of RBA, and James Kessler, President and Chief Operating Officer of RBA, became members of the board of managers of the Surviving LLC (as successor to IAA). Also on March 20, 2023, each of IAA’s named executive officers, consisting of John W. Kett, Susan Healy, Tim O’Day, Sidney Peryar and Maju Abraham, ceased serving as executive officers of the Surviving Corporation or the Surviving LLC.  Eric Jacobs and Darren Watt, in their capacities as the officers of Merger Sub 2, became the officers of the Surviving LLC.

Mr. Jacobs, age 55, was appointed Chief Financial Officer of RBA, effective June 6, 2022. Mr. Jacobs previously served as Chief Financial Officer at Wheels Up Experience Inc., an industry-leading marketplace for private aviation. Prior to Wheels Up, Mr. Jacobs served as Senior Vice President, Corporate Development of Cox Automotive, Inc., from 2016 to 2017, and Executive Vice President, Chief Financial & Administrative Officer of Dealertrack Technologies, Inc. Mr. Jacobs also served as Senior Vice President, General Counsel of Dealertrack and President of Dealertrack Canada.

Mr. Watt, age 51, joined RBA in 2004 as in-house legal counsel. In 2012, Mr. Watt was promoted to Vice President Legal Affairs, and in 2013 was appointed General Counsel and Corporate Secretary, and also assumed the role of VP Corporate Development until the subsequent establishment of a distinct corporate development team in 2015, at which point Mr. Watt resumed his focus on legal matters. Mr. Watt was promoted to Senior Vice President and General Counsel of RBA in 2016.

The information set forth in the Explanatory Note, Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Items 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, following the consummation of the Second Merger, IAA ceased to exist and the Surviving LLC continued as the surviving entity, and the organizational documents of Merger Sub 2 in effect immediately prior to the consummation of the Second Merger became the organizational documents of the Surviving LLC (amended so that the name of the Surviving LLC is IAA Holdings, LLC), which are attached hereto as Exhibit 3.1 and Exhibit 3.2 respectively and incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, by and among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc., Impala Merger Sub I, LLC, Impala Merger Sub II, LLC, and IAA, Inc. (incorporated by reference to Exhibit 2.1 of IAA, Inc.’s Form 8-K filed with the SEC on November 7, 2022 (File No. 001-38580)).
2.2	Amendment to the Agreement and Plan of Merger and Reorganization, dated January 22, 2023, by and among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings, Inc., Impala Merger Sub I, LLC., Impala Merger Sub II, LLC, and IAA, Inc. (incorporated by reference to Exhibit 2.1 of IAA, Inc.’s Form 8-K filed with the SEC on January 23, 2023 (File No. 001-38580)).
3.1	Certificate of Formation of Impala Merger Sub II, LLC, dated as of November 2, 2022.
3.2	Limited Liability Company Agreement of IAA Holdings, LLC, dated as of March 20, 2023.
104	The cover page of this Current Report on Form 8-K, formatted in inline XBRL

† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The undersigned registrant hereby undertakes to provide a copy of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IAA HOLDINGS, LLC (as successor by merger to IAA, Inc.)
Dated: March 21, 2023
	By:	/s/ Darren Watt
		Darren Watt
		General Counsel & Corporate Secretary

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

IMPALA MERGER SUB II, LLC

This Certificate of Formation of Impala Merger Sub II, LLC, is being duly executed and filed by the undersigned, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C §18-101, et seq.).

FIRST:	The name of the limited liability company is Impala Merger Sub II, LLC (the “Company”).
SECOND:	The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD:	The name and address of the registered agent for service of process of the Company in the State of Delaware required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is:

NAME	ADDRESS
The Corporation Trust Company	1209 Orange Street
	Wilmington, DE 19801

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 1st day of November, 2022.

By:	/s/ Daisy Beckner
Name:	Daisy Beckner
Title:	Authorized Person

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

IAA HOLDINGS, llc

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of IAA Holdings, LLC (f/k/a Impala Merger Sub II, LLC) (the “Company”) is executed as of March 20, 2023 pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), by the Member listed on the signature page hereto (the “Member”).

RECITALS

WHEREAS, the Company was formed as a limited liability company under the Act, as amended, by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on November 2, 2022;

WHEREAS, the Member was a party to that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 20, 2023, (as the same may be amended, restated, supplemented or otherwise modified, the “Prior LLC Agreement”); an

WHEREAS, the Member desires to amend and restate the Prior LLC Agreement in its entirety as herein set forth.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

1.Name; Formation. The name of the Company is IAA Holdings, LLC. Pursuant to the filing of the certificate of formation of the Company with the Secretary of State of Delaware, the Company was formed on November 2, 2022. On March 20, 2023, the Company filed a certificate of merger with the office of the Secretary of the State of Delaware and upon the effectiveness of the merger as set forth therein, changed its name from “Impala Merger Sub II, LLC” to “IAA Holdings, LLC.”

2.Date of Dissolution. The Company has perpetual existence, except as provided in § 18-801 of the Act.

3.Purpose of the Company. The Company’s purpose is to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental to the foregoing. The Company shall possess and may exercise all of the powers and privileges granted by the Act or which may be exercised by any person, together with any powers incidental thereto, so far as such powers or privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

4.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, DE 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.Offices. The principal office of the Company is located at: 4000 Pine Lake Road, Lincoln, NE 68516.

6.Management by Board of Managers; Officers. The Company is managed by a board of managers (the “Board of Managers” or the “Managers” and each, a “Manager”), who shall be residents of the United States, which shall initially be comprised of Eric Jacobs and James Kessler, each to hold such position until a successor is duly chosen and qualified or until such Manager sooner dies, resigns, is removed or becomes disqualified. The Board of Managers has the authority to exercise all of the powers and privileges granted by the Act or any other law; provided, however, that the Board of Managers may designate one or more officers who shall have the authority to bind the Company. Initially, such officers shall be the following named individuals, each to hold the office set forth opposite his name until a successor is duly chosen and qualified or until such officer sooner dies, resigns, is removed or becomes disqualified:

Eric Jacobs: Chief Executive Officer, President

Darren Watt: Secretary, Treasurer

7.Meetings of the Board of Managers. The Board of Managers shall meet at such time and at such place (either within or without the State of Delaware, but within the United States) as the Board of Managers may designate. Meetings of the Board of Managers shall be held on at least three (3) business days’ (if the meeting is to be held in person) or two (2) business days’ (if the meeting is to be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other) prior written notice to the Managers, or upon such shorter notice as may be approved by all of the Managers. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Managers.

8.Actions Without a Meeting. Notwithstanding any provision contained in this Agreement, any action that may be taken by the Board of Managers at a meeting may be taken without a meeting if a consent or consents in writing or by electronic transmission, setting forth the action so taken, is or are signed by a majority of the Managers.

9.Shares. Each Member’s interest in the Company shall be represented by common shares (including fractions thereof) (the “Shares”). The Company may from time to time issue or sell Shares to Members, in such amounts and on such terms and conditions as determined by the Board of Managers. Each Member owns the number of Shares in the Company as is set forth opposite such Member’s name on Exhibit A hereto and may contribute capital to the Company in such amounts and at such times as the Board of Managers may deem appropriate. The initial capital contribution and any additional capital contribution of a Member shall be set forth in the Company’s books and records. In the event that any Shares are issued or sold to any Member pursuant to this Section 9, the Board of Managers or any Manager of the Company shall amend or amend and restate Exhibit A to reflect such issuance without the further vote, act or consent of any Member. All Shares shall be issued in uncertificated form, unless otherwise determined by the Board of Managers.

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10.Stated Capital. The Company shall maintain in United States dollars a separate stated capital account for the Shares the Company issues. Upon the issuance of Shares pursuant to Section 9, there shall be added to the stated capital account the cash amount or fair market value, as determined by the Board of Managers, of any property contributed in return for such issuance, or such lesser amount as may be determined by the Board of Managers in the case of a contribution of property. There shall be deducted from the stated capital account such amount of the stated capital as was reduced and paid to the Members pursuant to this Agreement. Upon receipt of an additional capital contribution from any Member pursuant to Section 9, there may be added to the stated capital account the cash amount or fair market value of such contribution. The Board may reduce the stated capital for purposes of distributing such stated capital to the Members in an amount not exceeding the stated capital of the Shares. No Member shall be entitled to a return on any Share not specified in this Agreement.

11.              Allocations and Distributions.

(a)               The net profits and losses of the Company shall be allocated among the Members pro rata according to the Shares of each Member as set forth on Exhibit A hereto. To the extent that funds are available, the Board of Managers shall cause the Company to distribute with respect to each fiscal year to each Member an amount of cash determined by the Managers in their sole discretion, but in any event on a pro rata basis in accordance with the Shares of each Member as set forth on Exhibit A. The Managers may cause the Company to make such additional distributions to the Member as the Board of Managers shall determine in its sole discretion, which distributions shall be made pro rata according to the Shares of each Member as set forth on Exhibit A. All distributions to the Members shall be made at such times and in such amounts as the Board of Managers shall determine in its sole and absolute discretion.

12.Limitation on Liability; Indemnification. Except as specifically required by the Act, no Member or Manager of the Company shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member or Manager of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making any Member or Manager responsible for the liabilities of the Company. The Company shall indemnify each Manager and officer of the Company (each an “Indemnitee”), from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings (whether the same be civil, criminal, administrative or investigative) arising from the fact that such person is or was a Manager or officer of the Company, to the fullest extent permitted by the Act. The indemnification provided by this Section 13 shall be in addition to any other rights to which an Indemnitee may be entitled under any written agreement, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified.

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13.              Books and Records; Bank Accounts.

(a)               The Board of Managers shall cause the Company to keep true and complete books of account with respect to the operations of the Company. Such books shall be maintained at the principal place of business of the Company, or at such other place as the Board of Managers shall determine, and all Members, and their duly authorized representatives, shall at all reasonable times have access to such books.

(b)               Such books shall be closed and balanced as of December 31 in each year. The same method of accounting shall be used for both Company accounting and tax purposes. The fiscal year of the Company shall be the calendar year, unless a different period is required as the taxable year of the Company for U.S. federal income tax purposes, in which case the fiscal year of the Company shall be the same as its taxable year.

14.Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware. In the event of any conflict between any provision of this Agreement and any non-mandatory provision of the Act, the provision of this Agreement shall control.

15.Miscellaneous. Except as otherwise expressly set forth in this Agreement, this Agreement may be changed, modified or amended only by a writing signed by the Members representing a majority of the outstanding Shares. This Agreement may be executed by facsimile or other form of electronic transmission and in a number of counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the Members notwithstanding that all Members have not signed the same counterpart. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

[SIGNATURE ON NEXT PAGE]

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IN WITNESS WHEREOF, the Member has caused this Agreement to be duly executed as of the day and year first above written.

SOLE MEMBER:
RITCHIE BROS. HOLDINGS INC.
By:	/s/ Jake Lawson
Name: Jake Lawson
Title: President

[Signature Page to IAA Holdings, LLC – Second A&R Operating Agreement]

EXHIBIT A

MEMBER	SHARES
Ritchie Bros. Holdings Inc.	100 shares
TOTAL PERCENTAGE OF SHARES	100%

XML

Cover	Mar. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 20, 2023
Current Fiscal Year End Date	--01-01
Entity File Number	001-38580
Entity Registrant Name	IAA, Inc.
Entity Central Index Key	0001745041
Entity Tax Identification Number	83-1030538
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	IAA, Inc.
Entity Address, Address Line Two	Two Westbrook Corporate Center
Entity Address, Address Line Three	Suite 500
Entity Address, City or Town	Westchester
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60154
City Area Code	708
Local Phone Number	492-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	IAA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false