Monitor the HSR waiting period expiration on October 13, 2026, and any developments in the three stockholder lawsuits that could delay or enjoin the tender offer. The voluntary withdrawal and refiling of the HSR notice suggests antitrust scrutiny, but the 15-day refiling window is standard.
Price Chart
Executive Summary
ACV Auctions filed Amendment No. 1 to its Schedule 14D-9, disclosing that Copart voluntarily withdrew and refiled its HSR premerger notification on September 28, 2026, extending the antitrust waiting period to October 13, 2026. The filing also reports three stockholder lawsuits and several demand letters challenging the adequacy of disclosures in the Schedule 14D-9 and Schedule TO, though ACV believes the allegations are without merit. The board continues to recommend the $10.50 per share tender offer from Copart.
Key Facts
- Copart voluntarily withdrew and refiled its HSR premerger notification on September 28, 2026, extending the waiting period to October 13, 2026.
- Three stockholder lawsuits filed: Ballard Action (N.Y. Sup. Ct.), Scott Action (N.Y. Sup. Ct.), and Barth Action (N.D. Ill.) alleging disclosure deficiencies in the Schedule 14D-9 and/or Schedule TO.
- Additional demand letters received from attorneys claiming to represent ACV stockholders alleging similar disclosure deficiencies.
- Lawsuits seek an order enjoining the consummation of the proposed transactions; ACV believes the allegations are without merit.
- The board unanimously recommends the $10.50 per share cash offer from Copart.
Financial Impact
Offer price of $10.50 per share in cash; no new financial figures disclosed in this amendment.
Risk Factors
- Stockholder lawsuits seeking to enjoin the transaction could delay or block the tender offer.
- Antitrust review could be extended beyond October 13, 2026 if a Second Request is issued.
- Additional lawsuits or demand letters may be filed, increasing litigation risk.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 14D-9/A Filing (Primary) | 0001193125-26-406053 |
| Document: 0001193125-26-406053-index-headers.html | 0001193125-26-406053 |
| Document: 0001193125-26-406053-index.html | 0001193125-26-406053 |
| Document: 0001193125-26-406053.txt | 0001193125-26-406053 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | 8-K | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | 25-NSE | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 10d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 12d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 12d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 8, 2026 18d ago | SC 14D-9/A | $10.44 | awaiting T+20 | — | — |
Oct 8, 2026 18d ago | SC TO-T/A | $10.44 | awaiting T+20 | — | — |
Oct 1, 2026 25d ago | SC 14D-9/A | $10.45 | awaiting T+20 | — | — |
Oct 1, 2026 25d ago | SC TO-T/A | $10.45 | awaiting T+20 | — | — |
US Market Status
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