The tender offer is fully subscribed with insider support and no financing condition, making deal completion highly likely. Monitor HSR clearance and any competing bids before the Sept 30 expiration; the spread to the $10.50 offer price should narrow as the expiration approaches.
Price Chart
Executive Summary
ACV Auctions Inc. filed this Schedule 14D-9 to recommend that its stockholders accept Copart, Inc.'s tender offer of $10.50 per share in cash, representing a ~49% premium to the closing price on September 8, 2026. The board unanimously approved the merger agreement after a competitive auction process, with J.P. Morgan providing a fairness opinion. The offer expires September 30, 2026, and the merger is expected to close shortly thereafter under Section 251(h) of the DGCL without a stockholder vote.
Key Financial Metrics
Key Facts
- Copart subsidiary Apple Merger Sub offers $10.50/share cash for all ACV shares, a ~49% premium over the $7.03 close on Sept 8, 2026
- Board unanimously recommends acceptance; J.P. Morgan issued fairness opinion on Sept 10, 2026
- Offer expires Sept 30, 2026; merger to close same day as acceptance under DGCL Section 251(h) without stockholder vote
- Support agreement covers ~4.1% of shares from directors and officers who agreed to tender
- Company termination fee of $57.7M (~3% of equity value); reverse termination fee of $115.3M (~6%)
- Projections show revenue growing from $857M (2026E) to $1,525M (2030E); Adjusted EBITDA from $78M to $382M
- Golden parachute totals: CEO George Chamoun $18.4M, CFO Michael Waterman $11.7M, others combined ~$28.5M
- No financing condition; Copart has sufficient cash on hand
Financial Impact
Total equity value ~$1.78B based on 169.8M shares at $10.50/share; all-cash deal
Risk Factors
- HSR antitrust review could delay or block the transaction
- Superior proposal from a third party could emerge despite the $57.7M termination fee
- Stockholder appraisal rights could result in fair value determination above or below $10.50
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 14D-9 Filing (Primary) | 0001193125-26-393862 |
| Document: 0001193125-26-393862-index-headers.html | 0001193125-26-393862 |
| Document: 0001193125-26-393862-index.html | 0001193125-26-393862 |
| Document: 0001193125-26-393862.txt | 0001193125-26-393862 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | 15-12G | No price | awaiting T+20 | awaiting T+20 | No price |
Oct 19, 2026 8d ago | 8-K | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 16, 2026 11d ago | SC 14D-9/A | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 16, 2026 11d ago | 25-NSE | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 16, 2026 11d ago | SC TO-T/A | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 14, 2026 13d ago | SC 14D-9/A | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 14, 2026 13d ago | SC TO-T/A | $10.50 | awaiting T+20 | awaiting T+20 | No price |
Oct 8, 2026 19d ago | SC 14D-9/A | $10.44 | awaiting T+20 | awaiting T+20 | No price |
Oct 8, 2026 19d ago | SC TO-T/A | $10.44 | awaiting T+20 | awaiting T+20 | No price |
Oct 1, 2026 26d ago | SC 14D-9/A | $10.45 | awaiting T+20 | awaiting T+20 | No price |
US Market Status
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