The tender shortfall and HSR extension create a binary event: if Copart cannot secure enough tenders by October 7 or regulatory clearance by October 13, the deal may collapse. ACV stock is likely to trade at a discount to the $10.50 offer price until conditions are met. Watch for any increase in tenders or early termination of the HSR waiting period.
Price Chart
Executive Summary
Copart has extended its all-cash tender offer for ACV Auctions to October 7, 2026, after only 47.78% of shares were tendered by the original deadline, falling short of the 50%+ minimum condition. The HSR waiting period was also extended to October 13, 2026, as Copart withdrew and refiled to give antitrust regulators more time. The deal's completion is now uncertain given the tender shortfall and ongoing regulatory review.
Key Financial Metrics
Key Facts
- Copart extended tender offer expiration to 5:00 p.m. ET on October 7, 2026, from the original September 30, 2026 deadline.
- Only 81,269,394 shares (47.78% of outstanding) were validly tendered as of the original expiration, below the 50%+ minimum condition.
- Copart withdrew and refiled its HSR Act Premerger Notification on September 28, 2026; the waiting period now expires October 13, 2026.
- Offer price is $10.50 per share in cash.
- Three stockholder lawsuits have been filed challenging the transaction's disclosures.
- ACV's board recommends the offer (per Schedule 14D-9).
Financial Impact
The tender offer values ACV at approximately $1.78 billion based on 169.8M shares outstanding at $10.50/share. The 47.78% tender shortfall creates material completion risk.
Risk Factors
- Failure to reach the 50%+ minimum tender condition by the extended deadline could terminate the deal.
- Antitrust review may result in a Second Request or challenge, further delaying or blocking the transaction.
- Stockholder litigation could seek to enjoin the merger or extract additional disclosures.
- No competing bid has emerged, leaving ACV with limited alternatives if the deal fails.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-T/A Filing (Primary) | 0001193125-26-409871 |
| Document: d113384dex99a5vi.htm | 0001193125-26-409871 |
| Document: 0001193125-26-409871-index-headers.html | 0001193125-26-409871 |
| Document: 0001193125-26-409871-index.html | 0001193125-26-409871 |
| Document: 0001193125-26-409871.txt | 0001193125-26-409871 |
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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