The HSR refiling pushes the antitrust clearance date to October 13, extending the timeline but not indicating a substantive issue. The stockholder lawsuits are routine disclosure challenges and unlikely to block the deal. Monitor for any Second Request from antitrust regulators or a competing bid, but the path to close appears intact.
Price Chart
Executive Summary
Copart's wholly owned subsidiary, Apple Merger Sub, filed Amendment No. 1 to its tender offer for ACV Auctions at $10.50/share. The amendment discloses that Copart voluntarily withdrew and refiled its HSR premerger notification on September 28, 2026, extending the antitrust waiting period to October 13, 2026. Additionally, three stockholder lawsuits have been filed challenging the adequacy of disclosures in the Schedule 14D-9 and Schedule TO, seeking to enjoin the transaction. The deal remains on track but faces a modest regulatory delay and disclosure litigation.
Key Financial Metrics
Key Facts
- Offer price is $10.50 per share in cash, net to seller, without interest.
- Copart voluntarily withdrew its HSR filing on September 28, 2026, and refiled the same day to give antitrust regulators more time.
- HSR waiting period now expected to expire at 11:59 p.m. ET on October 13, 2026, unless early termination is granted or a Second Request is issued.
- Three stockholder lawsuits filed in New York state court and federal court in Illinois alleging disclosure deficiencies in the Schedule 14D-9 and/or Schedule TO.
- Lawsuits seek an injunction against the transaction; ACV believes the allegations are without merit.
- Tender offer expires at one minute after 11:59 p.m. ET on September 30, 2026, unless extended.
- Merger will be effected under DGCL Section 251(h) without a stockholder vote following the tender offer.
- ACV had 169,824,232 shares outstanding as of September 8, 2026.
Financial Impact
Total equity value of approximately $1.78 billion based on 169.8M shares at $10.50/share.
Risk Factors
- Antitrust review could be extended beyond October 13 if regulators issue a Second Request.
- Stockholder lawsuits could delay closing if a court grants injunctive relief, though ACV considers claims meritless.
- Shareholders may not tender sufficient shares to satisfy the minimum condition, though no specific minimum tender condition is disclosed in this amendment.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-T/A Filing (Primary) | 0001193125-26-406039 |
| Document: 0001193125-26-406039-index-headers.html | 0001193125-26-406039 |
| Document: 0001193125-26-406039-index.html | 0001193125-26-406039 |
| Document: 0001193125-26-406039.txt | 0001193125-26-406039 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | 8-K | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 11d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 11d ago | 25-NSE | $10.50 | awaiting T+20 | — | — |
Oct 16, 2026 11d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 13d ago | SC 14D-9/A | $10.50 | awaiting T+20 | — | — |
Oct 14, 2026 13d ago | SC TO-T/A | $10.50 | awaiting T+20 | — | — |
Oct 8, 2026 19d ago | SC 14D-9/A | $10.44 | awaiting T+20 | — | — |
Oct 8, 2026 19d ago | SC TO-T/A | $10.44 | awaiting T+20 | — | — |
Oct 1, 2026 26d ago | SC 14D-9/A | $10.45 | awaiting T+20 | — | — |
Oct 1, 2026 26d ago | SC TO-T/A | $10.45 | awaiting T+20 | — | — |
US Market Status
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