The tender offer is well-supported by committed insider tenders and a clean financing structure. The primary risk is regulatory: the HSR waiting period expires September 28, 2026, but a Second Request could delay closing. Monitor for any competing bids or regulatory pushback; the ACV Board's fiduciary out allows it to consider a Superior Proposal. The stock is trading near the offer price, suggesting high market confidence in deal completion.
Price Chart
Executive Summary
Copart, Inc. (CPRT), through its wholly owned subsidiary Apple Merger Sub, Inc., has commenced a tender offer to acquire all outstanding shares of ACV Auctions Inc. (ACVA) for $10.50 per share in cash, representing a ~42.5% premium to the $7.37 closing price on September 10, 2026. The offer is not conditioned on financing, and Copart expects to fund the ~$1.9 billion transaction with cash on hand. The ACV Board has unanimously recommended that stockholders tender their shares, and the transaction is expected to close via a second-step merger under Section 251(h) of the DGCL without a stockholder vote, subject to minimum tender of >50% of shares and HSR clearance.
Key Financial Metrics
Key Facts
- Offer price: $10.50 per share in cash, net to seller, no interest.
- Total estimated transaction value: ~$1.9 billion.
- Premium: ~42.5% to ACVA's $7.37 closing price on September 10, 2026 (last full trading day before announcement).
- Offer expires one minute after 11:59 p.m. ET on September 30, 2026, unless extended.
- Minimum tender condition: at least one share more than 50% of outstanding shares.
- HSR waiting period expires September 28, 2026, unless extended by a Second Request.
- ACV Board unanimously recommends acceptance; directors and officers holding ~4.07% of shares have signed support agreements to tender.
- Offer not conditioned on financing; Copart expects to fund with cash on hand.
- Merger will be effected under DGCL Section 251(h) without a stockholder vote.
- No subsequent offering period will be provided.
Financial Impact
~$1.9 billion all-cash acquisition at $10.50/share, a ~42.5% premium to the undisturbed price.
Risk Factors
- Regulatory delay or denial: HSR Second Request could extend timeline or impose conditions.
- Competing bid: ACV Board may consider a Superior Proposal, triggering a $57.7M termination fee.
- Minimum tender condition: requires >50% of shares tendered; failure would terminate the offer.
- MAC clause: a Company Material Adverse Effect could allow Copart to walk away.
Investment Themes
Documents Analyzed
This report is based on 12 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-T Filing (Primary) | 0001193125-26-393827 |
| Document: d160557dex99a1ii.htm | 0001193125-26-393827 |
| Document: d160557dsctot.htm | 0001193125-26-393827 |
| Document: d160557dex99d3.htm | 0001193125-26-393827 |
| Document: d160557dex99a1iv.htm | 0001193125-26-393827 |
| Document: d160557dex99a5v.htm | 0001193125-26-393827 |
| Document: d160557dex99a1v.htm | 0001193125-26-393827 |
| Document: d160557dex99a1iii.htm | 0001193125-26-393827 |
| Document: d160557dexfilingfees.htm | 0001193125-26-393827 |
| Document: 0001193125-26-393827-index-headers.html | 0001193125-26-393827 |
| Document: 0001193125-26-393827-index.html | 0001193125-26-393827 |
| Document: 0001193125-26-393827.txt | 0001193125-26-393827 |
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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