8-KMaterial AgreementsRegulation FDExhibits & Filings

COPART INC 8-K Report, Material Agreement (Sep 10, 2026)

Filed September 10, 2026For Securities:CPRT

Summary

Copart, Inc. (Parent) has entered into a definitive agreement to acquire ACV Auctions Inc. (ACV) through a cash tender offer for $10.50 per share, valuing the deal at approximately [implied value based on ACV stock outstanding if known, otherwise state as cash transaction]. The transaction is structured as a tender offer followed by a back-end merger, allowing for a swift completion without additional stockholder approvals for the merger stage, provided customary conditions are met. This acquisition aims to expand Copart's market presence and capabilities within the automotive industry. The tender offer is expected to commence within 7 business days and is subject to customary closing conditions, including a minimum tender of over 50% of ACV's outstanding shares. The deal is not subject to any financing condition, indicating Copart has secured the necessary capital. ACV's management has agreed to operate in the ordinary course of business and is restricted from soliciting alternative acquisition proposals, though a fiduciary out clause exists under specific circumstances, with a termination fee of $57.7 million payable by ACV in such cases. Copart will pay ACV a termination fee of $115.3 million under certain conditions, including regulatory hurdles.

Key Highlights

  • 1Copart, Inc. to acquire ACV Auctions Inc. for $10.50 per share in cash via a tender offer.
  • 2The transaction is structured as a tender offer followed by a top-up merger, simplifying the closing process.
  • 3The offer is subject to customary closing conditions, including a minimum tender threshold of over 50% of ACV's shares.
  • 4The deal is not contingent on any financing conditions for Copart.
  • 5ACV is subject to a 'no-shop' provision with a fiduciary out, and a termination fee of $57.7 million if the agreement is terminated under specific circumstances to accept a superior proposal.
  • 6Copart will pay a termination fee of $115.3 million to ACV under specific circumstances, primarily related to regulatory issues.
  • 7Support agreements have been obtained from holders of approximately 4.1% of ACV's outstanding stock.

Frequently Asked Questions

Copart, Inc. is acquiring ACV Auctions Inc. for $10.50 per share in cash. This offer applies to all outstanding shares of ACV common stock through a cash tender offer. Holders of vested stock options will receive a cash payment for the 'in-the-money' portion of their options.

The tender offer is contingent on receiving a minimum of over 50% of ACV's outstanding shares being tendered. Other customary conditions include the expiration of the HSR waiting period, the absence of any injunctions prohibiting the transaction, and other standard closing conditions outlined in the merger agreement.

ACV has agreed to a 'no-shop' provision, which restricts its ability to solicit or engage in discussions with other parties regarding acquisition proposals. However, ACV can engage with unsolicited proposals under a 'fiduciary out' if it's reasonably expected to lead to a superior proposal, subject to certain obligations and a termination fee.

Unvested stock options will be converted into options to acquire Copart's common stock. Vested stock options with an exercise price below the offer price will be canceled and paid in cash. Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) will generally be converted into equivalent awards for Copart's stock, subject to the same terms and conditions, with some exceptions for non-employee directors and former service providers.