Introductory Note.
As previously disclosed on September 10, 2026 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by ACV Auctions Inc., a Delaware corporation (“ACV”), ACV entered into an Agreement and Plan of Merger, dated as of September 10, 2026 (the “Merger Agreement”), among ACV, Copart, Inc., a Delaware corporation (“Parent”), and Apple Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated September 17, 2026, and the related Letter of Transmittal, on September 17, 2026, Merger Sub commenced a tender offer (the “Offer”) to purchase all of ACV’s outstanding shares of common stock, par value $0.001 per share (“ACV Stock”), at a price per share of ACV Stock of $10.50 per share, net to the seller in cash, without interest, subject to any withholding of taxes (the “Offer Price”).
The Offer and related withdrawal rights expired at 5:00 p.m., Eastern Time, on October 15, 2026 (the “Expiration Date”) and was not extended. According to Computershare Trust Company, N.A., the depositary and paying agent for the Offer, as of the Expiration Date, 116,818,409 shares of ACV Stock were validly tendered and not properly withdrawn in the Offer, representing, together with the shares already owned by Parent and Merger Sub, approximately 68.43% of the shares of ACV Stock outstanding. The number of shares of ACV Stock tendered satisfied the condition to the Offer that there be validly tendered, and not properly withdrawn, in the Offer a number of shares of ACV Stock that, together with the shares of ACV Stock then owned by Merger Sub and its “affiliates” (as such term is defined in Section 251(h)(6) of the Delaware General Corporation Law, as amended (“DGCL”)), represent at least one share more than 50% of the shares of ACV Stock outstanding at the Expiration Date. All other conditions to the Offer were satisfied or waived as of the Expiration Date. As a result, following the Expiration Date, Merger Sub irrevocably accepted for payment, and promptly paid for, all the shares of ACV Stock tendered and not properly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement.
Following the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and on October 16, 2026, Merger Sub merged with and into ACV (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with ACV continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the DGCL without a meeting of stockholders of ACV. Pursuant to the Merger, each share of ACV Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) shares of ACV Stock (a) owned by ACV as a treasury share at the Effective Time, (b) owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent both at the commencement of the Offer and immediately prior to the Effective Time, or (c) irrevocably accepted by Merger Sub for purchase in the Offer, and (ii) shares of ACV Stock issued and outstanding immediately prior to the Effective Time that are held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares of ACV Stock in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither validly withdrawn nor lost their rights to such appraisal and payment under the DGCL),was converted into the right to receive the Offer Price in cash, without interest, subject to any withholding of taxes (“Merger Consideration”).
In addition, pursuant to the Merger Agreement, at the Effective Time:
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each outstanding option to purchase shares of ACV Stock (“Stock Options”) which was vested and had a per share exercise price less than the Merger Consideration was canceled in exchange for the right to receive a cash payment equal to (x) the number of shares of ACV Stock subject to such Stock Option multiplied by (y) the excess of (A) the Offer Price over (B) the applicable per share exercise price of the Stock Option, subject to any withholding of taxes. Each outstanding Stock Option that was vested and had a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration; |
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each unvested outstanding Stock Option was converted into an option to acquire a number of shares of common stock of Parent (a “Converted Stock Option”) determined by multiplying the number of such Stock Options by the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of common stock of Parent equal to the exercise price per share of such Stock Option divided by the Exchange Ratio; |
