Copart ACV Acquisition: Tender Tally Rose from 48% to 68%

Copart completed its $10.50-a-share cash purchase of ACV Auctions on Friday, October 16, 2026, but the tender filings show participation rose across three expiry dates. Tendered shares were 47.78% of ACV's outstanding shares at the original September 30 expiry and 52.84% at the October 7 extension. At the Thursday, October 15 expiry the figure was 68.43%, which also counts any shares Copart already owned. The holdouts still got $10.50 in cash through the merger.

How the Copart ACV Tender Tally Climbed

The Offer to Purchase estimated that the majority condition needed about 84,903,991 shares, based on 169,807,980 shares outstanding on August 3, 2026. The amendment filed October 1 reported 81,269,394 shares tendered at the September 30 expiry, 3,634,597 short of that estimate (TradeFlock calculation).

The amendment filed October 8 reported 90,199,271 shares at the October 7 expiry. That was 5.3 million above the estimate, yet the offer stayed open because the antitrust waiting period had not expired. The final tally, in Copart's October 16 8-K, was 116,818,409 shares, which the filing says counts any shares Copart already owned. From October 7 to October 15, 26,619,138 more shares came in, worth $279.5 million at $10.50 (TradeFlock calculation).

Why Copart Withdrew and Refiled Its Antitrust Form

On Monday, September 28, Copart withdrew its Hart-Scott-Rodino form and refiled it the same day "in order to provide the Antitrust Division and the FTC with additional time to review the acquisition," according to the September 29 amendment. That set a new 15-day waiting period, which Copart's release on Wednesday, October 14 said expired at 11:59 p.m. Eastern on Tuesday, October 13. ACV closed at $10.43 on September 30, $0.07 below the offer, then $10.47 on October 13 and $10.50 on October 14, according to Yahoo Finance closing prices.

The merger agreement, signed Thursday, September 10, put the regulatory risk on Copart. Copart owes ACV a $115.3 million fee, within two business days of termination, if the deal ends at the outside date while the antitrust-related closing condition is open and the other conditions are met or capable of being met, or if either side ends it because of a legal restraint under antitrust law (Section 10.03(a)(iii)). The outside date was the first anniversary of signing, extendable by 180 days if the antitrust condition was open. ACV owes Copart $57.7 million in several cases, including a superior proposal or a board change of recommendation. It also applies after an outside-date or intentional-breach termination if a rival proposal was public and a deal for more than 50% of ACV is signed within 12 months and later completed (Section 10.03(a)(ii)). Copart's fee is about 2.0 times ACV's (TradeFlock calculation), close to the ratio in the Varonis and Proofpoint agreement.

What Holdouts Received and How Copart Paid

The Offer to Purchase told holders that "the only difference to you between tendering your Shares and not tendering your Shares is that you may be paid later if you do not tender your Shares." The merger closed the next day, October 16, under Section 251(h) of Delaware law without a stockholder vote. Shares not tendered became $10.50 in cash, except those held by ACV or Copart or covered by a perfected appraisal demand. If the 68.43% is all tendered shares, it implies about 170.7 million shares outstanding, so tendered shares drew about $1.23 billion and the remaining 53.9 million about $566 million through the merger (approximate TradeFlock calculation). A similar tender structure is at work in Viatris' offer for Pacira. Participation was much higher in Skydance's Warner Bros. Discovery bond tender offers, where about 98.83% of the principal amount of certain notes was tendered by the October 6 expiry, according to TradeFlock's report, though bond tenders work differently from a share tender.

The offer estimated Copart needed about $1.9 billion, said Copart expected to use cash on hand, and said Copart could in its sole discretion choose to borrow. Copart's 10-K for the year ended July 31, 2026 showed $1,907.9 million of cash, equivalents and restricted cash plus $2,581.9 million of held-to-maturity Treasury bills, or $4.49 billion combined. The deal is about 42% of that (TradeFlock calculation), before any use of the 2026 Credit Agreement the 10-K says is also available. Cash fell 31.4% in fiscal 2026, a year in which Copart repurchased 43,433,164 shares at a weighted average $37.63, about $1.6 billion. Of the cash, $598.3 million was held by foreign subsidiaries.

ACV's unaffected close was $7.26 on August 10, the reference date in the September 10 announcement, which put the premium at about 45%. ACV shares have stopped trading on the NYSE.

Cover photo: Rows of parked cars seen from above, by Iain Kennedy (@photoken123) on Unsplash, used under the Unsplash License.