Copart's $1.9B Tender Offer for ACV Auctions: Support Agreement and Termination Fees Disclosed

summarizeSummary

Copart's tender offer for ACV Auctions at $10.50/share ($1.9B) is now formally documented with a Support Agreement covering 4.1% of shares, $57.7M/$115.3M termination fees, and detailed equity award conversion terms.

check_boxKey Events · M&A and Partnerships · ACVA

• Tender Offer at $10.50/Share

  Copart will commence a cash tender offer for all outstanding ACV shares at $10.50 per share, implying approximately $1.9 billion in equity value. The offer is not subject to any financing condition.

• Support Agreement Locks 4.1%

  Certain stockholders holding approximately 4.1% of outstanding ACV shares entered into a Support Agreement to tender all shares and vote in favor of the merger.

• Termination Fees Set

  ACV will pay a $57.7M termination fee if it accepts a superior proposal; Copart will pay a $115.3M reverse termination fee if antitrust clearance fails.

• Equity Awards Converted

  Vested options are cashed out at the spread to $10.50; unvested options, RSUs, and PSUs convert to Copart equity using an Exchange Ratio based on Copart's stock price.

auto_awesomeAnalysis · ACVA · Trade & Services

Copart has formally commenced its tender offer for ACV Auctions at $10.50 per share in cash, valuing the company at $1.9 billion. This SC TO-C filing goes beyond the initial 8-K announcement with material new details: a Support Agreement locking in 4.1% of outstanding shares, a $57.7M termination fee payable by ACV if it accepts a superior proposal, and a $115.3M reverse termination fee payable by Copart if antitrust clearance fails. The deal is not subject to any financing condition, and Copart will fund it entirely from cash on hand. For ACV shareholders, this is a thesis-altering event — the stock is being acquired at a 45% premium to the unaffected price, and the tender offer mechanics are now fully specified.