Copart's ACV Tender Offer Hits HSR Delay and Stockholder Lawsuits
ACVA has more than doubled off its 52-week low of $4.065.
Summary
Copart's tender offer for ACV Auctions is delayed by an HSR refiling that extends the waiting period to October 13, 2026, and faces three stockholder lawsuits seeking to block the deal.
Updates
· SEC SC TO-T/A — Copart extended the ACV tender offer expiration to 5:00 p.m. ET on October 7, 2026; as of September 30, 81,269,394 shares (47.78%) were tendered.
- Tender Offer Extension — The HSR waiting period expires at 11:59 p.m. Eastern Time on October 13, 2026, but may be terminated earlier if the Antitrust Division of the DOJ and the FTC grant early termination.
- Merger Agreement — The tender offer is made pursuant to an Agreement and Plan of Merger dated September 10, 2026, by and among ACV, Copart, and Purchaser.
- Minimum Condition — The Minimum Condition requires validly tendered and not withdrawn Shares, together with Shares owned by Purchaser and its affiliates, to represent at least one Share more than 50% of total outstanding Shares at expiration, excluding tendered Shares not yet received by the depository.
- Offer Contacts — Innisfree M&A Incorporated is the information agent, Computershare Trust Company, N.A. is the depositary and paying agent, and documentation is available at https://www.shareholdermaterials.com/acva2026/.
All 6 details
- The HSR waiting period expires at 11:59 p.m. Eastern Time on October 13, 2026, but may be terminated earlier if the Antitrust Division of the DOJ and the FTC grant early termination.
- The tender offer is made pursuant to an Agreement and Plan of Merger dated September 10, 2026, by and among ACV, Copart, and Purchaser.
- The Minimum Condition requires validly tendered and not withdrawn Shares, together with Shares owned by Purchaser and its affiliates, to represent at least one Share more than 50% of total outstanding Shares at expiration, excluding tendered Shares not yet received by the depository.
- Innisfree M&A Incorporated is the information agent for the tender offer; contact toll-free at (877) 800-5198 for shareholders or collect at (212) 750-5833 for banks and brokers.
- The depositary and paying agent for the tender offer is Computershare Trust Company, N.A.
- Documentation for the offer can be accessed at https://www.shareholdermaterials.com/acva2026/.
Key Events · M&A and Partnerships · ACVA
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HSR Waiting Period Extended to October 13
Copart voluntarily withdrew its HSR Premerger Notification on September 28, 2026, and refiled the same day, extending the waiting period to 11:59 p.m. ET on October 13, 2026 — beyond the original September 30 tender offer expiration.
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Three Stockholder Lawsuits Filed
Three purported ACV stockholders filed complaints in New York and Illinois courts alleging the Schedule 14D-9 and/or Schedule TO omit or misleadingly describe material information, seeking to enjoin the transaction.
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Demand Letters Allege Similar Deficiencies
Attorneys claiming to represent several purported ACV stockholders have sent demand letters alleging similar disclosure deficiencies in the Schedule 14D-9 and/or Schedule TO.
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ACV Believes Claims Are Without Merit
ACV states the litigation allegations are without merit, but acknowledges no assurance on outcomes and that additional similar complaints or demand letters may follow.
Analysis · ACVA · Trade & Services
Copart's $10.50/share tender offer for ACV Auctions faces two new hurdles: the HSR waiting period has been extended to October 13, 2026, after Copart voluntarily withdrew and refiled its premerger notification, and three stockholder lawsuits now seek to enjoin the deal over alleged disclosure deficiencies. The HSR extension pushes the expected closing beyond the original September 30 expiration, while the litigation adds uncertainty even though ACV believes the claims are without merit. The deal remains fully financed and the board continues to recommend it, but the timeline has slipped and legal risk has increased.
How filings like this one have moved
In the 30 days to Oct 2, 2026, 36.3% of the 1072 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.57%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, ACVA was trading at $10.45 on NYSE in the Trade & Services sector, with a market capitalization of approximately $1.8B. The 52-week trading range was $4.07 to $10.50. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.