ACV Auctions agreed to a $10.50-per-share cash Acquisition by Copart, with the offer followed by a Merger making ACV a wholly owned subsidiary. Investors receive the cash consideration only if tender, regulatory and other closing conditions are satisfied, including approval of a majority threshold and the absence of certain injunctions.

Key Highlights

  • Copart will cause Apple Merger Sub to commence a tender offer for ACV’s outstanding common stock at $10.50 per share in cash.
  • The offer is subject to customary conditions, including a minimum tender condition and applicable Hart-Scott-Rodino waiting-period requirements.
  • ACV and Copart agreed to termination fees of $57,700,000 and $115,300,000, respectively, under specified circumstances.

ACV Auctions Inc. (NYSE: ACVA) entered into an agreement under which Copart would acquire it for $10.50 per share in cash, with the transaction structured as a tender offer followed by a merger. The deal would make ACV a Wholly Owned Subsidiary of Copart if the offer closes and the stated conditions are met.

$10.50 Cash Offer Sets Merger Path

Copart will cause its wholly owned subsidiary, Apple Merger Sub, Inc. to seek all outstanding ACV common stock for $10.50 per share, payable in cash without interest and subject to required tax withholding. The purchase obligation also depends on the applicable Hart-Scott-Rodino Waiting Period ending or being terminated, the absence of certain court orders blocking the transaction and other customary conditions. The offer has no financing condition. After shares are accepted and paid for, Merger Sub will merge with ACV, with ACV surviving as Copart’s wholly owned subsidiary. Each eligible ACV share will convert into the right to receive the $10.50 merger consideration, while certain in-the-money vested Options will receive cash based on the difference between the Offer Price and their exercise price. Unvested options and certain restricted stock units will instead convert into awards tied to Copart common stock.

Support Agreement and Termination Fees

Certain ACV stockholders agreed to tender their shares, support the merger where applicable and accept restrictions on actions involving ACV and its stock. The agreement ends upon specified events, including termination of the merger agreement, completion of the merger or a change in ACV’s board recommendation. ACV must pay Copart a $57,700,000 termination fee in specified circumstances, including accepting a superior proposal. Copart must pay ACV a $115,300,000 termination fee under specified circumstances involving injunctions, competition-law conditions or failure to satisfy certain conditions by the agreement’s end date.