The Copart acquisition of ACV Auctions closed on October 16, 2026, giving Copart full ownership after a successful cash tender offer at $10.50 per share. ACV survived the merger as a wholly owned subsidiary, and eligible remaining shares were converted into the right to receive the same cash price.
Key Takeaways
- Copart paid approximately $1.8 billion to acquire control of ACV, using cash on hand and available cash resources.
- Tendered shares, together with shares already owned by Copart and its merger subsidiary, represented about 68.43% of ACV’s outstanding stock.
- ACV requested suspension of its NYSE trading and delisting following completion.
Table of Contents
- Copart acquisition clears the tender threshold
- What the cash conversion means for shareholders
- Delisting follows the change in ownership
- Conclusion
Copart acquisition clears the tender threshold
ACV’s acquisition-completion filing, signed October 19, confirmed that Copart and Apple Merger Sub paid approximately $1.801 billion in aggregate consideration to acquire control. Neither the tender offer nor the merger was subject to a financing condition.
The tender offer expired at 5:00 p.m. Eastern Time on October 15, 2026, without an extension. A total of 116,818,409 shares were validly tendered and not properly withdrawn, satisfying the requirement for tendered shares and existing holdings to exceed 50% of outstanding stock by at least one share.
All other offer conditions were satisfied or waived. Apple Merger Sub accepted and promptly paid for the tendered shares, then merged into ACV the following day. The merger proceeded under Section 251(h) of Delaware corporate law without an ACV stockholder meeting.
| Item | Details |
|---|---|
| Merger agreement | Dated September 10, 2026. |
| Tender offer launch | September 17, 2026. |
| New ACV directors | A. Jayson Adair and Leah C. Stearns. |
| Employee stock purchase plan | Terminated at the merger’s effective time; all outstanding purchase rights were exercised. |
What the cash conversion means for shareholders
Eligible ACV shares outstanding immediately before the merger became rights to receive $10.50 each in cash, without interest and subject to applicable tax withholding. Those holders receive cash rather than Copart shares.
The conversion excluded specified treasury and parent-owned shares, shares already accepted in the tender offer, and shares whose holders properly exercised and preserved Delaware appraisal rights.
Employee equity awards received separate treatment. Vested options with exercise prices below $10.50 were canceled for cash equal to their intrinsic value, while vested options at or above that price were canceled without payment. Unvested options were converted into Copart options under the merger agreement.
Delisting follows the change in ownership
ACV notified the New York Stock Exchange that the merger had closed and requested a trading suspension and a Form 25 filing to delist and deregister its common shares. The filing describes those requests, rather than confirming that the delisting process was complete.
ACV also said it intended to file Form 15 to terminate the remaining stock registration and suspend its reporting obligations. Its officers remained in place at closing, while its former directors were replaced.
Conclusion
The acquisition is complete, with ACV now wholly owned by Copart. The remaining disclosed steps concern ACV’s requested delisting and intended termination of registration and reporting obligations.
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Disclaimer
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