Copart to acquire ACV Auctions for $10.50 per share in $1.9 billion cash deal
The online vehicle auction operator entered into a definitive merger agreement to buy ACV Auctions and expand its presence across the remarketing ecosystem.
Copart, Inc. (CPRT) said Wednesday it entered into a definitive agreement to acquire ACV Auctions Inc. (ACVA) for $10.50 per share in cash, representing an implied equity value of approximately $1.9 billion.
Under the terms of the merger agreement, Copart will commence a cash tender offer through its subsidiary within five to seven business days to purchase all outstanding shares of ACV common stock. The acquisition is expected to close by calendar year-end 2026.
Key takeaways
- Copart will pay
$10.50per share in cash for an equity value of about$1.9 billion. - The purchase price represents a premium of approximately 45% to ACV's unaffected closing price on August 10, 2026.
- The transaction is not subject to any financing condition and will be funded through cash on hand.
- ACV will operate as an independent subsidiary of Copart led by ACV's existing leadership team after closing.
Transaction terms and structure
The tender offer requires the tender of at least a majority of the outstanding shares of ACV common stock. Following the successful completion of the tender offer, Copart's subsidiary will merge with ACV under Section 251(h) of the Delaware General Corporation Law, converting any untendered shares into the right to receive the same $10.50 per share cash consideration.
Certain stockholders holding approximately 4.1% of outstanding ACV stock entered into a Support Agreement to tender their shares in the offer. The transaction is also subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.
Termination fees and financial impact
The agreement provides for a termination fee of $57.7 million payable by ACV under certain circumstances, including terminating the agreement to accept a superior proposal. Conversely, Copart will be required to pay a termination fee of $115.3 million under specified circumstances relating to antitrust or competition law injunctions or failure to satisfy the HSR condition by the end date.
Copart expects the transaction to be neutral to earnings per share in the first full year of ownership and accretive in fiscal 2028 and beyond.
Why it matters
The combination integrates Copart's global buyer network and physical footprint of over 250 locations with ACV's digital wholesale platform and dealer-to-dealer vehicle auction channel. The deal expands Copart's addressable market across the full vehicle remarketing lifecycle, spanning dealer trade-ins, wholesale remarketing, salvage disposition, and international resale.
By the numbers
| Metric | Value | Source |
|---|---|---|>
| Offer Price | $10.50 per share | 8-K Filing |
| Implied Equity Value | $1.9 billion | Press Release |
| Premium to Unaffected Price | 45% | Press Release |
| Premium to 30-Day VWAP | 41% | Press Release |
| ACV Termination Fee | $57.7 million | 8-K Filing |
| Copart Regulatory Termination Fee | $115.3 million | 8-K Filing |
Closing conditions and next steps
The tender offer has not yet commenced. Copart and its merger subsidiary intend to file a Tender Offer Statement on Schedule TO with the SEC, while ACV will file a Solicitation/Recommendation Statement on Schedule 14D-9.
The transaction remains subject to regulatory clearances, including antitrust approval, and the tender of a majority of ACV's outstanding shares. Both boards of directors unanimously approved the agreement, with completion anticipated by the end of calendar year 2026.