Copart completed its acquisition of ACV Auctions Inc. on Oct. 16, making ACV a wholly owned subsidiary in a transaction with about $1.8 billion in consideration.
ACV disclosed the closing in a Form 8-K filed with the Securities and Exchange Commission on Oct. 19. It reported aggregate consideration of $1,801,021,081, or about $1.8 billion. Copart and its wholly owned Apple Merger Sub, Inc., paid that amount. ACV said Copart relied on cash resources it already had. The filing said neither the tender offer nor the merger was contingent on obtaining financing.
Apple Merger Sub opened the cash offer on Sept. 17, seeking all outstanding ACV shares for $10.50 each. The offer closed at 5 p.m. ET on Oct. 15. Computershare Trust Company, N.A., acting as depositary and paying agent, reported that 116,818,409 shares were validly tendered and not withdrawn. Copart and Apple Merger Sub also owned ACV shares before the offer, and those shares counted with the tendered stock toward the ownership test. Together, the shares represented approximately 68.43% of ACV’s outstanding shares.
That percentage exceeded the offer’s requirement that more than half of ACV’s outstanding shares be represented. ACV said the remaining merger conditions had been met or waived after the tender offer. The merger then closed without a meeting of ACV stockholders, leaving the company wholly owned by Copart.
All seven ACV directors left their positions at closing. A. Jayson Adair and Leah C. Stearns, who had served as directors of Apple Merger Sub, joined ACV’s board. ACV’s officers remained in place, according to the filing.
ACV said it requested that the New York Stock Exchange suspend trading in its shares and asked the exchange to file a Form 25 to remove them from listing. The company also plans to file a Form 15 to end the shares’ registration and suspend its reporting obligations.
