ACV's 14D-9: the highest indication in its sale process was $11 to $12 in cash, from a bidder that dropped out after its own stock fell. Copart won on its third proposal, at $10.50.
Copart's tender offer for ACV Auctions started on 17 September, and ACV filed its Schedule 14D-9 the same day. Most of it is standard, but the section headed "Background of the Offer and the Merger" is about five pages of dated entries from the target's side, and it shows who else was at the table and what they offered.
\*\*Party A came first, and came back.\*\*
In November 2025 an unnamed strategic party, called Party A in the filing, proposed an all-stock combination at 0.31x to 0.34x of its own shares per ACV share. The board told it the proposal undervalued the company. Party A returned in March 2026 at $8.75 a share, with $3.00 to $5.00 of that in cash. Same answer.
\*\*Copart's first number was $8.00 to $8.50, paid in Copart stock.\*\*
Copart made contact on 29 May, signed a confidentiality agreement on 9 June and on 2 July proposed $8.00 to $8.50 a share in Copart common stock.
\*\*Three indications on 6 August.\*\*
J.P. Morgan asked Party A, Copart and a third party, Party B, for proposals by 6 August. All three were non-binding indicative proposals:
\- Party A: an implied $10.50, split equally between cash and Party A stock.
\- Party B: $11.00 to $12.00, all cash, with its lenders still to deliver binding debt commitments.
\- Copart: $10.00 to $10.25, all cash, no financing condition, and "sufficient cash on hand to fund the full purchase price".
\*\*The highest one left first.\*\*
On 15 August Party B told J.P. Morgan it was no longer considering a transaction "in light of a recent material decline in the stock price of Party B, and Party B's need to focus on its own business."
\*\*Then the numbers moved in both directions.\*\*
On 28 August Copart asked whether $10.00 would be acceptable. ACV's CEO replied that he was "highly doubtful that such a price would be acceptable to the Company Board." On 6 September Copart offered $10.50 in cash. On 8 September Party A revised to an implied $10.00 in cash and stock, which the filing notes was "lower than the implied price of $10.50 per share in the August 6 Party A Proposal." On 9 September Party A's financial advisor said it "might be willing to improve its proposal". According to the filing, nobody from Party A made contact again before the merger agreement was signed.
\*\*Why the board picked Copart, in its own list.\*\*
The price difference, the fact that Copart's $10.50 was all cash against a $10.00 nominal cash and stock offer, that Party A had not completed its due diligence while Copart had, and "the fact that the media reported Copart might be considering an alternative acquisition and the belief of the Company Board that Copart might elect to pursue that acquisition in lieu of an acquisition of the Company."
\*\*What the section does not tell you.\*\*
Parties A and B are never named. Party B's $11 to $12 was an indicative range, and it never reached a draft merger agreement, so the filing shows that $10.50 was not the top of what ACV was shown. It does not show that anyone was prepared to sign at a higher number.