Copart, Inc. (NASDAQ:CPRT) announced today the preliminary results of
its tender offer to purchase up to 10,526,315 shares of its common stock
at a price of $38.00 per share, which expired at 5:00 p.m., New York
City time, on Friday, January 14, 2011. Based on the preliminary count
by Computershare Trust Company, N.A., the Depositary for the tender
offer, 15,095,268 shares of Copart common stock were properly tendered
and not withdrawn (excluding 5,992,024 shares tendered pursuant to
guaranteed delivery procedures). Accordingly, Copart will accept for
purchase a total of 12,172,088 shares at a purchase price of $38.00 per
share, for a total cost of approximately $462.5 million. The shares
expected to be purchased are comprised of the 10,526,315 shares Copart
offered to purchase and an additional 1,645,773 shares to be purchased
pursuant to Copart’s right to purchase additional shares up to 2% of its
outstanding shares, and represent approximately 14.8% of Copart’s issued
and outstanding shares as of January 14, 2011.
Because the offer was oversubscribed, the number of shares that Copart
will purchase from each tendering shareholder will be pro-rated. Based
upon the preliminary count, Copart estimates that the pro-ration factor
will be approximately 80.7%, excluding shares tendered pursuant to
guaranteed delivery procedures, or 57.7%, assuming all shares tendered
pursuant to guaranteed delivery procedures are properly delivered. The
number of shares tendered and not withdrawn and the pro-ration factor
are preliminary and are subject to: verification by Computershare Trust
Company, N.A.; the proper delivery of all shares tendered (including
shares tendered pursuant to guaranteed delivery procedures); and the
impact of odd-lot tenders. The actual number of shares validly tendered
and not withdrawn and the pro-ration factor will be announced promptly
following completion of the verification process. Promptly after such
announcement, the Depositary will issue payment for the shares validly
tendered and accepted for purchase under the tender offer and will
return all other shares tendered.
Copart also announced that it has drawn down approximately $400.0
million under its previously announced $400.0 million term loan
facility, which will be used, together with cash on hand, to pay for the
shares accepted for purchase in the tender offer.
Georgeson Inc. is acting as the Information Agent, and the Depositary is
Computershare Trust Company, N.A. For questions and information, please
call the Information Agent toll free at (800) 223-2064 (banks and
brokers call collect at (212) 440-9800).
About Copart
Copart, founded in 1982, provides vehicle sellers with a full range of
remarketing services to process and sell salvage and clean title
vehicles to dealers, dismantlers, rebuilders, exporters and, in some
states, to end users. Copart remarkets the vehicles through Internet
sales utilizing its patented VB2 technology. Copart sells
vehicles on behalf of insurance companies, banks, finance companies,
fleet operators, dealers, car dealerships, the general public and
others. Copart currently operates 152 facilities in the United States,
Canada and the United Kingdom. Salvage vehicles are either damaged
vehicles deemed a total loss for insurance or business purposes or are
recovered stolen vehicles for which an insurance settlement with the
vehicle owner has already been made. For more information, or to become
a member, visit www.copart.com.
Forward-Looking Statements
This press release contains forward-looking statements, such as
references to completion of the tender offer and the payment for shares
related thereto. These statements, including their underlying
assumptions, are subject to risk and uncertainties and are not
guarantees of future performance. Results may differ due to various
factors, such as the possibility that shareholders may not tender their
shares in the tender offer, or to other conditions to completion of the
tender offer are not satisfied. For further details of these risks, you
should read our filings with the SEC, including our Schedule TO and the
documents referred to therein.
The statements presented in this press release speak only as of the date
of the release. Please note that except as required by applicable law,
we undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
