Copart, Inc. (NASDAQ:CPRT) today announced it has commenced a tender
offer to purchase up to 10,526,315 shares of its common stock at a price
of $38.00 per share. The number of shares proposed to be purchased in
the tender offer represents approximately 12.8% of the approximately
82.2 million shares of Copart common stock currently outstanding. The
last reported trading price of Copart common stock on the NASDAQ Global
Select Market on December 14, 2010 was $35.24 per share.
The tender offer will expire at 5:00 p.m. New York City time on Friday,
January 14, 2011, unless extended by Copart. Tenders of Copart’s common
stock must be made prior to the expiration of the tender offer and may
be withdrawn at any time prior to the expiration of the tender offer.
The tender is subject to conditions and other terms set forth in the
tender offer materials that are being distributed to shareholders and
filed with the Securities and Exchange Commission (SEC) today.
On the terms and subject to the conditions of the tender offer, Copart’s
shareholders will have the opportunity to tender some or all of their
shares at a price of $38.00 per share. If shareholders properly tender
and do not properly withdraw more than 10,526,315 shares, Copart will
purchase shares tendered by those shareholders owning fewer than 100
shares, without pro ration, and all other shares tendered will be
purchased on a pro rata basis, subject to the conditional tender offer
provisions described in the Offer to Purchase that is being distributed
to shareholders. Shareholders whose shares are purchased in the tender
offer will be paid $38.00 per share, net to the seller in cash, without
interest and less any applicable withholding taxes, promptly after the
expiration of the tender offer period.
In connection with the tender offer, on December 14, 2010, Copart
entered into a new $400.0 million term loan facility and reduced its
existing revolving credit facility from $150.0 million to $100.0
million. Copart intends to fund the purchase price for the tendered
shares through borrowings under its new term loan facility. The tender
offer is conditioned on, among other things, Copart’s receipt of $400.0
million of proceeds under the term loan facility.
None of Copart, its directors and officers, the information agent, or
the depositary is making any recommendations to shareholders as to
whether to tender or refrain from tendering their shares into the tender
offer. Shareholders must make their own decisions as to how many shares
they will tender, if any. In so doing, shareholders should read and
evaluate carefully the information in the Offer to Purchase and in the
related Letter of Transmittal.
In order to avoid any potential conflict of interest, our Board of
Directors has prohibited all of our directors and executive officers
from tendering any of their shares in the Offer under our Securities
Trading Policy.
Georgeson Inc. is acting as the information agent, and the depositary is
Computershare Trust Company, N.A. The Offer to Purchase, Letter of
Transmittal, and related documents are being mailed to shareholders of
record and will be made available for distribution to beneficial owners
of Copart’s shares. For questions and information, please call the
information agent toll free at (800) 223-2064 (banks and brokers call
collect at (212) 440-9800).
This announcement is for informational purposes only and does not
constitute an offer to purchase nor a solicitation of an offer to sell
shares of Copart common stock. The solicitation of offers to buy shares
of Copart common stock will only be made pursuant to the Offer to
Purchase, dated December 15, 2010 (as may be amended or supplemented),
the related Letter of Transmittal, and other related documents that
Copart is sending to its shareholders. The tender offer materials
contain important information that should be read carefully before any
decision is made with respect to the tender offer. Those materials are
being distributed by Copart to Copart’s shareholders at no expense to
them. In addition, all of those materials (and all other offer documents
filed with the SEC) will be available at no charge on the SEC’s website
at www.sec.gov
and from the information agent.
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 the possibility that the 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.
