COPART INC CPRT

election_required = True...f Contents If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you (1) own beneficially or of record fewer than 100 shares in the aggregate, (2) properly tender all of those shares before the Offer expires, and (3) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on July 6...

expiry = 2015-07-06...se for Cash by COPART, INC. of Up to 13,888,888 Shares of its Common Stock at a Purchase Price Not Greater Than $36.00 nor Less Than $34.75 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 6, 2015 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Copart, Inc., a Delaware corporation (“Copart,” the “Company,” “we,” or “us”), is offering to purchase up to 13,888,888 shares of our common stock, $0.0001 par value (the “common stock”...

listed = True...iration Time. Any determination by us concerning the events described above will be final and binding on all parties, subject to a stockholder’s right to challenge our determination in a court of competent jurisdiction. 8. Price Range of the Shares The shares are traded on the NASDAQ Global Select Market under the symbol “CPRT.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources: High Low Fiscal 2013: First Quarter $ 28.98 $ 23.28 Second Quarter $ 37.47 $ 28.39 Third Quarter $ 36.93 $ 31.30 Fourth Quarter $ 38.26 $ 30.11 Fiscal 2014:...

mechanism = DUTCH...mpany is offering to purchase up to 13,888,888 shares of our common stock, $0.0001 par value. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $34.75 to $36.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...

must_tender_all = True...h greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the expiration of the Offer, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer; • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and • third, only if necessary to permit us to purchase 13,888,888 shares (or su...

no_priority = True...ption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business by the foreign stockholder within the United States. See Section 3. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to...

price = USD 34.75-36.0...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $34.75 to $36.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.25) that will allow us to...

priority_conflicting = True...888 shares are tendered? If more than 13,888,888 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the expiration of the Offer, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration of the Offer; • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and • third, only if necessary to...

threshold = 100...015), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 13,888,888 shares are properly tendered, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). We also expressly reserve the right to purchase i Table of Contents additional shares, up to 2% of our outstanding shares (approximately 2.5 million shares, based on 126,522,148...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d937586dex99a1a.htm EX-99(A)(1)(A) EX-99(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by COPART, INC. of Up to 13,888,888 Shares of its Common Stock at a Purchase Price Not Greater Than $36.00 nor Less Than $34.75 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 6, 2015 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Copart, Inc., a Delaware c...