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 Decemb...

expiry = 2015-12-23...ase for Cash by COPART, INC. of Up to 7,317,073 Shares of its Common Stock at a Purchase Price Not Greater Than $41.00 nor Less Than $38.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 23, 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 7,317,073 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 2014: First Quarter $ 34.71 $ 30.38 Second Quarter $ 36.93 $ 31.08 Third Quarter $ 37.54 $ 32.59 Fourth Quarter $ 37.15 $ 33.37 Fiscal 2015:...

mechanism = DUTCH...ompany is offering to purchase up to 7,317,073 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 $38.00 to $41.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...

mechanism = DUTCH...Immediate Release Copart Announces Preliminary Results of Its Tender Offer Copart expects to acquire approximately 8,333,333 shares at $39.00 per share Dallas, TX (December 24, 2015) – Copart, Inc. (NASDAQ: CPRT) today announced the preliminary results of its modified “Dutch Auction” tender offer, which expired at 5:00 p.m., New York City time, on Wednesday, December 23, 2015. Based on the preliminary count by the depositary for the tender offer, an aggregate of 11,845,788 shares were properly tendered and not withdrawn at or below a price of $39.00, including 3,810,996 shares that were tendered through notice of gu...

mechanism = DUTCH...-99.(a)(1)(I) Exhibit (a)(1)(I) For Immediate Release Copart Announces Final Results of Its Tender Offer Copart acquires 8,333,333 shares at $39.00 per share Dallas, TX (December 30, 2015) – Copart, Inc. (NASDAQ: CPRT) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 5:00 p.m., New York City time, on Wednesday, December 23, 2015. Based on the final count by the depositary for the tender offer, an aggregate of 11,781,596 shares were properly tendered and not withdrawn at or below a price of $39.00. Copart acquired 8,333,333 shares of its common stock at a purchase price...

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 7,317,073 shares (or suc...

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 38.0-41.0...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 $38.00 to $41.00 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...

price = USD 39.0...e of $39.00, including 3,810,996 shares that were tendered through notice of guaranteed delivery. Copart expects to acquire approximately 8,333,333 shares of its common stock at a purchase price of $39.00 per share for a total cost of approximately $325.0 million, excluding fees and expenses related to the tender offer. The 8,333,333 shares represent approximately 6.9% of the shares issued and outstanding. The shares expected to b...

price = USD 39.0...e tender offer, an aggregate of 11,781,596 shares were properly tendered and not withdrawn at or below a price of $39.00. Copart acquired 8,333,333 shares of its common stock at a purchase price of $39.00 per share for a total cost of approximately $325.0 million, excluding fees and expenses related to the tender offer. The 8,333,333 shares represent approximately 6.9% of the shares issued and outstanding. The shares accepted for...

priority_conflicting = True...,073 shares are tendered? If more than 7,317,073 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...2015), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 7,317,073 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 additional shares, up to 2% of our outstanding shares (approximately 2.4 million shares, based on 120,236,510 shares of our commo...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d27113dex99a1a.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 7,317,073 Shares of its Common Stock at a Purchase Price Not Greater Than $41.00 nor Less Than $38.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 23, 2015 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Copart, Inc., a Delawa...

txn_type = TENDER_OFFER...share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest. The self-tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each filed with the Securities and Exchange Commission on November 24, 2015, as amended on November 25, 2015 and December 4, 2015. The information agent is Georgeson Inc. and the depositary is Computershare Trust Company, N.A. For questions and information regarding the tender offer, please call the information...

txn_type = TENDER_OFFER...rgeson Inc. and the depositary is Computershare Trust Company, N.A. For questions and information regarding the tender offer, please call the information agent at 1-800-932-9864. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF COPART COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT COPART DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER...