TrueCar to be acquired by its founder for $227M

TrueCar (TRUE) announced it has entered into a definitive agreement pursuant to which Fair Holdings an entity led by TrueCar founder Scott Painter, will acquire the Company in an all-cash, go-private transaction at $2.55 per share, or an equity value of approximately $227M based on current basic shares outstanding. Fair Holdings, has informed the Company that it is negotiating with various financial and strategic investors to syndicate the financing of this transaction with equity investments. This group is expected to comprise seasoned leaders and institutions across automotive retail, finance, and technology which are integral to Fair Holdings’ operating plan and bring the expertise to scale TrueCar’s business. Upon completion of the transaction, Scott Painter will return as CEO. The transaction was unanimously approved by the TrueCar Board of Directors. The transaction is expected to close in the Q4 or early 2026. Completion of the transaction is subject to approval by TrueCar stockholders, receipt of regulatory approvals, if necessary, and satisfaction of customary closing conditions. Upon completion of the transaction, TrueCar’s shares will no longer trade on the Nasdaq Global Select Market. The transaction is being financed by a combination of an equity commitment from an affiliate of a large, innovative dealer group and cash on the Company’s balance sheet. As noted above, the parties intend to raise additional capital from the Syndicate to finance a portion of the purchase price prior to closing. The buyer has agreed to pay a reverse termination fee to TrueCar if it fails to complete the transaction and in other customary circumstances, and the Company’s other enforcement rights are subject to the receipt of an additional $60M in financing commitments by the Syndicate. However, there can be no assurance that this additional financing will be secured. TrueCar’s largest collective stockholder, Caledonia Investments Pty Limited and Caledonia US, has committed to vote in favor of the transaction. Morgan Stanley & Co. is acting as exclusive financial advisor and Alston & Bird is acting as lead legal counsel to TrueCar. Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor. B. Riley Securities, is acting as financial advisor and Perkins Coie is acting as legal counsel to Fair Holdings.