Automotive digital marketplace TrueCar, Inc. (TRUE) announced Wednesday it has entered into a definitive agreement pursuant to which Fair Holdings, Inc., 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 $227 million based on current basic shares outstanding.
Fair Holdings, Inc. has informed the Company that it is negotiating with various financial and strategic investors to syndicate the financing of this transaction with equity investments.
The proposed Syndicate is expected to reflect a unique blend of dealer, data, fintech, and mobility experience partners, united around a shared commitment to supporting TrueCar as the most transparent and trusted platform in auto retail.
Upon completion of the transaction, Scott Painter will return as Chief Executive Officer, with a relentless focus on achieving profitable growth, innovation, and renewed alignment with the automotive industry.
The transaction was unanimously approved by the TrueCar Board of Directors following the conclusion of an extensive strategic review process initiated in late 2024, which included discussions with a number of potential strategic and financial counterparties. The strategic process was overseen by TrueCar's Board of Directors with the assistance of TrueCar's external advisors.
The transaction is expected to close in the fourth quarter of 2025 or early 2026 and includes a standard 30-day "go-shop" period.
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.
TrueCar's largest collective stockholder, Caledonia (Private) Investments Pty Limited and Caledonia US, LP, has committed to vote in favor of the transaction.
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