お知らせ • Jan 22
Scott Painter, AutoNation, Inc. (NYSE:AN), Atlantic Coast Automotive, Inc., Zurich North America, Augmented Reality Concepts, LLC, ID.me, Inc., CRIF S.p.A. and In the Car, LLC completed the acquisition of TrueCar, Inc. (NasdaqGS:TRUE) from Caledonia (Private) Investments Pty Limited, Caledonia US, LP, United Services Automobile Association, AutoNation, Inc., BlackRock, Inc. (NYSE:BLK), Glazer Capital, LLC and others.
Scott Painter, AutoNation, Inc. (NYSE:AN), Atlantic Coast Automotive, Inc., Zurich North America, Augmented Reality Concepts, LLC, ID.me, Inc., CRIF S.p.A., and In the Car, LLC entered into a definitive agreement to acquire TrueCar, Inc. (NasdaqGS:TRUE) from Caledonia (Private) Investments Pty Limited, Caledonia US, LP, United Services Automobile Association, AutoNation, Inc., BlackRock, Inc. (NYSE:BLK), Glazer Capital, LLC and others for approximately $260 million on October 14, 2025. A cash consideration valued at $2.55 per share will be paid by Scott Painter. The transaction will be financed senior debt of $164 million. 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 $60 million in financing commitments by the Syndicate. However, there can be no assurance that this additional financing will be secured.
In case of termination of transaction, TrueCar, Inc will pay a termination fee of $8 million and parent will be required to pay $15 million in case of termination of the transaction. 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.
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 expected to close in the fourth quarter of 2025 or early 2026 and includes a standard 30-day “go-shop” period on November 13, 2025. On December 22, 2025, the transaction was approved by TrueCar's shareholders.
Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider for TrueCar, Inc. TrueCar agreed to pay Morgan Stanley a fee of $3 million (the “ Announcement Fee ”), which became payable upon the execution of the Merger Agreement, and a transaction fee of $12.5 million. Justin R. Howard, Rebecca R. Valentino, Adam J. Biegel, Charles W. Cox, Christopher Gegg, Scott A. Harty, William Scott Ortwein, Cara M. Peterman, Brittany C. Raway, John Snyder, Kyle R. Woods, Abigail Cessna and Kerry T. Wenzel of Alston & Bird LLP acted as legal advisors for TrueCar, Inc. B. Riley Securities, Inc. acted as financial advisor for Scott Painter. Troy Foster, Gina Eiben of Perkins Coie LLP acted as legal advisors for Scott Painter. Okapi Partners, LLC acted as information agent to TrueCar and will receive a fee of approximately $31,500 for its services. Computershare Trust Company, N.A. acted as transfer agent to TrueCar. Joele Frank, Wilkinson Brimmer Katcher served as strategic communications advisor.
Scott Painter, AutoNation, Inc. (NYSE:AN), Atlantic Coast Automotive, Inc., Zurich North America, Augmented Reality Concepts, LLC, ID.me, Inc., CRIF S.p.A. and In the Car, LLC completed the acquisition of TrueCar, Inc. (NasdaqGS:TRUE) from Caledonia (Private) Investments Pty Limited, Caledonia US, LP, United Services Automobile Association, AutoNation, Inc., BlackRock, Inc. (NYSE:BLK), Glazer Capital, LLC and others on January 21, 2026. PenFed Credit Union supported the transaction as one of the strategic lenders. As part of the transaction, James Schenck, President and CEO, PenFed Credit Union, will join the Board of Directors. Meanwhile, Georg Bauer will serve as Chairman of TrueCar's parent company, Fair Holdings, Inc.