TrueCar announced that independent proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have recommended that shareholders vote ‘FOR’ the pending transaction with Fair Holdings, the holding company of TrueCar founder Scott Painter.
The deal values TrueCar at approximately $227 million, with an all‑cash offer of $2.55 per share, representing a 72.3% premium to the stock’s last close before the announcement. The transaction is expected to close in the fourth quarter of 2025 or early 2026, following the board’s unanimous approval and the scheduled special meeting of stockholders on December 22, 2025.
The rationale behind the go‑private transaction is to consolidate ownership, streamline operations, and unlock shareholder value amid challenges in TrueCar’s core marketplace business. Recent financials show revenue growth in Q2 2025 (up 12.4% YoY to $47 million) but a net loss of $7.6 million, while Q3 2025 revenue fell to $43.2 million and the company posted a net income of $5.0 million ($0.06 per share). These mixed results underscore the need for a strategic reset and a more focused investment approach.
Management highlighted that the transaction will provide the flexibility to invest in technology and customer experience initiatives without the pressure of quarterly earnings disclosure. Barbara Carbone, board chair, said the deal delivers “compelling value to shareholders” and reflects a thorough evaluation of the company’s long‑term prospects. Scott Painter, who will return as CEO upon closing, emphasized that the syndicate’s expertise in automotive retail and technology will help accelerate growth and improve profitability.
Analysts have expressed mixed views on the deal, reflecting differing assessments of TrueCar’s future growth trajectory and the potential benefits of a private ownership structure. The upcoming shareholder vote on December 22 will determine whether the transaction proceeds, with the proxy advisory endorsements positioning the deal favorably for approval.
The outcome of the vote will have significant implications for TrueCar’s strategic direction, capital structure, and shareholder value, as the company transitions from a public to a private entity under the guidance of its founder and a diversified syndicate of investors.
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