TrueCar,Inc. (NASDAQ:TRUE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On December 7, 2018, TrueCar, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary TrueCar Dealer Solutions, Inc., a Delaware corporation (the “Purchaser”), completed the acquisition (the “Acquisition”) of all of the outstanding equity interests of DealerScience, LLC, a Massachusetts limited liability company (“DealerScience”), from Andrew Gordon (“Seller”), to a Membership Interest Purchase Agreement, dated as of December 7, 2018 (the “Purchase Agreement”), by and among the Purchaser, DealerScience, Seller and the Company (solely for the limited purpose of guaranteeing to Seller the due and punctual payment and performance of the Purchaser’s obligations under the Purchase Agreement).
to the Purchase Agreement, and upon the terms and subject to the conditions thereof, the Purchaser paid $27 million in cash consideration, subject to certain customary post-closing adjustments, for all of the outstanding equity interests of DealerScience, resulting in DealerScience becoming an indirect wholly-owned subsidiary of the Company. The Purchase Agreement also provides for two potential cash earnout payments to Seller of up to $2.5 million each upon the achievement of certain revenue metrics in each of the first two years following the consummation of the Acquisition. The Company is guaranteeing the obligations of the Purchaser under the Purchase Agreement.
The Purchase Agreement contains representations, warranties and covenants of the parties and indemnification provisions customary for a transaction of this type.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The Purchase Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Purchase Agreement and may be intended not as statements of fact but rather as a means of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Purchase Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The Company’s stockholders and other investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, the Purchaser, DealerScience, Seller or any of their respective subsidiaries or affiliates.
Item 1.01Completion of Acquisition or Disposition of Assets
The disclosure set forth in Item 1.01 is hereby incorporated into this Item 1.01 by reference.
Item 1.01Other Events
On December 7, 2018, DealerScience and the Company issued a joint press release announcing the execution of the Purchase Agreement and the consummation of the Acquisition, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
*Schedules and exhibits to the Purchase Agreement are omitted to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company agrees to furnish supplementally a copy of
any omitted schedules and exhibits to the Securities and Exchange Commission upon request, but reserves the right to request confidential treatment to Rule 24b-2 under the Exchange Act for any schedule or exhibit so furnished.
TrueCar, Inc. ExhibitEX-2.1 2 exhibit21dealersciencepurc.htm EXHIBIT 2.1 DEALERSCIENCE PURCHASE AGREEMENT Exhibit 2.1 DealerScience Purchase Agreement Exhibit 2.1MEMBERSHIP INTEREST PURCHASE AGREEMENTby and amongTRUECAR DEALER SOLUTIONS,…To view the full exhibit click here
About TrueCar,Inc. (NASDAQ:TRUE)
TrueCar, Inc. offers a diverse software ecosystem for buying cars. The Company’s software ecosystem is based on a common technology infrastructure, and powered by data and analytics. The Company operates its platform on the TrueCar Website and its branded mobile experience. It customizes and operates its platform on a co-branded basis for its affinity group marketing partners, including financial institutions, membership-based organizations, and employee buying programs for enterprises. Its network of approximately 11,000 TrueCar Certified Dealers consists primarily of new car franchises, as well as independent dealers selling used vehicles. Its subsidiary, ALG, Inc., provides forecasts and consulting services regarding determination of the residual value of an automobile at given future points in time. It obtains automobile purchase data from various sources and uses this data to provide consumers and dealers with geographically specific, real-time pricing information.
