The board's October 15, 2025 press release stated the transaction was approved unanimously following "an extensive strategic review process initiated in late 2024, which included discussions with a number of potential strategic and financial counterparties." Barbara Carbone, Chair of the TrueCar Board, said the Board "unanimously approved this transaction after a thorough and careful evaluation of potential value creation opportunities." The definitive merger proxy (DEFM14A, filed November 24, 2025) discloses that Scott Painter first contacted CEO Jantoon Reigersman on September 6, 2024 to express interest in acquiring the company, and that Fair's initial unquantified offer on September 10, 2024 was followed by a September 30, 2024 letter proposing $4.63 per share, well above the eventual $2.55 deal price; TrueCar's common stock closed at $3.23 on October 1, 2024 and $3.31 on September 19, 2024 during that period. Morgan Stanley was engaged as financial advisor on October 8, 2024 to run a process alongside the Fair negotiation.

Morgan Stanley's discounted cash flow analysis, using management case projections and a 21.0% to 25.0% discount rate with a 2.0% to 4.0% perpetuity growth rate, indicated an implied per-share equity value range of $2.35 to $2.80, bracketing the $2.55 deal price. Separately, a scenario analysis referenced in the proxy showed a range of $2.20 to $3.55 per share under management case projections versus $1.25 to $1.65 per share under TrueCar Street consensus projections. Morgan Stanley delivered a written fairness opinion dated October 14, 2025 that the merger consideration was fair, from a financial point of view, to TrueCar stockholders other than excluded and rollover shares. The transaction required approximately $248 million in total funds to pay stockholders, settle equity awards, and cover transaction expenses of both parties (the "Required Amount").

Financing was structured as a combination of an equity commitment, TrueCar's own cash on hand, and additional capital to be raised from a syndicate of investors. Alpha Auto 2, LLC, defined in the proxy as the "Investor," entered into an Equity Commitment Letter providing Parent a $164 million equity commitment, and deposited $15 million as an advance against that commitment and as security for a reverse termination fee. The merger agreement additionally required Parent to obtain at least $60 million of additional equity or debt commitments (the "Additional Financing Condition") from a syndicate described by the company as expected to include "seasoned leaders and institutions across automotive retail, finance, and technology." At closing, Fair Holdings entered into a Rollover and Contribution Agreement with Auto Holdings, LLC, an affiliate of AutoNation, Inc., under which AutoNation's TrueCar shares were rolled over into equity of Parent rather than cashed out.

The merger agreement provided for an $8,000,000 termination fee payable by TrueCar to Parent in specified circumstances, including termination following a failure to obtain stockholder approval after an adverse recommendation change, or termination by TrueCar to accept a superior proposal. It also provided for a $15,000,000 reverse termination fee payable by Parent to TrueCar (with TrueCar entitled to retain the $15 million deposit in satisfaction of that obligation) if Parent breached its obligations or failed to close, and for reimbursement of up to $3,000,000 of Parent's transaction expenses in certain no-vote termination scenarios. The agreement also included a 30-day go-shop period that expired at 11:59 p.m. Pacific Time on November 13, 2025.

TrueCar held a special meeting of stockholders on December 22, 2025, at which the merger proposal was approved by 69,723,284 shares for versus 84,731 against and 311,685 abstentions, representing approval by stockholders holding roughly 78.83% of the 88,940,050 shares outstanding as of the November 13, 2025 record date. TrueCar's largest stockholder, Caledonia (Private) Investments Pty Limited and Caledonia US, LP, had committed to vote in favor of the transaction.

Upon closing, announced in a January 21, 2026 press release, Scott Painter returned as TrueCar's Chief Executive Officer, and the investor group was disclosed to include PenFed Credit Union, Zurich North America, AutoNation, Atlantic Coast Automotive, Impel AI, ID.me, CRIF, and In The Car. James Schenck, President and CEO of PenFed, joined the board of Fair Holdings, Inc., and Georg Bauer, a former Mercedes, BMW and Tesla executive, was named Chairman of Fair Holdings. Painter said the company's mandate was "to operate with discipline and focus on generating real and sustainable profit," and that TrueCar "remains an important and highly relevant platform that touches nearly 10% of all U.S. car buyers."

Morgan Stanley & Co. LLC acted as exclusive financial advisor to TrueCar, and Alston & Bird LLP acted as lead legal counsel to TrueCar; Joele Frank, Wilkinson Brimmer Katcher served as TrueCar's strategic communications advisor. B. Riley Securities, Inc. acted as financial advisor and Perkins Coie LLP acted as legal counsel to Fair Holdings, Inc.