8-K


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
 
May 3, 2016
 
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36449
 
04-3807511
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
120 Broadway, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
 
(800) 200-2000
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


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Item 1.01                   Entry into a Material Definitive Agreement.
 
On May 3, 2016, TrueCar, Inc. (the “Company”) entered into an office building lease (the “Lease”) with Hill Country Texas Galleria, LLC (the “Landlord”) to lease approximately 37,757 square feet in a new, to-be-constructed building in the Hill Country Galleria in Bee Cave, Texas (the “Premises”) commencing on February 1, 2017 (the “Lease Commencement Date”).

Under the terms of the Lease, the Premises will be leased for ten years from the Lease Commencement Date. The Company has two options to extend the Lease for five years each. Annual base rent for the first year of the initial lease term will be approximately $680,000, reflecting rent abatement during the first three months of the lease term. The cumulative base rent for the initial lease term will be approximately $9.9 million, reflecting average annual rent increases of 2.3%. The Lease also provides the Company with an early termination right in February 2023. Exercise of the early termination right requires twelve months prior notice and an early termination fee of approximately $1.8 million.

The foregoing summary of the Lease does not purport to be complete and is qualified in its entirety by reference to the Lease, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.



Item 2.02                                          Results of Operations and Financial Condition.
 
On May 5, 2016, the Company announced its financial results for the fiscal quarter ended March 31, 2016. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in Items 2.02 and 9.01 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 2.03                   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.


 

Item 9.01                                           Financial Statements and Exhibits.
 
(d) Exhibits.
 
99.1                        Press release dated May 5, 2016.

 


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
TRUECAR, INC.
 
 
By:
/s/ Michael Guthrie
 
Michael Guthrie
 
Chief Financial Officer
 
 
 Date:  May 5, 2016

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