Item 1.02 Termination of a Material Definitive Agreement.
On March 10, 2023, the California Department of Financial Protection and
Innovation closed Silicon Valley Bank ("SVB") and appointed the Federal Deposit
Insurance Corporation as receiver.
In light of this development, on March 20, 2023 (the "Notice Date"), TrueCar,
Inc. (the "Company") exercised its right to terminate the Third Amended and
Restated Loan and Security Agreement, dated February 18, 2015 (the "Agreement"),
by and among SVB, the Company and TrueCar Dealer Solutions, Inc., with such
termination effective on March 23, 2023. Copies of the Agreement and the
amendments and supplements thereto are filed as Exhibits 10.9 through 10.14 to
the Company's Annual Report on Form 10-K for the year ended December 31, 2022,
filed with the Securities and Exchange Commission on February 24, 2023.
There were no revolving loans outstanding under the Agreement as of the Notice
Date or at any time since the date of the Agreement. Further, as of the Notice
Date, there were no other Obligations (as defined in the Agreement) outstanding
other than $2.1 million under the Agreement's subfacility for letters of credit,
which secures certain of our obligations under one of our office leases and is
required to be cash collateralized following the termination of the Agreement in
accordance with the terms of the Agreement. Pursuant to the Agreement, the
covenants, representations and warranties made in the Agreement, including the
covenant requiring the Company to maintain at least 70% of the Company's
deposits at SVB, terminate upon the termination of the Agreement and
satisfaction of all Obligations (other than the cash collateralized obligations
under the letter of credit subfacility and inchoate indemnity obligations).
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