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Zillow plans to acquire Trulia: will the FTC approve, will the world end?

Zillow has announced that they will be acquiring Trulia, pending regulatory approval. Does this mean only one place to mail your ad dollar check? Nope, but it’s still a tricky acquisition the SEC will have to analyze before giving the red light.

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After much speculation and leaked details, Zillow and Trulia have announced their commitment to one another, as Zillow has entered into a “definitive agreement to acquire Trulia” for $3.5B in stock. Both companies will remain in tact as brands with Trulia CEO Pete Flint reporting to Zillow CEO Spencer Rascoff, and the deal is on target to close next year.

With this acquisition, two real estate search giants will remain (Zillow, realtor.com), and real estate professionals and industry insiders have mixed feelings on the topic (some believe the world is going to end, others are enthusiastic), but as the two names remain in tact, Zillow would simply own Trulia, not necessarily swallow it. Read: your advertising dollars will still go to two separate locations rather than just Zillow since the world will not be absent a Trulia.

What remains to be seen, however, is whether or not the FTC will approve the acquisition, as both are publicly traded companies and require approval from the regulatory body. This merger is akin to all telecom companies merging except for Sprint, leaving a world of only two large, nationally recognizable options – even if all stores still say “AT&T” or “Verizon” on the signs, in this theoretical example, they’re all still owned by AT&T, so there are only two competitors. The FTC doesn’t always like when there are only two competitors controlling a market.

Zillow will argue before the Commission that there are literally thousands of competitors, and they’re right, but when it comes to the main competitors, as an industry, we’ve long called Zillow, Trulia, and realtor.com the “big three,” and changing that landscape changes control over the market. While most believe the FTC will approve, it is not a guarantee, so we will be watching closely.

Rascoff’s letter to brokerages

The following is a copy of an email sent by Zillow, Inc. to real estate brokerages.

*****
It’s my pleasure to let you know we have just announced that Zillow has entered into a definitive agreement to acquire Trulia. You can read the full press release here .

I’m really excited about this opportunity, but I am sure the news will lead to a number of questions. The most important thing I can stress is that this combination of companies sets the stage for us to offer even more real estate tools and services to empower consumers and thus has the ability to drive even more business to local brokerages and their agents.

We expect to maintain both the Zillow and Trulia consumer brands, as both will continue to offer buyers and sellers access to vital information about homes and real estate, providing an important bridge to local agents across the country. We’ll work hard to make sure the great partnerships we have with brokers nationwide continue to prosper.

This acquisition requires shareholder and regulatory approval, which might take several months. We will provide additional details as they become available. For now, it’s business as usual for both companies. Our daily focus and strong commitment to local agents and professionals in the real estate industry remain unchanged and of the utmost importance to our entire team.
Please contact our team at partners@zillow.com with any questions.

Regards,
Spencer Rascoff
Zillow CEO

Zillow’s press release about the acquisition

Zillow Announces Acquisition of Trulia for $3.5 Billion in Stock

Combination of companies sets stage to offer more real estate tools and services that empower consumers and drive more business for real estate professionals

SEATTLE and SAN FRANCISCO (July 28, 2014) – Zillow, Inc. (NASDAQ:Z) today announced that it has entered into a definitive agreement to acquire Trulia, Inc. (NYSE:TRLA) for $3.5 billion in a stock-for-stock transaction. The Boards of Directors of both companies have approved the transaction, which is expected to close in 2015.

The combined company will maintain both the Zillow and Trulia consumer brands, offering buyers, sellers, homeowners and renters access to vital information about homes and real estate for free, and providing advertising and software solutions that help real estate professionals grow their business. At closing, Trulia CEO Pete Flint will remain as CEO of Trulia reporting to Zillow CEO, Spencer Rascoff, and will join the Board of Directors of the combined company. In addition, at closing, a second member of Trulia’s Board of Directors will join the board of the combined company. Further operational and organizational details will be announced at closing.

“Consumers love using Zillow and Trulia to find vital information about homes and connect with the best local real estate professionals,” Rascoff said. “Both companies have been enormously successful in creating compelling consumer brands and deep industry partnerships, but it’s still early days in the world of real estate advertising on mobile and Web. This is a tremendous opportunity to combine our resources and achieve even more impressive innovation that will benefit consumers and the real estate industry.”

“Trulia and Zillow have a shared mission and vision of empowering consumers while helping real estate agents, brokerages and franchisors benefit from technological innovation,” said Flint. “By working together, we will be able to create even more value for home buyers, sellers, and renters, as well as create a robust marketing platform that will help our industry partners connect with potential clients and grow their businesses even more efficiently. Our two companies share complementary employee cultures with innovative, consumer-first philosophies and a deep commitment to create the best products and services for our industry partners.”

Both Zillow and Trulia are primarily media companies, generating the majority of revenue through advertising sales to real estate professionals. Despite continued growth as public companies, significant opportunities of scale remain as the majority of advertising dollars in the real estate sector have yet to migrate online or to mobile. For example, the two companies’ combined revenue currently represents less than 4 percent of the estimated $12 billion i real estate professionals spend on marketing their services to consumers each year.

Zillow and Trulia are two rapidly growing real estate sites on mobile and the Web, enabling advertisers to reach a large and expanding consumer base. In June, Zillow reported a record 83 million unique users across mobile and Web ii . For the same month, Trulia reported a record 54 million monthly unique users across its sites and mobile apps iii . The two brands have limited consumer overlap – approximately half of Trulia.com’s monthly visitors do not visit Zillow.com, and approximately two-thirds of Zillow.com’s monthly visitors across all devices do not use Trulia.com iv . Maintaining the two distinct consumer brands

will allow the combined company to continue to offer differentiated products and user experiences, attract more users and maximize the distribution of free content across multiple platforms, apps and channels.

A summary of expected benefits of the deal, include:

• Faster Innovation. By combining resources, the companies expect to accelerate innovation on mobile and Web to provide more valuable tools and services to consumers and professionals.

• Greater Access to Free Real Estate Market Data. The companies expect to share real estate market data, housing trend analysis, and forecasts to make more free data available to consumers and real estate professionals to empower people to make more informed decisions.

• Broader Distribution. Home sellers and their agents, brokerages, and participating MLSs will benefit from seamless free distribution of listings across even more platforms to reach an even larger audience of consumers.

• Enhanced Value and ROI for Advertisers. The companies expect to offer shared services and marketing platforms for advertisers that enhance agent productivity and marketing and deliver greater return on their investment.

• Corporate Cost Savings. By operating independent consumer brands through one corporation, the companies expect to realize synergies to improve overall operational efficiency over the long-term. By 2016, management expects to achieve at least $100 million in annualized cost avoidances.

Transaction Details
As part of the agreement, Trulia shareholders will receive 0.444 shares of Class A Common Stock of Zillow, Inc. v for each share of Trulia, and will own approximately 33% of the combined company at closing. Current Zillow holders of Class A Common Stock and Class B Common Stock will receive one comparable share of the combined company at closing, and will represent approximately 67% of the combined company. The transaction assumes Trulia’s convertible notes will be assumed by the combined company at closing. The value of the deal represents a premium of 25% to Trulia’s closing price on July 25, 2014.

The agreement is subject to the satisfaction of customary closing conditions, including the expiration of U.S. antitrust waiting periods and shareholder approval of both companies. Zillow co-founders Rich Barton and Lloyd Frink, who control a majority of the shareholder voting power of Zillow, have agreed to vote in favor of the transaction. In addition, Trulia directors holding 7.4% of Trulia stock have entered into voting agreements with Zillow to vote in favor of the transaction.

Letter to Trulia employees from CEO, Pete Flint

The following is an e-mail sent from Trulia, Inc.’s Chief Executive Officer to Trulia’s employees:

Dear Trulians,

Today, we are embarking on a new and exciting chapter. We’ve signed an agreement to be acquired by Zillow. This was a decision the Board of Directors and I did not take lightly, and I am convinced it is the right one for our company, our employees, our customers and our shareholders. Together, we have successfully built Trulia from the ground up by staying focused on our clear vision. Our mission remains the same – to use technology to drive innovation in the real estate industry. By joining forces, Trulia and Zillow can accelerate our efforts to revolutionize the home search process for consumers, help professionals build their businesses and create additional value in adjacent markets.

This combination is expected to create an even stronger organization by bringing together the shared talent, technology and industry relationships of Trulia and Zillow. Together we can unlock more innovation and align our time, energy and resources into building the best consumer and agent experiences. The combined company will be home to two fast-growing and beloved brands in the online real estate industry.

We expect that Trulia and Zillow will continue to operate as separate and distinct brands once the transaction closes. The multi-brand strategy is common in a variety of industries from travel to household goods and more. For example, Priceline owns Kayak and Booking.com, ensuring they have products that meet a variety of tastes and preferences, while delivering more quickly on their shared mission.

Trulia shareholders will receive shares in the combined company equivalent to 0.444 shares of Zillow, for each share of Trulia. This represents a 25% premium to Trulia’s closing price on July 25, 2014. Trulia shareholders will own about 33% of the combined company. Once the transaction closes, Zillow CEO Spencer Rascoff will be CEO of the combined company. I will continue to run Trulia under the new structure, reporting to Spencer, and will join the Board of the combined company.

This news means new possibilities for our employees and greater value for our shareholders. This also means significant benefits for buyers, sellers, homeowners and real estate and rental agents, such as:

1) Faster Innovation. By combining resources, the companies expect to accelerate innovation on mobile and Web to provide more valuable tools and services to consumers and professionals.

2) Greater Access to Free Real Estate Market Data. The companies expect to share real estate market data, housing trend analysis, and forecasts to make more free data available to consumers and real estate professionals to empower people to make more informed decisions.
3) Broader Distribution. Home sellers and their agents, brokerages and participating MLSs will benefit from seamless free distribution of listings across even more platforms to reach an even larger audience of consumers.

4) Enhanced Value and ROI for Advertisers. The companies expect to offer shared services and marketing platforms for advertisers that enhance productivity and marketing and deliver greater return on their investment.
I know this announcement may come as a surprise for many of you. Trulia was doing great as a standalone company. However, we believe that combining with Zillow will allow us to do much more together than apart. And I can tell you that after working closely with Zillow’s team the past few weeks, it has become apparent to me that Zillow‘s business is highly complementary to Trulia’s, and Zillow’s vision, strategic goals and objectives are closely aligned with ours.

Many of you may have questions about what this will mean for you. Here’s what I can tell you today: First of all, Trulia’s brand and culture are not going away. Zillow admires and respects our culture. It is one of the key reasons they want to combine with us. Additionally, this deal will mark the beginning of a new chapter of growth and opportunity to innovate for our customers and our employees.

Second, we are just beginning what will be a lengthy process, as the proposed transaction will require both customary regulatory and shareholder approvals. We believe these processes could take several months, and we expect the transaction will close in 2015. During this time, despite the many possible distractions, it is absolutely critical that we maintain our focus on delivering the best products and experiences for our customers and partners.

In the months to come, we will share additional operational details, with the bulk of the details announced around the closing of the transaction. As part of this process, we will work with Zillow to form a transition team comprised of employees from both companies, who will focus on integration planning for Trulia and Zillow. I want to assure you that — as always — we intend to be as transparent as possible and will keep you informed as decisions are made and information becomes available.

Business leaders throughout Trulia are setting up meetings with their teams to talk through the transaction, so each of you will have more opportunities to discuss any questions about how this might affect you. For now, it is business as usual, and for the time being, our normal operations are not affected whatsoever by this announcement. Trulia and Zillow are and will remain completely separate companies until the transaction closes. I’ll reiterate the importance of staying focused, even in the face of the many distractions from this announcement.

I am grateful to be part of the talented team we have here, and I thank you for all of your hard work, passion and dedication. We will be holding an employee all hands at 10:00 a.m. PT (details to follow) where we will discuss this further. I look forward to working with you as we prepare for this next step in our journey.

Thanks,
Pete Flint

Full statement from Trulia

On July 28, 2014, the following entry was posted on Trulia, Inc.’s corporate blog:

TODAY MARKS A NEW AND EXCITING CHAPTER FOR TRULIA AS WE AGREE TO BE ACQUIRED BY ZILLOW

Today, we have some exciting news to share https://www.businesswire.com/news/home/20140728005503/en/Zillow-Announces-Acquisition-Trulia-3.5-Billion-Stock, as Trulia is embarking on a new and exciting chapter. We’ve signed an agreement to be acquired by Zillow, which will enable us to accelerate our efforts to revolutionize the home search process for consumers, help professionals build their businesses and create additional value in adjacent markets. I’m excited about the benefits this combination will bring to the consumers, agents, brokers, franchises and data providers we work with every day.

Over the last 10 years, we have successfully built Trulia from the ground up by staying focused on our vision – to fundamentally improve the way that home buyers, sellers, renters and home seekers find a place to live and the way that agents and brokers connect with them to power their businesses. It’s clearly been working and today’s news further validates and invigorates our mission. It is also a reminder that our journey has really just begun.

Zillow will acquire Trulia in a stock-for-stock transaction in which Trulia stockholders will receive shares in the combined company equivalent to 0.444 shares of Zillow for each share of Trulia, and will own approximately 33% of the combined company at closing, on a fully diluted basis. At closing, I will remain as CEO of Trulia reporting to Zillow CEO, Spencer Rascoff, and will join the Board of Directors of the combined company. In addition, a second member of the Trulia board of directors will join the board of the combined company.

Trulia and Zillow will maintain our individual consumer brands and operate as separate companies. The combined company will offer buyers, sellers, homeowners and renters access to vital information about homes and real estate and provide advertising and software solutions that help real estate professionals grow their businesses.

Together, we will create an even stronger organization by bringing together the shared talent, technology and deep industry relationships of Zillow and Trulia. We can align our time, energy and resources into building the best online real estate experience by accelerating innovation on mobile and desktop platforms and providing more valuable tools and services to consumers and professionals. We can also work together and in partnership with the real estate industry to ensure more free data is made available to consumers, which can empower people to make better decisions. With broader and seamless distribution, home sellers, agents, participating brokerages, franchises and MLSs will be able to reach an even larger audience of consumers. Finally, together we can offer shared services and marketing platforms for advertisers to enhance productivity and deliver great return on our customers’ investment with us.

I know this announcement may come as a surprise for some of you. Over the years, in this first chapter, as we have participated in the growth of the industry with Zillow, mutual respect grew. We believe that combining with Zillow will allow us to do much more together than apart.

It has never been a more exciting time to be in the real estate industry. Here’s to the next exciting chapter!

Lani is the Chief Operating Officer at The Real Daily and sister news outlet, The American Genius, and has been named in the Inman 100 Most Influential Real Estate Leaders several times, co-authored a book, co-founded BASHH and Austin Digital Jobs, and is a seasoned business writer and editorialist with a penchant for the irreverent.

Real Estate Corporate

Zillow’s patent game is strong – they just got 3 for IBM’s creations

(CORPORATE NEWS) This company was just granted not 1 patent but 3 on tech more than twice their age! What does it mean for you? Nothing good…

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Welp. They did it.

We’ve been watching Zillow for some time now, and in the midst of even the strongest of OP Eds saying how terrible an idea it is, Uncle Sam officially handed them multiple patent keys to tech they didn’t invent.

How big do you have to be before you can clout jack with this much impunity?

I’m used to seeing this with small artists. Forever21’s Etsy spies find a cute, simple design, maybe do the work to alter the pallate a smidgen and rely on the ‘Matilda’s Dad’ strategy of “I’m smart, you’re dumb, I’m big, you’re little, I’m right, you’re wrong, and our lawyers will argue the same, peasant’.

But with technology, you can literally trace the code back to a source. It’s not like using teeth as a motif, it’s real, it’s definite, and it’s definitely really shocking that the government signed off on this.

Zillow’s not exactly startup sized, they’ve been in business since 2004. They’re a big name. Their competition probably can’t muscle their way in and out like they can. Matter fact, a company you may have heard of fighting them on patents has only been doing their doings since…wait, since 1911. Must be a tiny outfit, that was in some other business for over a century right?

It’s IBM.

What le freaque?

We all need to be concerned about this level of government sanctioned patent jacking, no matter what field we’re in.

I’ve heard before that if you’re just starting out, and low on funds, paying for your inventory and manpower are more important than filing anything with the government. Now we’ve got fresh, bloody proof that that’s 100% not true.

Your or your company’s intellectual property can be deeded off with a factor no more elaborate than whether the patent office likes your face that day, regardless of what kind of trail you’ve left, and as far as being run into the ground or laid off goes, that’s hardly a non-factor.

This decision represents a higher financial barrier to entry for everyone from Amazon entrepreneurs to realtors daring to use tech as basic as texting in their business.

Yes, literally.

Zillow’s patents, condensed for readability, are on:

Taking panoramic images for 3D walkthroughs

Multi-criteria search engines

And superimposing images scaled for size onto an area of land

Do all of those sound familiar? They should. We’ve been using that tech for years. And Zillow’s no Microsoft.

As always, we’ll have to see how this plays out. But if your New Year’s resolution was to take more bold steps in your business, maybe see if you can patent the idea of putting your picture in your email signature?

Apparently it couldn’t hurt.

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Real Estate Corporate

Conductor buys their company back from WeWork (that’s a good thing)

(CORPORATE NEWS) In an effort to refocus, co-working giant, WeWork, is looking to offload many of its recently purchased assets which may work in the small companies favor.

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Once upon a time, WeWork, the popular, ever growing, co-working space giant, was valued at $47 Billion. But on August 14th, 2019, everything changed.

In August, WeWork submitted its first IPO paperwork for the company, not realizing it would almost immediately face incredible scrutiny from various entities, such as investors and the press, in regards to its finances. Although the company’s revenue doubled in 2018, Business Insider found that the company wasn’t actually earning any profit. In fact, reporter Rebecca Aydin reported on July 3rd that the company was losing $216, 000 every hour of every day.

But that’s not all. Since WeWork went public, the company has witnessed an incredible devaluation, from $47 billion, all the way down to $8 billion. Now, since we’re talking about billions of dollars here, the devaluation may not seem like a big deal for the future of the company, but I can assure you it is.

This devaluation resulted in Softbank, WeWorks’ biggest investor, taking over, and offering $1.6 billion to then CEO, Adam Neumann, in exchange for stepping down.

Throughout their growth, WeWork acquired more than 20 businesses, such as Spacious, a small co-working space in Manhattan, New York. Spacious’ CEO prior to the acquisition was Preston Pesek, who launched the firm in 2016. Pesek had a background in real estate and founded the business to leverage and monetize abandoned buildings and restaurants.

Customers had easy access to these spaces for a nominal fee, but because of WeWork’s recent decisions with finances, it made the decision to offload quite a few of its previously acquired businesses, including Spacious. They’re also looking to liquidate Managed By Q, which was purchased by WeWork from founder, Dan Teran in April.

In light of this news, Pesek anounced that Spacious will close its doors at the end of the year, alluding to WeWork’s refocus on its core workspace business. But while Spacious is set to close, Teran has decided to fight to re-acquire his company. In a article on The Real Deal, writer Rich Bockmann states that Teran said he’s actively looking to buy back his company.

Conductor, another company WeWork purchased more than 2 years ago, has already been successful in purchasing its company back, and it looks like it may be a better setup for its employees than previously. Co-Founder, Seth Besmertnik, stated in an interview that, prior to the sale of Conductor, he actually only owned 10% of the company. But with the re-acquisition of the company, Besmertnik and his partners, investors, and employees will be in full control. He says that under the company’s restructuring, employees will have “more than four times what they did when we sold the company”, which is clearly a better deal than what they had before.

But WeWork isn’t just liquidating co-working assets they’ve acquired. They’ve also laid off 2,400 employees in an effort to cut costs. Additionally, they’re also considering selling and/or shutting down other ventures, such as Meetup.com, a web platform that makes meeting up with like-minded individuals as easy as possible (purchased in 2017 for $156 Million). WeGrow, an elementary school in Manhattan, is also on the chopping block.

At the end of the day, WeWork just wasn’t as strong as users, investors, business partners, and the general public thought they would be. At a current valuation of only $8 billion (again, down from $47 billion), and with a $9.5 billion bailout from Softbank, the company will have to get really smart with their remaining finances. It’s obvious that the company is still in a state of flux, reevaluating their options and their main focus, but the question remains – can they still be saved? Maybe even more importantly, are they worth being saved? Only time will tell.

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Real Estate Corporate

Redfin launches their Job Opportunity tool – gimmicky yet brilliant move

(REAL ESTATE) Redfin has launched a new tool that at first glance is a PR stunt, but at second glance is useful and pretty damn smart.

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According to the National Association of Realtors, 90% of people searching for new homes will turn to the internet in their hunt. It’s why real estate sites like Zillow, Trulia and Redfin exist. With competition growing tighter every year, Redfin has created a new feature to stand out from the rest of the pack: a job opportunity tool.

No, this isn’t specifically for job hunting. You’re going to have to look for specific employment opportunities elsewhere.

Instead, Redfin has collected information from sources like the Bureau of Labor Statistics, the US Census Bureau, and even the IRS in order to provide an informed look into the job climate for those looking to relocate.

Not only can users get an idea of how many jobs are available in an area, they can take a look at median salaries, and how these salaries add up against the cost of living.

Redfin’s tool calculates average housing, transportation, and tax prices, among other things, which can give people an idea of how far their salary will really go in a new home.

Plus, they’ve also created a tab for employers to research data regarding hiring prospects, expanding usage of the tool to those considering starting, expanding or moving a business.

On its own, the job opportunity tool is pretty neat. There are plenty of colorful visuals to make the information engaging and easy to digest. The tool also boasts a decent amount of variety, providing insight about jobs from bakers, floor sanders, midwives, and anything in between. It’s sure to provide interesting insights to anyone looking to relocate.

Primarily, it’s a smart business move on Redfin’s part.

The tool sets them apart from other real estate sites, giving them a traffic and brand boost with the markets they were already targeting. Many people looking to buy homes are, after all, making significant relocations. It also diversifies what Redfin offers, though, which might help them garner attention from other industries and break out of real estate in a creative way.

Above all, it’s a smart PR move for Redfin, to creatively present their data to news outlets and have their name in as many media mouths as possible.

Online real estate is still a budding industry despite being two decades old, and this is just one of many ways the industry is evolving. Still, kudos to Redfin for making something that is both an interesting gimmick and a useful tool for job and home hunters alike.

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