UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 31, 2012
ZILLOW, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35237 | 20-2000033 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 1301 Second Avenue, Floor 31, Seattle, Washington |
98101 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(206) 470-7000
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 31, 2012, Zillow, Inc., a Washington corporation (“Zillow”), through its wholly owned subsidiary, Renegade Acquisition, Inc., a Delaware corporation (“Merger Sub”), consummated its acquisition of RentJuice Corporation, a Delaware corporation (“RentJuice”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Zillow, RentJuice, Merger Sub and Shareholder Representative Services LLC, acting as the stockholder representative, dated May 2, 2012. Under the terms and subject to the conditions of the Merger Agreement, Merger Sub merged with and into RentJuice with RentJuice remaining as the surviving company and a wholly owned subsidiary of Zillow (the “Merger”).
The total Merger consideration payable to RentJuice equity holders is approximately $40 million in cash, less certain transaction expenses and other costs. All vested options to purchase shares of RentJuice’s common stock were cancelled and, in settlement of such cancellation, the holders of such options will receive cash payments representing a portion of the Merger consideration as described in the Merger Agreement. A portion of the Merger consideration has been attributed to the substitution of unvested stock options of RentJuice outstanding as of the closing for stock options to purchase shares of Zillow’s Class A common stock at an exchange ratio implied by the Merger consideration as described in the Merger Agreement. In connection with the closing, approximately $4 million of the purchase price otherwise payable to RentJuice stockholders and holders of vested stock options will be deposited in a third-party escrow account to secure certain indemnification obligations of those equity holders.
Pursuant to the terms of the Merger Agreement, Zillow will establish a retention bonus plan pursuant to which restricted stock units for 280,978 shares of Zillow’s Class A common stock will be granted to employees of RentJuice who accepted employment with Zillow in proportion to each employee’s total equity holdings in RentJuice prior to the closing of the Merger. Twenty-five percent of each restricted stock unit award will vest on the one-year anniversary of the closing of the Merger and the remainder will vest in substantially equal installments each three-month period thereafter for the next three years, subject to the recipient’s continued full-time employment or service to Zillow.
The foregoing description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Zillow with the Securities and Exchange Commission on May 2, 2012 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release issued by Zillow on June 1, 2012 regarding the closing of the Merger is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. The information in this Item 7.01 of Current Report on Form 8-K, as well as Exhibit 99.1, shall not be treated as “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Financial statements of RentJuice for the periods specified in Rule 3-05(b) of Regulation S-X are not included in this report, and will be filed with the Securities and Exchange Commission not later than August 14, 2012.
(b) Pro Forma Financial Information.
Pro forma financial information required pursuant to Article 11 of Regulation S-X is not included in this report, and will be filed with the Securities and Exchange Commission not later than August 14, 2012.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated May 2, 2012, by and among Zillow, Inc., RentJuice Corporation, Renegade Acquisition, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Zillow, Inc. Current Report on Form 8-K filed May 2, 2012 (Commission File Number 001-35237)). | |
| 99.1 | Press release dated June 1, 2012 entitled “Zillow Completes Acquisition of RentJuice” issued by Zillow, Inc. on June 1, 2012. | |
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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.
| Dated: June 1, 2012 | ZILLOW, INC. | |||
| By: | /s/ SPENCER M. RASCOFF | |||
| Name: | Spencer M. Rascoff | |||
| Title: | Chief Executive Officer | |||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated May 2, 2012, by and among Zillow, Inc., RentJuice Corporation, Renegade Acquisition, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Zillow, Inc. Current Report on Form 8-K filed May 2, 2012 (Commission File Number 001-35237)). | |
| 99.1 | Press release dated June 1, 2012 entitled “Zillow Completes Acquisition of RentJuice” issued by Zillow, Inc. on June 1, 2012. | |
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Exhibit 99.1
Media Contact:
Jill Simmons, Zillow
206-757-2701 or press@zillow.com
Zillow Completes Acquisition of RentJuice
Adds Professional Products and Services for Landlords, Property Managers and Rental Brokers
SEATTLE and SAN FRANCISCO – June 1, 2012 — Zillow, Inc. (NASDAQ: Z), the leading real estate information marketplace, today announced it has completed the acquisition of San Francisco-based RentJuice Corporation for approximately $40 million in cash. The planned acquisition was announced last month.
RentJuice® provides rental relationship management software for landlords, property managers and rental brokers to help them market their inventory to renters and manage client relationships. RentJuice currently serves more than one million rental units and its rental listings are syndicated to numerous websites, including Zillow®.
“We see a huge market opportunity in rentals. More than seventy percent of movers each year are renters and rental units turn over six times as frequently as homes for sale, yet the professional market is highly fragmented,” said Spencer Rascoff, Zillow CEO. “RentJuice’s marketing and productivity tools are an incredible resource for rental professionals and this acquisition is a valuable accelerant in building Zillow’s own rental marketplace. We are incredibly excited to officially welcome the entire RentJuice team to Zillow.”
RentJuice, which launched in 2009, will continue to operate from its San Francisco office. The company’s founder and CEO David Vivero has been named vice president of rentals at Zillow, reporting directly to Rascoff.
“Zillow is the unrivaled category leader and we’re excited to become part of the team that’s recognized as pioneering technology and innovation across the entire real estate industry,” said Vivero.
Rentals is Zillow’s newest home-related marketplace that represents a sizable and growing market in the United States with more than 93 million renters in 43.4 million rental units, according to the latest Census. Currently, more than six million renters already visit Zillow each month via mobile and the Web.
RentJuice is the third acquisition by Zillow. In spring 2011, the company acquired Postlets, a leading online real estate listing creation and distribution platform, and, in fall 2011, Zillow acquired Diverse Solutions, which helps real estate agents market their businesses and improve their personal websites. Each of these companies provides valuable services that support Zillow’s strategic expansion beyond a traditional media model to offer a suite of marketing and business services to local professionals.
About Zillow, Inc.
Zillow (NASDAQ: Z) is the leading real estate information marketplace, providing vital information about homes, real estate listings and mortgages through its mobile applications and websites, enabling homeowners, buyers, sellers and renters to connect with real estate, mortgage and rental professionals best suited to meet their needs. More than 32 million unique users visited Zillow’s websites and mobile applications in April 2012. Zillow, Inc. operates Zillow.com®, Zillow Mortgage Marketplace, Zillow Mobile, Postlets®, Diverse Solutions™ and RentJuice®. The company is headquartered in Seattle.
The Zillow logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=10012 Zillow.com, Zillow, Postlets and RentJuice are registered trademarks of Zillow, Inc. Diverse Solutions is a trademark of Zillow, Inc.
(ZFIN)