SEATTLE, July 21, 2015 /PRNewswire/ -- Zillow® Group
(NASDAQ: Z), which houses a portfolio of the largest and most
vibrant real estate and home-related brands on mobile and Web,
today announced its Board of Directors has unanimously approved a
stock dividend of non-voting Class C capital stock.
On August 14, 2015, all
shareholders of record of Zillow Group's Class A and Class B common
stock as of 5:00 p.m. E.D.T. on
July 31, 2015, the record date of the
dividend, will receive a dividend of two shares of Class C capital
stock for each share of Class A and Class B common stock held by
them as of the record date.
The issuance of Class C capital stock is an extension of Zillow
Group's dual-class structure, whereby Zillow Group's co-founders
Rich Barton and Lloyd Frink hold Class B shares. The Class C
dividend enables the company to continue its focus on long-term
growth and innovation, while maintaining the flexibility to issue
additional stock for strategic business decisions and to retain and
attract the best employees.
"Our Board approved this stock split to ensure we can continue
to make the best decisions for the company's long-term growth,"
said Spencer Rascoff, CEO of Zillow
Group. "Our Board, management, and the shareholders who have chosen
to invest in Zillow, view the company in terms of decades, not
quarters or years. And we are in the very early days of a massive
opportunity in front of us."
Application to the Nasdaq Stock Market has been made to list the
Class C capital stock. Following the issuance date of the
dividend, Zillow Group expects the Class C capital stock will trade
under the ticker symbol "Z" and the Class A common stock will trade
under the ticker symbol "ZG".
Additional Details on Stock Dividend
The shareholders of Zillow, Inc. and the stockholders of Trulia,
Inc., on December 18, 2014, approved
the authorization of the Class C capital stock in Zillow Group's
amended and restated articles of incorporation. The Class C
capital stock is a non-voting class of capital stock that shares
equally with the Class A common stock and Class B common stock with
respect to all economic benefits.
The board of directors approved the dividend in order to create
a liquid trading market in the Class C capital stock.
Issuance of the Class C capital stock dividend is intended to
provide Zillow Group with the flexibility to use the Class C
capital stock for a variety of purposes, including to contribute to
equity incentive plans used to attract new talent and retain and
motivate employees, raise equity capital and make strategic
acquisitions, without diluting the relative voting interests of
holders of Zillow Group's Class A common stock and Class B common
stock. Additional details regarding the Class C capital stock
were outlined in the joint proxy statement/prospectus included in
Zillow Group's registration statement on Form S-4, as amended,
filed with the Securities and Exchange Commission in connection
with Zillow's acquisition of Trulia and declared effective by the
SEC on November 17, 2014.
In connection with declaring the dividend, the board of
directors, on the recommendation of the special committee, required
that the company's founders, Richard
Barton, the Executive Chairman of Zillow Group and
Lloyd Frink, the Vice Chairman of
Zillow Group, enter into transfer restriction agreements and
non-competition agreement amendments. Beginning on the date
on which they no longer serve on the Zillow Group board of
directors, the agreements will require Mr. Barton, Mr. Frink and
their affiliates to transfer at least one share of Class B common
stock for each two shares of Class C capital stock
transferred. The agreements also extend the duration of
Messrs. Barton's and Frink's existing non-competition obligations
from one to three years following termination of service with
Zillow Group or any of its subsidiaries. The special
committee engaged Guggenheim Securities, as its financial advisor
to assist in the evaluation of a dividend of Class C capital stock
from a financial and capital markets perspective.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve
risks and uncertainties, including, without limitation, statements
regarding our planned dividend of shares of Class C capital
stock. Statements containing words such as "may," "believe,"
"anticipate," "expect," "intend," "plan," "project," "will," or
similar expressions constitute forward-looking statements.
Differences in actual events from those described in these
forward-looking statements may result from actions taken by Zillow
Group as well as from risks and uncertainties beyond Zillow Group's
control. Factors that may contribute to such differences include,
among others, the timing of the dividend. For more information
about potential factors that could affect the planned dividend of
shares of Class C capital stock, please review the "Risk Factors"
described in Zillow Group, Inc.'s Quarterly Report on Form 10-Q for
the quarterly period ended March 31,
2015 filed with the Securities and Exchange Commission, or
SEC, and in Zillow Group's other filings with the SEC. Except as
may be required by law, Zillow Group does not intend, and
undertakes no duty, to update this information to reflect future
events or circumstances.
About Zillow Group
Zillow Group (Nasdaq:Z) houses a portfolio of the largest real
estate and home-related brands on mobile and Web. The company's
brands focus on all stages of the home lifecycle: renting, buying,
selling, financing and home improvement. Zillow Group is committed
to empowering consumers with unparalleled data, inspiration and
knowledge around homes, and connecting them with the right local
professionals to help. The Zillow Group portfolio of consumer
brands includes real estate and rental marketplaces Zillow®,
Trulia®, StreetEasy® and HotPads®. In addition, Zillow Group works
with tens of thousands of real estate agents, lenders and rental
professionals, helping maximize business opportunities and connect
to millions of consumers. The company operates a number of business
brands for real estate, rental and mortgage professionals,
including Postlets®, Mortech®, Diverse Solutions®, Market Leader®
and Retsly™. The company is headquartered in Seattle.
Please visit http://investors.zillowgroup.com,
www.zillowgroup.com/ir-blog, and www.twitter.com/zillowgroup, where
Zillow Group discloses information about the company, its financial
information, and its business which may be deemed material.
The Zillow Group logo is available at
http://zillowgroup.mediaroom.com/logos-photos.
Zillow, Postlets, Mortech, Diverse Solutions, StreetEasy, and
HotPads are registered trademarks of Zillow, Inc. Retsly is a
trademark of Zillow, Inc. Trulia is a registered trademark of
Trulia, Inc. Market Leader is a registered trademark of Market
Leader, Inc.
(ZFIN)
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SOURCE Zillow Group