Zillow Group is rejiggering its corporate stock, part of an effort to help the Seattle company stay innovative even as it grows.
The real estate company said today that all Class A and Class B shareholders as of Aug. 14 will receive a dividend of two shares of Class C capital stock for each share of Class A and Class B common stock held.
“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, in a release. “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.”
Shares of Zillow, which are down 22 percent this year, fell further in after hours trading. The company is now trading at $81 per share, with a market value of $4.85 billion.
Rascoff addressed the benefits of a dual-class stock structure in a post on LinkedIn earlier this month. He wrote:
Zillow’s stock structure is part of the reason we’ve attracted these smart, long-term-oriented investors who are a benefit, and not a detriment, to our business. From the beginning, investing in Zillow came with the knowledge that our co-founders, Rich Barton and Lloyd Frink, would have substantial control of the company. Most shareholders of Zillow Group own Class A stocks, which each carry one vote. But Rich and Lloyd have Class B shares, which each carry 10 votes.
That means Rich, Lloyd, myself and the other founding members of Zillow continue to hold the reins of Zillow Group, and make the calls that allow us to focus on ways to grow our company for the long term. It means we get to invest resources into products that might be losing money now, but that we believe will be huge contributors to our success in the future.
Here’s the full press release that went out today:
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 DividendThe 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.
