Acquired - Zillow + Trulia (with Zillow Group CFO Kathleen Philips)

0:00Hey acquired listeners, we hope you enjoyed this episode with CFO of Zillow Group, Kathleen Phillips. Just a quick heads up that the audio quality is a little bit rough this time around and we recommend listening on speakers rather than headphones if you're able. We'll get back to our normal standards in next episode. Thanks for bearing with us.

0:30Welcome to episode 22 of Acquired, the podcast about technology acquisitions. I'm Ben Gilbert. I'm David Rosenthal. And we are your hosts. We're on a serious role here at Acquired and we have an awesome, awesome guest for you today. We'll be talking about Zillow's 2015 acquisition of Trulia and their M&A strategy overall. Kathleen Phillips is our guest. She is the CFO of Zillow Group and was formerly Zillow's COO and General Counsel.

1:01She has run corporate development for her entire six-year history at the company. She's also previously been a VP and General Counsel for StubHub and Hotwire. Welcome, and thanks so much for coming on, Kathleen. Well, thank you guys very much for having me. I'm super excited about having this conversation with you today. So are we. So are we. Thank you. All right, listeners. Now is a great time to talk about a new partner of ours here on Acquired, LaGoura.

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3:22Plenty of things demo well, but the question is whether a busy associate actually reaches for it during crunch time, or whether a partner trusts it before going into a conversation with a major client. If your legal team wants to check it out, whether you're a law firm or you're in house at a company, you can learn more at logora.com slash acquired and just tell them that Ben and David sent you. All right. Well, uh, I think it's time to dive in. Yeah, normally Kathleen David leads us through the acquisition history and facts. I figured the best way to cover it in this episode would be kind of David you lead and kind of have a discussion with Kathleen on. Yeah, I'm sure lots of lots and lots of good stuff will come up.

4:08as we joke on the show, and we were joking with Kathleen before we started recording. We love two things. We love public company acquisitions, two things on the show. Public company acquisitions where everything about the negotiations comes out in the SEC filings and lawsuits where the same thing happens. So, fortunately, we just have the former. Yes, fortunately, just the former in this case. I'm sure for Kathleen Sanity.

4:32So maybe I will do a very quick history and facts on the founding of both Zillow and Trulia and then we'll jump into the acquisition process with Kathleen. So Zillow was founded in 2005 by Rich Barton and Lloyd Frank who previously had worked together at Microsoft here in Seattle.

4:55and then had founded Expedia in 1996, which probably most of our listeners are familiar with. And that was, a lot of people don't know these days, was founded within Microsoft. It was part, it was a division within Microsoft that they started, and then they spun it out from Microsoft and it became a separate public company in 2001. And then in 2005, they left and they started Zillow, and Zillow is focused as Trulia on the US housing market and buying and selling of houses in real estate. Zillow's big innovation that was the big brand that they launched with in 2006 was this concept of the Zestimate. It was a data-driven estimate for every home in their database about what that home would be worth on the market. I believe the first time that US homeowners had any

5:53idea of what any indication of what the value of their house might be without actually putting it on the market. And it was based on a whole bunch of factors, but especially access to comps of houses that were selling in the market around the house. So this was a big deal, generated a lot of press.

6:14Zillow over its private company lifespan raised about $80 million in venture capital from benchmark TCV and others ends up going public in July of 2011. And we will press pause and pick up the story in a minute. Meanwhile, Trulia was unlike Zillow, which was based up here in Seattle. Trulia was founded a year earlier in 2004 in the Bay Area by Pete Flint and Sammy Inkinson.

6:42who were actually students at a place close to my heart, the Stanford Graduate School of Business. They were MBA students, and they founded the company in between their first and second years. When they were, according to legend, and I know how difficult this was, having lived through it, trying to find housing for their second year at Stanford Business School in Palo Alto and having...

7:07a very difficult time and thought there's got to be a better way. So they work on it during their second year. They end up raising over the years significantly less in venture capital, $33 million from Excel and Sequoia and others and then truly it goes public in September of 2012 and that's where we pick up the story actually a little bit before then when according to the SEC filings of the ultimate acquisition. It was actually before Trulia went public, but after Zillow had just gone public, that Zillow approached Trulia the first time about potentially acquiring the company in late 2011. So I want to pause and say, Kathleen number one, did we get any of that? Is that all right? And then number two, had you been at Zillow yet at this point?

8:02Yes, I joined silo in July of 2010 almost exactly a year before we completed our IPO so 2010 through July 2011 for me was completely focused on getting that deal done And then the rest of it you got absolutely right so you just gone public and in 2011 and then it must have been very shortly thereafter that your approach truly at this first time. What was, were you guys kind of waiting to get public and then sort of approach truly from that position of strength there? What was the thought process behind that? Yeah, so it was more a factor of us having liquid public currency.

8:52following the IPO. And that was actually one of the primary reasons that we concluded the IPO. And you can see that if you look at our timeline of acquisitions, we had done one small acquisition prior to July 2011. But then as we had stock available that was liquid and publicly traded, that was really our goal was to give us the flexibility to pursue more acquisitions. And truly it was a natural choice to start with first.

9:21Yes, we know being on the VC side and working with many private companies, some of which at various times are either approached by or thinking about approaching other private companies to talk about merging and it is so difficult to agree on value when both companies, nobody has any idea what other companies stock is worth. That's absolutely true and it's also...

9:48a complex endeavor to think about an acquisition of the scale that it would have been between Zillow and Trulia, followed by an IPO and having to construct that story is far more complicated than knowing our own business as we did and being able to tell a great story to the street. And not to mention having when public companies acquire one another, all their financial data is available to the public whereas when you're private. Absolutely.

10:16In this round of talks, in 2011, Trulia does end up hiring an investment bank as an advisor of the higher catalyst. but talks break down in early 2012. And then in August 2012, so a few months later, Trulia is preparing their own IPO and Kathleen and Zillow approach again and try a second time. Did you guys know that Trulia was on the path to going public at that point?

10:48Oh, definitely. I mean, it was such a natural thing for them to be doing. We had forged the path ahead for them. They had a very similar story. We knew that that was something they aspired to do. So we expected that that would happen. Did you ever consider waiting the IPO for them to IPO first and give investors confidence in this sort of business? You know, we never really thought about it.

11:16with respect to them. And we were always a much larger player. So, you know, we were charting our own course. So we didn't really think about our timing relative to theirs. Got it. Yep. So, talks break down again for the second time. And in September of 2012, Julie completes their IPO and continues executing as a public company for a while, as is Zillow at this point.

11:44I believe during the first couple of years, I didn't look up the exact number, but I'm remembering. I remember it super well when Zilla went public. It was one of the first Seattle tech companies to go public in a long time. The Zilla's market cap, I believe, was what, right around $600,000,000 at IPO.

12:07Yeah, I think that's about right. It's been a while the thing that I remember very well is that our revenue I think was something around 40 million, which the reason I know that is because when we look at our group of emerging businesses now, they're larger than we were when we went public. So we've made a lot of progress in the last five years, it's pretty terrific. Yeah, I mean the growth was just...

12:32incredible in still is, but in those early years as a public company. And by this point, you know, after truly as IPO in a couple of years later, again, I don't have the information in front of me, but you were, you know, your market cap was multiples higher of what it had been at the IPO, I believe, right? Yes. Yes. And So a couple years ago by finally spring of 2014. So not quite two years after Trulia's IPO and the last time Zillow and Trulia had danced the acquisition dance. Zillow is still thinking about this and it's a natural fit that these two companies will come together. And so you guys take an interesting step and you...

13:19go out and you talk to public shareholders of both Zillow and Trulia under NDA with major shareholders to talk about potential, according to the SEC filings, quote, potential strategic opportunities, including the acquisition of Trulia. How did you guys think about taking that step? So there's an important clarification here, which is they were the same shareholders.

13:45So our major shareholders also held a stake in Trulia. So this was not a matter of us approaching Trulia shareholders who we did not have in common. So it makes a little bit more sense when you think about it from that perspective. And part of the investment of our investors all along who were invested in both was that ultimately there would be a transaction. They had no ability to predict when or to direct that.

14:14But it was such a natural industrial logic that was part of what they were betting on. That makes sense. And at this point in time, and I'm sure it's still a thesis of a lot of public companies, public markets investors that hold Zilla Group Stock is real estate is this enormous, enormous market, and it's coming online for the first time. And the market share of online players in real estate is still...

14:43tiny compared to the whole market and we just want to invest in in that way that's coming. That's absolutely right. And, you know, one of the stats that bears that out is that we think that notwithstanding our category leadership, you know, we have about two thirds of the traffic on the web overall and three quarters on mobile on Zillow brand properties. And yet, we only touch about 4% of real estate transactions in the US. So there's a massive greenfield still there for us to take advantage of. And we're, you know, we see this It's huge opportunity ahead of us still. Yeah, it's incredible. It still boggles my mind, you know, having followed this market, you know, closely for several years. How little of the real estate market is, as you said, being touched by any online player, whether it's whether it's you guys at Redfin or other folks, it's, you know, having, having...

15:43Shopped for houses myself online. I can't imagine doing it in the old way through, you know, newspapers or just working with, you know, offline agents. Yeah. I mean, it is remarkable. And obviously it's a...

15:57key reason why we continue to invest in the business because we think it's really the long-term opportunity, you know, many years down the road when this is going to be a mature market. So it's pretty exciting, and it honestly, it keeps us disciplined. You know, we get asked all the time, how come we haven't expanded internationally, for example. And, you know, the reason is because the opportunity right in front of us is so huge.

16:21that we try to stay focused on that. So it's a pretty exciting time and with the Trulia acquisition, we dramatically accelerated the expansion of our scale. And I would bet this is one of those things where there are a lot of different sectors right now that have a large generation gap as with any adoption of new technology. But real estate in particular, it seems like I'm 27 myself and my whole peer group.

16:50Kind of live on Zillow for entertainment value I mean, it's amazing how and you're not a homeowner right right I rent and it's amazing how often Zillow links get sent around just wait till you own a home and then you want to track its value Right right what we hope so I mean that's I would imagine you have massively it's significantly more than than 4% of Millennials buying homes right it has to be many multiples of that but significantly less than older generations and do you guys like Do you guys track that and look at that and try to specifically target younger folks buying homes for the first time or anything like that? Well, I think it sort of happens naturally, right? Because of the, you know, the millennials are used to doing everything online. So yes, we keep them in mind when we're designing our products. The cool thing about that is, you know, we've just recently

17:44taking a look at buyer activity in the market. And for the first time, about 50% of home transactions are actually involving millennials. So they're starting to buy, which wasn't happening a handful of years ago. So it's great because it's a great opportunity for our product because it really resonates with them. So it's an exciting time as that market starts to develop. And as you know, as you know, as you know, sort of the generational focus of the real estate market shifts.

18:14Yeah, it's, I mean, we see it every day in our peer group and I'm 31 and, you know, it's kind of like that, you know, when you get to the end of your 20s, early 30s, it's amazing how much your conversations start shifting to like...

18:27What's the real estate market like and like, oh yeah, I've been home shopping and I've put in like three offers and it's like a switch flips. Right, right. And I think that's much more true in Seattle. You know, in San Francisco, unfortunately, it's still pretty challenging for young people. But I think in Seattle, you know, folks in their early thirties are really thinking about settling down and suddenly, you know, it's not uncool to be a homeowner anymore. Yeah.

18:53And with the markets such as it is and how competitive, like I can't imagine not having these online tools to to help navigate it. Yeah, for sure. All right, listeners. Now is a great time to tell you about a longtime friend of the show, Vanta. AI has scrambled the whole security picture. It used to be that you proved that you were secure once a year on audit or a static PDF, then everyone would nod and you're done. But in an AI first world, that doesn't hold up anymore.

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20:53So you'd spoken to shareholders and obviously they were holding, you know, if they were already holding both stocks, they were their thesis. So I would imagine quite supportive of a combination. In early June, you guys end up hiring Goldman Sachs as an advisor before you approach.

21:12truly again. And then this is where the day by day, and we'll link to this in the show notes, the day by day negotiations in the filing are just start to play out and it's so much fun to read. So apparently on June 3rd, Rich Barton contacts Pete Flint, the Riches is...

21:34At that point was Rich still the CEO of Zillow or did he move? No, Spencer became CEO prior to our IPO and Rich was chairman throughout that time and still is. So he's chairman and he contacts Pete Flint who's CEO and co-founder of Trulia and attempts to schedule a dinner on June 3rd.

21:56quote, Mr. Flint indicated that his near-term schedule would not accommodate a dinner. Little did he know what was coming. It happens to me all the time, so I totally understand. Right. Well, I would say, you know, not to put any words in Pete's mouth, but I think he knew very well what was coming. But keep in mind the backdrop of this, which is, you know, we were pretty fierce competitors for a long time. We each admired what the other was doing.

22:23But we were playing in the same sandbox. We had been around and around about valuation a couple of times. And I think both companies went through a long period of believing we should just go in our own. And, you know, shifting course from that is challenging when you're looking at a company that you've grown from the ground up. Yeah, not to mention the, you know, the psychology here. I mean, it's a little bit of a prisoner's dilemma, right? Like you, you know, both sides probably I can only imagine the amount of posturing like you want to show strength because even though, you know, both sides might feel and obviously did in the end feel that a combination was, you know, the best outcome for both, you know, I'm sure you were very focused on how you were going to do in that negotiation. Absolutely. Absolutely. We owe nothing less to our shareholders, right? Absolutely. So both parties are interested in getting the best terms possible. As did the, you know.

23:19and the Trulia board for their shareholders. So on June 5th, two days later, Rich contacts Pete again. And this time is more overt and says the Zillow board fully supports a merger proposal and mentions that you've spoken to these shareholders that you have in common and they're supportive of the merger as well. And then a couple days later, Rich, does send the letter to Pete and to Greg Waldorf, who is Trulia's lead director.

23:47had in the previous negotiations, had things gotten to that point before? Was there, had you guys put a deal on the table, so to speak, or was this a new tactic you were taking? We had not directly put anything before the Trillia board. We had had, I recall, one meeting with more representatives of management on both sides.

24:15and I expect and I'm sure that Pete and team would have conveyed the substance of our discussions to the board, but we had never directly approached the board. I mean, this was a way of kind of turning up the urgency of the offer a little bit. And indeed, I mean, the process must have been a whirlwind. It was less than six weeks later, I think the merger ends up getting announced. So from kind of, you know, even though you'd had these stalled talks in the past from over the...

24:43a couple of years, but to go from zero to fully negotiating and announcing a merger, that's a tight timeline. Yes, and I actually was going to bring that up as I was looking over this. I was getting tired just reading it because I remember this time so well, but the really critical time period that you're looking at is from July 1st, when we start diligence to July 28th, when we announced the merger, we did full diligence and negotiation of the acquisition agreement.

25:13So 27 days is pretty quick. We have a terrific internal finance and legal team and they were working around the clock, we all were. But it's part of how we do deals at Zilla. We try to move them through really quickly so that we can get back to our day jobs. I can't think of an acquisition that we've done that we took more than about 20 days. This one took a little bit longer because it was a little more complex.

25:41But we try to get them kicked off and done to avoid distraction, to avoid risk of us losing the deal. And like I said, to get back to business as usual. Yeah. As we were talking about before the show, I mean, one of the things that I really admire about getting to know some of the folks at Zillow over the last couple of years, it was important for our audience to know.

26:04Kathleen, it's not like your only job was to be, you know, head of court dev, right? You had quite a lot of other operational responsibilities at the company at the same time, right? That is absolutely true. At the time, I was still chief operating officer of Zillow. So in addition to having legal under my umbrella and corporate development, I had the whole people organization.

26:27And people are most valuable assets, so I couldn't just ignore them while we were busy on this deal. And that didn't end with the signing of the acquisition agreement. We'll get to the FTC review and all of that later. But for me, it was about eight months that I was pretty fully consumed on this. Well, she was great fun. Don't get me wrong. So what's pretty interesting here to me is, especially, not having lived through this with public company merger side, but on the private company side, you guys converged on a number pretty quickly. I mean, there's a range there from 30 of your first offer to Pete coming back after a few rounds with 37, but that's not a lot of difference compared to, I'm used to, well, we think 10%, and we think 60%, how did you guys think of structured things like, I'm sure this helped it move along.

27:22much faster. Were there specific things that you did that got that range tight very quickly? I wish I could say we're some financial geniuses and we had some model that dictated this, but it really was as simple as we had side by side nearly 10 years of operating history and we were always two-thirds and they were one-thirds. It was a pretty natural way to think about the valuation.

27:52And interestingly, even now, you know, a year post-closing in terms of lead volume, it still is about 2-3 to 1-3. So, you know, we really were quibbling at the margin there because with all the public company data out there, it was very obvious to us what the correct proportion was given how similar the businesses were. Which is interesting because two days later, on July 5th, Rich and Pete talking again, and On that conversation, they basically agree, yep, 33% is what makes sense here. And then they move on to start discussing some of the non-price related terms, which I want to get into, which I'm sure were fascinating. And at least according to the filings, that's when they first start discussing retention packages for the truly a management team and employees. Especially for you given that you were in charge of people at the time too.

28:48How did you guys start to think about that? I mean, it ends up, the final package, I believe, we'll get to it at the end, but I believe ends up being $33 million in equity retention for truly a management. How did you even get to set a framework for thinking about that? Yeah, I mean, it was super complicated, I will say, as you might guess. And it really involved an exercise of kind of putting ourselves in the shoes of the truly a management and thinking about who did we need to keep for various time periods and we were cognizant of preserving their culture and preserving their team and keeping folks interested and you know we never lost sight of the psychology of this deal which is you know

29:41being acquired by your primary competitor who you have competed with ferociously for 10 years. So we felt like we needed to keep folks energized and make everybody feel like this was a winning deal. And this is a good spot, I think, too, to jump off into one of the really interesting things about this deal. The plan was never at least at the beginning, not immediately, to combine the two products. I mean, there's still very much separate brands, separate products, separate sites with separate customer bases. So of course, you needed truly a management to stay involved and motivated, and they were obviously very good at running Trulia. How did you guys at Zillow sort of evaluate from that spectrum of completely independent Trulia within the Zillow group umbrella to...

30:33merging truly directly with zillow.com. What was that evaluation process like? Well, we always knew that we wanted to keep both brands. You know, it's easy when you're looking at zillow in a vacuum to kind of forget about what a strong business and strong brand truly was on its own.

30:54So there was a lot of brand equity there, very strong team doing different things than we were doing, even though our ultimate consumer missions were very well aligned. And we knew that there were consumers out in the marketplace who strongly preferred one over the other. So there never was any question about just folding the truly a brand into Zillow. But what we did recognize was there were a lot of other things that we could fold into one, for example, our ingestion of real estate listings. We run from a central source now. So there's efficiency there, which unlike in, you know, more industrial type mergers of competitors, rather than us shedding product development resources because of these efficiencies, instead it let us deploy a bunch of very talented people to new products and new projects that we never would have had time to do on our own.

31:53Perfect example of that is there's a substantial development team in San Francisco that were former truly a people who now work for Zillow Group broadly and they developed our premier agent app which is one of our most successful product launches of this year and is really the foundation for a lot of the developments that we've been seeing in our ad products. So, you know, it was a gold mine of talent that we could deploy to things that were far more interesting in the end for both our consumers and our advertisers. Yeah. Can you mention the premier agent, I guess, product or business line? Can you talk a little bit more about that and what the strategy is behind that for as a low group all up? Sure. So, you know, fundamentally what it is is a subscription based advertising product.

32:42where agents pay to be promoted next to for sale listings to be potential buyers agents for consumers. With the acquisition of Trulia, that advertising is purchased by agents across both properties. So agents are advertising on both Zillow and Trulia. And it has been, you know, it is the workhorse of our revenue.

33:07definitely the focus of our efforts, our sales efforts as well as our development efforts. It's been hugely successful. More recently, what we've been seeing is really innovative and entrepreneurial agents who are forming agent teams and buying advertising in large quantities and really building big businesses from which to operate. One of the things that we talk a lot about on this show is We joke about it. Ben Thompson, we're just huge fans of his writing and his thinking and he talks about aggregation theory and one of the consequences aggregation theory being that in the information economy is supposed to be industrial economy.

33:52aggregating customers and having the best customer experience and ability to do that is the winning strategy versus an industrial economy where distribution is costly and has friction, you want to aggregate distribution and think about customer second and one of the things I love about the Zillow Group business and this merger in particular is it's such a like pure play example of that like they're these levers in distribution that by being Internet based you have in the by combining these businesses whether it's acquiring the data feeds about data on homes and home sales which will get into in a minute because there's more drama to come there or advertising sales or you know what have you website back ends it doesn't make sense for any of that to be separate but what does make sense to put the combined effort of the companies into is exactly what you're saying is developing these

34:51great customer experience is whether it's the advertising customer or the the homeowner home buyer customer it's it's cool to watch and it so when you guys were were thinking about the rationale for this merger was that like as you're identifying kind of the key levers for this like were those was that at the front of your mind oh absolutely um and I would say It has unfolded in a way that was even far more beneficial than we could have imagined. We were most focused on the acceleration of our audience growth, which is natural when you're running an internet media business.

35:35And we thought that there would be some other benefits of scale but those have far exceeded our expectations and real estate listings is a perfect example of that. I mean we we struggled and I see I think we're going to get to this a little bit later about the listings drama. You know we struggled in acquiring listings over the years there were parties who just didn't want to provide them to us.

35:57Now it's pretty difficult for listings providers to look at the dominant real estate brand on the web and say, oh no, it's not in our sellers interest to have their listings on Zillow or Trulia. It's just unfathomable to make that argument anyway. So our ability to...

36:17Attract direct listings was certainly strengthened by this acquisition because of the scale and that that perfectly follows the you know same same framework that you can apply to a Facebook or a Google that you know if it's if it's what the users want and it's what the the people on their app or their website the best user experience they can flock to it gives you enormous power in in you know getting the content to get in front of them and then run whatever business you want to on top of that in Zillow and Trulia's case it's you know selling advertisements to the real estate agents who want to list next to those properties. Yeah. Ben, you're bleeding into my tech theme. All right, let's get through the acquisition drama, which is still more juice to come in that. And then we'll get into the also fun stuff on tech themes. Truly is bored comes back with a counteroffer at 34.5%.

37:14And then also starts to include official terms on some of the non-prey stuff. So includes a go-shop clause, which for our listeners who aren't familiar with that would basically mean that if this clause were in the merger agreement, after it was signed and announced, truly it could still entertain other offers from other potential acquirers. They also wanted a fairly large breakup fee in case the merger didn't happen that Zilla would have to pay. And to give people enough, to give people kind of a sense of how taxing this is on an organization. The breakup fee ended up being $150 million. So that's effectively the kind of opportunity cost that the two parties believe that truly it could be spending focusing on their own operations instead of being distracted by a deal that didn't go through. Yeah. So I mean, just imagine how many people and how much time it would take to justify $150 million of value. Yeah.

38:10and it's just not even a day goes by the zilla board basically says right off the bat like nope not gonna fly no way 33% final offer and no go shop in the in the agreement what was that like when you guys received that counter offer oh gosh i'd have to mine my memory on that one i mean it was you know this is a dance so you don't throughout this process I try to avoid placing too much weight on any specific set of terms that somebody is coming back with, because we know where we're going to end up, because we know what we're willing to tolerate, and you just, you kind of push each other around. So, I don't recall that there was any particular shock, you know, with an acquisition of a competitor like this, there was just no way we were going to entertain a go shop. It wouldn't have made sense.

39:05And honestly, I'm not sure it would have made sense for either of us because it just would have created some frenzy in the market that wasn't going to benefit either of us in the end. So, I don't recall any particular drama associated with that. We knew what we were marching toward and what we would tolerate. There was no way that at least you guys were going to have that. So July 28th, finally, Mergea gets announced and start working towards close.

39:34And I should mention here because when we walk through it like this, it makes it feel like all that was happening was the price negotiation. You have to picture 50 people or so at Zillow working on the merger agreement and all the diligence because we needed to announce it right away.

39:54It was a pretty nerve-wracking period of time where we were still waiting to reach agreement on key terms, but meanwhile, we're negotiating the whole host of other things that you negotiate in the merger agreement. Which gets me to what I think is the certainly the most amusing part of this deal that I was going to break up after you close on announce on July 28th.

40:18And then news comes out and the market reacts. But news also comes out then that Trulia's co-founder, not Pete, but Sami, Inc. was literally in a robot, in a cruise skull, rowing across the Pacific Ocean for the entire time that this negotiation was going on. That is right. That is right.

40:44You know, I don't know what it was like in that boat, but we probably would, uh, you know, jockey to say who was feeling a little bit more miserable at the time. So he was, he was, he was life, the two of them in a, in a rowboat, you know, in a, in a cruise call, rowing thousands of miles across the Pacific coast to Hawaii from California. Were you able to reach him by satellite phone or, you know, was, did that, what was that?

41:14I honestly don't remember whether he had given someone his proxy before he left. I don't believe he was in any kind of substantive contact beyond, you know, making sure they were safe out on the boat. But I really just don't remember. Well, presumably he'd given proxy to somebody because I would imagine he would need to vote his shares for...

41:42For the deal, but Yeah, that's that's a first you're on a car. Yeah, that is the first we ever had a story like that. It's pretty awesome. He seems like quite a quite a cool guy and character as you would imagine from that So that was that was sort of all the pre-closed challenges, but then the then the what pre-announced challenges and then the post announcement challenges start so this deal underwent a serious amount of FTC and government regulatory scrutiny, right? I mean, there were two requests for information, which is uncommon. Typically, the FTC will make one request for information in reviewing, you know, coming to a decision, which they ultimately decided that Julian Zillow was not, but whether this merger would create a monopoly in the market, which obviously would be illegal.

42:33And so typically they'll do one request but in this case they did too and that's usually taken as a bad sign by the market and indeed when that happened the share prices reacted negatively. What was all that drama like? I mean you guys must have been on knife's edge. Yeah, it was a pretty nerve-wracking period for all of us. I essentially spent four months in DC.

42:59full time, trying to get the deal pushed through. For those out there who aren't familiar with the FTC approach in this kind of case, what they're trying to determine is what is the correct definition of a market. And once they have defined that market, then whether there is monopoly pressing power in the market based upon the combination. And the FTC was having fits and starts about is the online real estate portal market and market unto itself. And our view was no. Most of the activity that takes place in this market takes place way outside of where we are. One stat about that is what I mentioned at the beginning of this conversation, which is we think we touch about 4% of transactions.

43:51And we think we have a small percentage of advertising spent by real estate agents. That being said, if you look solely at consumer transaction to real estate portals only, we're pretty big. So tons of back and forth and economic analysis, hours and hours and hours of depositions. And ultimately we think they reach the right decision.

44:15I had a lot of sleepless nights. I can tell you that. And, you know, for me personally, I felt like the weight of the deal was on me running this process. Not only how it worked out, but also general counsel, right? Well, I had, we have a general counsel of Brad Owens who runs most of this. But for this, I'm still chief legal officer, and I was on point for the deal. So I was the one in the thick of it while he was holding down all the things that needed to be done in Seattle.

44:44So, yeah, it was quite a time. I think I aged a few extra years in that six months. I bet. How does the FTC decide what the market is? Is it like a number of transactions, or is it a dollar amount, or how do they determine? Because you could imagine two people hanging out on the street. One guy wants to sell something to the other. That right, there's a market. Yeah, so they look at it from through many, many different lenses. We had multiple economic experts.

45:14many, many antitrust lawyers who work on these kinds of pieces every day. And what they're looking for is any characterization of the market that can give someone additional pricing power simply by virtue of the combination is what they're concerned with. It's an interesting thought processing our transaction because the pricing power they were thinking about of course our credit are all free to consumers was will the price of online real estate advertising be impacted by this combination for real estate agents so you know does it become more expensive for real estate agents to advertise simply by virtue of this combination yeah how deep did they go I mean imagine it was a six month review and you practically lived in Washington for four months I mean were they

46:08Were they subpoenaing or the equivalent thereof in this process? Information? I mean, like were they looking back at like the series a pitch decks of both companies? Oh, yeah, all of our email everything. Yeah, to see our own characterization of the transaction, right? And given the long history of this acquisition dance, there was a lot there. They were talking to other market participants. They were talking to individual real estate agents.

46:37You know, we didn't have full visibility into all of their activities, but we would hear anecdotally from people in the industry who would say they had had calls or been deposed or provided documents and they had their own economic experts. So it was an incredibly in-depth and detailed process. Yeah, I mean, it's a good reminder for those of us, you know, broader defined Silicon Valley ecosystem. It's so easy to be like I'm starting to start off, we're going to take over this market. You actually need to be really careful about how you characterize things because you can end up in this nightmare scenario. Yeah, and even with perfectly innocent characterizations of market dynamics can be taken out of context or paired with other information and can cause real questions about your intentions and the potential outcome. All right, listeners.

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49:08So, if you're trying to turn AI Ambition into real business outcomes and make it work safely, securely at scale, go check out servicenow.com slash acquired and tell them that Ben and David sent you. Well, hey, you know, I want to talk a little bit about the ML lessons, some data fees, but maybe let's do that quick. And then I really want to talk about Zillow Group's overall acquisition strategy and sort of how it fits into the landscape for the next few years and kind of Kathleen give you a chance to talk about that.

49:38let's do that let's talk about yeah well real quick and then we'll wrap up the the history the final twist in the story here is right before so the FTC finally approves the merger in February and then it goes through and you close the deal but right before that happens both truly a anzolo we're getting I believe If not a majority, a significant amount of your real estate listings from a company called ListHub, which was a data provider, which was actually owned by a third competitor in the market, move.com, which I believe just been acquired by NewsCorp.

50:15and List Hub actually cuts off both Trillio and Zillow from these data feeds which are the lifeblood of your business. So you had this other wrinkle of like now you have to go rebuild your supply essentially from the ground up by signing direct data deals with all the MLS or multiple listing service for people who aren't familiar with the market. These are local organizations that aggregate real estate listings as they come on the market in each, you know, each city, each, you know, each geography kind of within the country. And there are hundreds, if not thousands of them. And so all of a sudden, now you guys have to go to biz dev deals with all these folks directly. Wow. Can you just talk about that? That was what that was like. Sure. So let me just tie that back to the FTC for a second.

51:07because, of course, one of our arguments to the FTC is how can we be a monopoly when our oil, which isn't our listings, are controlled by a competitor who's sponsored by the National Association of Realtors. It kind of boggles the mind to think we could be the monopoly when they provide us all these listings.

51:30the cutoff of the listings actually came as a result of a natural termination of our contract. And we had engaged in negotiations to try and renew. So it wasn't overnight. We knew this could happen. So we had been gearing up for a substantial amount of time to try and cover this because, of course, you never want to run your business at the mercy of one of your competitors, which is essentially what that was. Now that's sort of a plain way to put it.

51:59One thing that people don't focus on is there was actually a pretty symbiotic relationship between Zilla and Trulia and ListHub because ListHub's primary business is not syndication of listings. It's the sale of listing reports to agents that say things like you're listing on 123 Main Street was viewed 50 times on Zilla.

52:21You know, it's not as straightforward as to say we were at their mercy because actually we were a key ingredient to their business as well. It's just that once they were acquired by move and then subsequently move was acquired by Newscorp, they were thinking about that business differently from a strategic perspective. So we had already engaged in a ton of effort knowing that this could happen and not wanting to have this relationship with a competitor, but We certainly had to try pretty hard at that and as I said at the very beginning of this conversation, one of the unforeseen benefits of the combination was that our increased scale sure made it a lot easier to get those listings, not that it was easy and it's an ongoing process, but it was a lot easier to go as number one and two in the market to try and acquire these listings than it had been when we were on our own. Let's move on. I think Ben the right.

53:17frame to discuss what you were talking about in Zilla's M&A strategy generally is that let's quickly do acquisition category. To me, this is pretty clearly a business line acquisition note. Well, I guess I don't know, maybe you think differently. Yeah, it's funny the way I was going to categorize it. So Kathleen and for our new listeners, we have several different categories. People, technology, product, business line asset, which is new we added or other. And in this scenario, What I really think was the way I look at this deal is it's a rapid way to expand the core marketplace that Zillow offers. On the supply side of the marketplace you have people who are looking at pages that display homes and on the demand side of the marketplace you have real estate agents that want to advertise their services.

54:16providing it's buying more supply and more demand and kind of putting it together and there's all sorts of interesting way. It's good point. I totally agree with you. It's a business line acquisition, but not a new business line. It's the same business line. It's buying more supply and demand of the same business line and kind of like having multiple marketplaces, but having ways to, for example, the combined portal for Real estate agents to put their their ads on both you know the ability to funnel to both of those marketplaces simultaneously Yeah, I almost want to say asset in that case, but it's like an asset generating I don't want to create another new category That's nice stuff to do to business line Yeah, I mean, you know another way to say it is it was sort of honestly kind of a time machine acquisition right just accelerating

55:12What each of us was doing already put it by putting it together. So you're exactly right. It's both sides of supply and demand and we each, you know combined got where we were going a lot faster. Yep, very cool. Well, how does this fit into, you know, what's the Zillow Group strategy for the next couple of years and why have you been doing the acquisitions you're doing and how does this fit into that picture?

55:36Yeah, so, I mean, this one is pretty different than our other acquisitions because it really was just an acceleration of our scale. In terms of overall strategy, I mean, we continue to invest in a number of different things. Dotloop is a good example of...

55:57a product that is designed to help real estate agents become more efficient and close more transactions more quickly, which in the end we believe will make our advertising more valuable to them. It's also kind of doubling down on having agents embrace technology by closing transactions online versus on paper.

56:23So that's that's an extension of the products and services that we provide agents that really enhances the value of the advertising they buy from us You know the other branded acquisitions naked apartments hot pads and street easy are just continuing to build out our portfolio of brands so that we have something for everybody for whatever they're looking for you know hot pads tends to focus on younger urban renters Street Ease focused only on New York. Primarily was focused on purchase and sale, but always had a rentals product. And now with the addition of naked apartments has open rentals, which are, you know, something that Street Ease had not focused on before. And as we look at each of these candidates and, I mean, we look literally like last year, I think we went back and counted. We looked at about 125 potential deals. We think about

57:22you know, will this accelerate something that we are already doing and get us there faster? Is it something we haven't figured out yet? Is another way of going? But fundamental in every acquisition, what we start with is we look at the people and decide whether they are people who we could work well with within our existing silo group portfolio because Ultimately, we are acquiring the people who have built these brilliant products and we want them to stay. We want them to be successful with us. How do you think about, you know, when you acquire a naked apartments or a hot pads, you know, those properties aren't being combined. They're different websites with their own ability to acquire traffic. Do you combine the backend, you know, real estate agent services or what ways do you hate using the word but

58:15How do you achieve synergies, and why is it advantageous for Zillow group dough in those businesses? Yeah, so, you know, Hotpads is a great example. You know, one of the things that's pretty cool is we look at teams that are really good at certain things. And when Hotpads joined us, we realized, for example, that they were really good at ingesting rentals feeds and normalizing them to present them in a way that was useful to consumers. So now a segment of the Hotpads team, is responsible for all rentals listening syndication throughout our entire platform. And so we tend to kind of pick and choose where there are strengths within each of the teams. It's pretty easy, for example, because they're a New York City brand, very focused on vertical living.

59:03And, you know, while they don't work directly on vertical living products for other brands, they certainly inform and educate our teams about how to present a condo building versus a single family home. Very cool. So it's almost like a little reverse acquisition of knowledge there to get that DNA up into the rest of the Zillogrew products. Sure. Yeah. Let's move quickly into tech themes, then, which is one of our favorite parts of the show.

59:30I had a tech theme written down that I'm going to mention them. We'll link to this in the show notes. There was a great, great interview with Rich Barton in New York Times a couple years ago. The interview was focusing on like, you're like this hitmaker, you know, you have Expedia, you have Zillow, Riches, intimately involved in the origins of Glassdoor and Avo and many other marketplace based, really, you know, important marketplace based businesses, you know, kind of what's your secret. And Rich said, I think that I think about is, is quote, What piece of marketplace information do people crave and don't have? I think that's really interesting. Zillow's like a perfect example of that. I want to know what my home's worth. And I don't have that. And once you give that to me, I'm like a mouse in a lab turning the wheel to get the cheese. I want to know every week what's my home worth. And I think that was a really good example. The other one I want to throw out quickly

1:00:28Kathleen that you've talked about a bit on this show isn't so much at the normal level of technology themes for us on this show but we talk being a VC and working with management teams and entrepreneurs and founders you know hiring and building your organization from a people perspective takes as much time as anything else in the business if not more time.

1:00:52And we always talk about like, oh, it's so important to hire athletes. You know, not literally athletes, although literally athletes can be great too. But, you know, and it's like, well, what does that really mean? I think Zillow and your M&A strategy is a great example of that of like people who are very smart, very flexible in their thinking and can adapt and over time play multiple roles because that's what you need in a startup. Like, you can't predict exactly where the market's going to go, where your product's going to go, your organization. And, you know, I think You guys have done a really good job both in your hiring obviously of your management team but also your acquisitions of looking for these types of people who can evolve their thinking and evolve their abilities as a company does because that's going to be the constant in a high growth industry.

1:01:38Right, no, that's absolutely true. I can give you a couple of specific examples from the acquisitions Susan Daimler, who now runs straight easy here in New York City, which is where I'm standing right now. She came to us by way of acquisition of the company Bifolio that she and her husband Matt started.

1:01:58And you know, as we needed a new leader for StreetEasy, Susan and Matt stepped in and now they play a key role in the StreetEasy business. So, you know, they went from running a very small company that was focused on sharing of information among co-shoppers to now running StreetEasy. So, you know, perfect example of that.

1:02:19Justin LaJoy, who was the founder of diverse solutions. We've recently divested diverse solutions, but Justin is still with us running an entirely different product line. So we definitely look, we look for culture fit and, you know, a broad ability subject matter expertise is important, but it's not the critical piece. And you'll see that throughout our management team as we all move around in different roles and expand our skillsets. Very interesting.

1:02:48and totally, totally validates the tech theme. So what we do here at Pioneer Square Labs is come up with new business ideas and then work on them and try and spin them out as their own startup companies. And so we're always thinking about how do we apply a framework from some business or a theme that's been successful in the recent years to new businesses. And one thing that Zillow and Truly have totally nailed is this idea that real-world objects are also media. And in traditional media companies, you can sell advertisements against content, against articles, people, media, or photos. And something that Zillow's done is, I touched on this earlier, they've made it a form of entertainment and a thing that people do together to share these listings a lot because it's so aspirational. And Airbnb capitalizes on this too, where a lot of traffic is there not to buy, but just to like,

1:03:46Participate in that experience. Yeah, and we used to joke at that when I worked with Wall Street Journal that this is house porn. Oh, yeah, I mean, and and something that folks miss a lot is we didn't have any real estate listings on Zillow for the first three years. We only had this estimates. Oh, wow. Wow. Didn't did not so. Wow. Yeah, it's. I didn't know that in the was there a business model then or was was it kind of in construction?

1:04:13You know, I was not around. I'm sure that people had in mind all kinds of different ways that we were going to monetize and we tried lots of different things different kinds of ads for homes, but ultimately The the initial thought was build your audience first and advertisers will come and we still believe that and that's you know, that's also central to the investment thesis for Trulia is you know, advertisers follow audience. So if you can increase your audience by a third over the span of six months, you're going to be in a pretty good spot. Should we move to rendering a conclusion on that note? I think so. So for me, this one is obviously, it's very recent. So some of the acquisitions we do when we're looking back at bungee or companies that are 10 plus years old,

1:05:03In previous episodes, we have a lot of information to be able to render a conclusion on. In this case, I think it's pretty new, but Kathleen, like you were saying, you look at the financials from each of the companies over the entire existence of the companies, and it looks like kind of one-third, two-third. So the way that we generally grade this acquisition is from the perspective of the acquirer. So from Zillow Group's perspective was this an A, B, C, D, and to me, this is a solid B+.

1:05:33It's sort of obvious. It's amazing that the legwork got that you guys did the legwork to really get the deal done. It's an accelerant to the business. It has all kinds of returns. But our A's, and we've said this on other episodes, are for these ridiculous, multiple 10X things. The Instagrams, the Androids, the things that change the course or save a business.

1:06:02And, you know, to me, I think like we've been talking about earlier, I feel like a B-plus with some variance here and there to see where it goes in the next few years is what I mean. What are the things for me? I mean, I'm super impressed doing the research for this episode, reading the filings and then, you know, talking to you now, like, you guys did just such like a professional and elegant job.

1:06:27valuing this deal, negotiating it, making it happen, dealing with all these roadblocks along the way. Actually, this will come up in my car in a minute, but when the FTC review and the list hub situation, even though you knew that might have been coming anyway, really impeccable job. This is just an A-plus execution deal. Overall, I agree with you Ben.

1:06:57It's a fantastic deal, but when Instagram is our benchmark, that's just a different class of acquisition. And you guys might ultimately have Instagram type acquisitions that way surprise you on the upside. But you thought this would give you, you knew exactly that this would boost your traffic by about a third. You paid about a third of the combined company market cap for it, made total sense. So I'm going to go also with with B and then the plus, B plus, B for the deal and plus for the execution. Excellent. Well, I will humbly accept your compliments on the execution. I often said during the time that everything was happening that I felt like I was living in a textbook and that the opportunity to participate in a deal like this in the way it played out really only comes along once in a lifetime.

1:07:51It was a fantastic experience for our whole team. And I think B++ is fair because I think we're early days still in reaping the benefits of this combination. And as I said earlier, there are all kinds of ways in which we've benefited that we haven't foreseen. All right, let's move quickly into the tail end of our show. We have three quick sections follow ups on episodes we've done in the past where new news has come out. Hot takes on deals that are relevant in the moment in the press and then carve out my favorite at the end. First follow-ups. Ben, snap ink. Yeah, I mean, I'll be buying some spectacles. I can tell you that much. Snapchat is releasing basically like the cool version of Google Glass and changing their name to snap ink at an Apple moment. They are and you know when we talk about Apple moment, I haven't been this excited about

1:08:48kind of like following a company, sends like the early days of Apple's Renaissance. Like I can't help but feel like what Snapchat is doing right now is, it's like smart and super ambitious and so unexpected. I tweeted this when they dropped chat and they just became snapping. It reminds me a lot of Apple dropping computer from their game. And they have ambitions far beyond being constrained to exactly the form that they're in now. And I think that I've been thinking, oh, they're this new form of communication, but this kind of changes it outside the software world. And I think where Snap is going right, where Google went wrong with glasses, they're not starting with these ridiculous grand plans of, like, you could do anything on this thing.

1:09:36The comp for me is you know, you look at postmates and they said you can order anything and Uber said you can literally just order me to drive you from here to there and people immediately latched on to that. Oh, I get it for taking me places and so I think with You know Google Glass being who knows what it will do for you What the spectacles does is here. It's just for this little thing. We'll see if we expand from there, but right now it's it's a toy It's it's almost flamboyant. It's crazy. It's ridiculous. Try it out my My favorite take on this was I saw Bill Gurley retweeted a tweet from one of the Collison brothers the founders of stripe saying something the impact of it is Snapchat with this movie like what is following snapchat in general like they are just so astonishingly original in what they do and I think that's like why they've kind of captured this side guest, you know, it's

1:10:29They're not like, you know, X for Y. It's, you know, even though this is Google Glass done, right? It's like, whoever would have thought that Snapchat would release sunglasses that take video? Like, super cool. Kathleen, are you going to buy a pair? I'm on my way now. I thought they were pretty cool. And I have to say, I like the blue lipstick too. I actually see lots of comments about that.

1:10:54Hot takes moving on from one social media empire to you know on the rise to one potentially on the decline Twitter who we talked about this with with Alex from Bloomberg on our last show but Also heating up. Yeah, I mean it's super interesting that the most credible rumor yet is is the Disney Yeah, the potential Disney offer coming in and awesome having Alex on the last show Alex actually broke the story that you know people familiar with the matter both from Disney and from Twitter people then people not a person right our our sources in you know kind of confirming that That we were in talks so Seems to be a little out of the woodwork, but makes a lot of sense when you think about Disney's other acquisitions of late It's not just you know Mickey Mouse. It's it's really a media empire. Yeah, if it is yes, PN. Why couldn't they own Twitter? We've Disney's made some great acquisitions that we've talked about on the show already picks our Lucasfilm

1:11:50But you know, I mean like so many companies these days like they face as successful as they are like they're an industrial age company and like what is Disney's future and the information age and they've done great things organically you know magic bands or an incredible experience if you haven't gotten to do it yet at the parks. That's the thing you are on your wrist at the Disney networks. But yeah, well I don't know who knows what will happen with this. There will be an episode coming I'm sure.

1:12:15Next, real quick hot take, we got some requests for this in the Slack channel. This is pretty amazing. A company called App Loven that is a mobile app marketing, broad-based marketing firm, customer acquisition advertising, and analytics was just acquired by a Chinese private equity firm for $1.4 billion. They were basically bootstrapped. They'd raised about $4 million in kind of seed money that They didn't really need their profitable the whole time. Pretty incredible story. Yeah, and pretty unprecedented to have a bootstrap company turn into that. I mean, they almost always have institutional backing. And I think, uh, my only comment on this one is it's interesting to see how history repeats itself. I think 10 years ago, we were in the same place with email marketing and the start of sort of the digital marketing that we talked about with Scott on exact target. Exactly. Exactly. Now see you in the in the mobile era. Yeah.

1:13:14Okay, that's what we got. Carvouts, Ben. Yeah, so for any new listeners, this is a thing that is unrelated to the episode, or really the theme of the show in general, but it's just something we've enjoyed over the past few weeks. There's a great video floating around called the Marvel Symphonic Universe, and it's on YouTube, and it looks at, why is it that we can on command on the theme of Star Wars?

1:13:42Um, James Bond, but when asked about any of the Marvel movies despite being the highest grossing franchise ever in Hollywood, none of us can hum a Marvel franchise theme. Oh, so it goes. Yeah, I have no idea what the yeah, when you start killing that apart, they're one of the really interesting things they bring up is attempt music, and it's so cool to watch what music.

1:14:06The director used as temporary music, like, oh yeah, grab that one song from that other movie and throw it in until the real music is written and composed for this movie. And it's a super interesting 10 minute watch. So I highly recommend it. Ah, that's fascinating. Mine is a book I just finished reading that lots of people recommended to me is Phil Knight, the founder of Nike's memoir, Shudog.

1:14:34had some personal significance for me because Phil actually went to Stanford Business School or I studied on the night management center campus that Phil donated to Stanford at an incredible, incredible new campus for the business school that was constructed a few years ago. And then Phil gave the graduation speech at my graduation. And it was...

1:14:58In many ways, although we didn't know it at the time, kind of an outline of this book. And I went back and rewatched it. The book is fantastic. It's, you know, I mean, it's, I guess, broadly you'd call it a business book, but it's really just the story of Nike and it's pretty incredible. And one of my favorite things from it is in the introduction, Bill talks about going for a run in 1962, we just graduated from Stanford, had this crazy idea to start a shoe company.

1:15:26You know, he's just thinking like, I have no idea where this is gonna go, but I'm just running, I'm gonna keep running and I'm not gonna stop. Don't stop. And that's just, he's like, I mean, so many mistakes, so many things I regret along the way, but like, just kept going and I didn't stop. And that's where he is today. A great book. Very cool. Kathleen, do you have a car about? Sure. Mine's a little more frivolous. My husband and I spend our free time traveling to music festivals and thought I would recommend the band of the summer, which for us was the struts. So if you're in need of a dose of glam rock, I would say check them out. I love it. Well, I think that is that's all we've got for today. So Kathleen, where can our listeners find you on Twitter? You can find me at Kathleen Phillips on Twitter with one Ellen Phillips on Disney Twitter. Thank you again, Kathleen. This has been super fun. And also

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