Episode 22: Zillow + Trulia (with Zillow Group CFO Kathleen Philips)
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Hey, acquired listeners, we hope you enjoy this episode with CFO of file 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 available will get back to our Normal standards next episode. thanks.

Sparring with us. Wait you with you with that you who got now easy, you see you, you see me down, say state welcome to epo de twenty two of acquired .

the podcast about technology acquisitions. I'm been gilbert David rosen, thal and we are your hosts. We're on a serious role here at acquired, and we have an awesome, awesome guess for you.

Today, we will be talking about zillo s twenty fifteen acquisition of trulia and their emini strategy. Overall, Kathy phillips is our guest. SHE is the CFO of zero group and was formally zero co and general council.

SHE has run corporate development for her entire six year history at the company. She's also previously been a VP and general council for stub hub and hot wire. welcome. And thanks so much for coming on, Katherine. Well.

thank you guys very much for having me. I'm super excited about having this conversation with you today.

Are we so are we? Thank you.

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Well, I think I think it's time to dive in. Yeah you know Normally David leaves us through the acquisition history. In fact, I figured the best way to cover IT um in in this episode will be kind of David, you lead and and kind have a discussion with kathleen .

on yeah i'm sure lots of lots and lots of good stuff will come up this was a um as we joke on the show and we are joking with cattle 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 happened.

So fortunately.

we just have the former yes, fortunately just the former um in this case for i'm sure for catholic sanity. So maybe I will do a very quick a history in facts on the founding of both silo and trulia and then will jump into the acquisition process with kathleen. Um so uh zero o uh was founded in two thousand five by rich burton and loyd Frank who previously had worked together at microsoft ah here in seattle and then had founded expedia in one thousand hundred and ninety six so which probably ly must release is are familiar with that was what 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 spend IT out for a microsoft and IT became a separate public company in two thousand one um and then in two thousand and five they actually started um started zero o and silos is focused as australia on um the U S A housing market uh and buying and selling of houses in real state. And um zilla s big innovation ah that was the big brand that they launched with IT in two thousand six was this concept of the estimate. So IT was a data driven um estimate for every home in their database about what that home would be worth on the market.

This was, I believe, the first time that U. S. Home owners had any idea of what know any education of what the value of their house might be without actually putting IT on the market.

Um and he was based on a whole lot of factors um but especially access to um comes of uh houses that we're selling in the market around the house. So this was a big deal, generated a lot of press. Um zillow over its private company lifespan, raised about eighty million dollars in venture capital from fechter k tcv and others ends up going public in july of two thousand eleven.

And we will press pause and pick up the story in a minute. Meanwhile, truly a um was unlike zl, which was based up here, rents y add. Trulia was founded a year earlier in two thousand four in the bay area by pete flint and sami inklin who were actually students at place close to my heart the stand for graduate school of business.

There were NBA students and they founded the company in between their first and second years um 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 school in palo alto and having a very difficult time, I thought there's got to be a Better way um so they work on IT during their second year. Uh they end up raising over the years um a significant in the less inventin capital thirty three million dollars um from excEllent scores and others and then truly IT goes public in september of twenty twelve. And that's where we pick up the story actually a little bit before then um when according to the S C violin's of the ultimate acquisition, IT was actually before truly I went public but after zillow had just gone public, that silo approaches truly the first time about potentially acquiring the company in late two thousand eleven.

So um I would like um paul and say kathlyn number one did did we we get in any of that a that all right. And the number two had you been at at zo yet at this point?

Um yes, I joined silo in july of two thousand and ten, almost exactly a year before we completed our IPO. So two thousand and ten through july two thousand eleven for me was completely focused on getting that deal done. Um and then the rest of IT, you got .

absolutely right. So you're just gone public in in two thousand eleven and IT must have been very shortly there after that, your approach truly at this first time, what was where you guys kind of waiting to get public and then and then sort of a approach trulia from from that position of strength there. How did was the thought process uh, behind that?

yeah. So IT IT was more a factor of us having a liquid public currency following 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 timely of acquisitions, um we had done one small acquisition prior to july two thousand eleven. 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.

And actually, we know you know being a on the bc side and working with many private companies, you know some of which are various times or are either approached by or thinking about approaching other private companies to talk about merging IT is so difficult to agree on value when both companies nobody has any idea what either companies the stack is earth.

that's absolutely true and it's also a complex endeavor to think about an acquisition of the scale that IT would be between zilla and trulia followed by an IPO. Um and having to construct that story is far more complicated than knowing our own business as we did and being able to tell great story .

to and not to mention having when when public companies acquire one another, all the all their financial data is available to the public as vent. absolutely. So in in this round of talks twenty eleven truly a doesn't end up hiring an investment bank as an advisor. They have catalyst but talks break down in early twenty twelve um and then in August twenty twelve a few months later, truly is preparing their own IPO and cathleen and zillow approach again and try a second time um did did you guys know that trulia was was on the path to going public at that point?

I would definitely I mean, I was such A A natural thing for them to be doing had we had forced the path ahead for them, had a very similar story. We knew that that was something they aspired to do. Um so we expected that, that would happen.

Did you never consider waiting the IPO for them to IPO first and give gives investors confidence in this sort of business?

You know we never really thought about IT um with respected them and we we were always a much larger player. So we were charting our own course. So we didn't really think about our timing relative to theirs.

yep. So talks break down again for the second time and in september of twenty twelve truly completes their IPO um and continues executing as a public company for a while as a zillow at this point. And I believe during the first couple of years, I didn't look up the exact number, but i'm remembering I remember super well when they went public.

IT was one of the first seattle tech companies to go public in a long time. And the market zeus market cap, I believe, was what right? Around six, seven hundred million dollars that and IPO said, yeah, I think .

that's about right. It's it's been a while. The thing that I remember very well is that our revenue, I think, was something around forty million, which the reason I 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 made a lot progress in the last five years is pretty direct.

yes. I mean, the growth who is just incredible in still is but in the early years as as a public company and by this point, you know, after truly is IPO in a couple years later, again, I don't the information in front of me, but you were new. Your market cap was multiples higher of what I had been at the IPO, I believe .

yes .

yes um and uh so couple years go by, finally spring of twenty fourteen um so not quite two years after truly is IPO in the last time though when trulia had dcc the acquisition dance. Silo is is still thinking about about you do this and it's a natural fit that uh these two companies will come together um and so you guys take an interesting step and you uh go out and you talk to public shareholders of both zero and trulia under N D A with them with major shareholders to talk about potential according to the S C C filings and potential strategic opportunities, including the acquisition of truly um what how how do you guys think about taking that step? So there's an important .

clarification here, which is they were the same shareholders. So um our our major shareholders also held a stake in trulia. So this was not a matter of us approaching truly a shareholders who we did not have in common.

Um so IT makes a little bit more sense when you think about IT from that perspective. And part along who were invested in both was that ultimately, there would be a transaction that they had no ability to predict when or to direct that. But IT was such a natural industrial logic that that was part of what they were betting .

on that makes sense. And a at this point time. And i'm sure still the thesis of a lot of public company invest in public markets, investors that hold them solar group stock is you know, 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 state is still tiny compared to the whole market. And we just want to invest in, in that way. But that's coming .

that's absolutely right. And you know one of the the stats that bears that out is that we think that not we're standing our category leadership. You know we have about two thirds of the traffic um on the web overall and three quarters on mobile zilla brand properties.

And yet we only touch about four percent of real state transactions in the us. yes. So there's a massive Green film still there for us to to take our advantage of and where we see huge opportunity had of .

us still yeah as it's incredible still buggles my mind you know, having followed this market you closely ly for several years, um how little of the real state market is, as he said, being touched by any online player, whether it's whether it's you guys are red fin or other folks, it's uh you know having having shop for houses. My self online, I can't imagine doing IT in the the old way through you know newspapers are just working with the offline agents.

Yeah I mean, IT is remarkable. And obviously, it's it's a key reason why we continue to invest in the business because we think it's really the long term opportunity many years down the road when this is going to be a mature market. So it's pretty exciting and IT IT honestly, IT keeps us disciplined.

Um and we get asked all the time how come we haven't expanded internationally, for example. And you the reason is because the opportunity right in front of us is so huge ah that we try to stay focused on that. So it's it's a pretty exciting time. And with the trulia opposition, we dramatically accelerated the tion of our and .

you know I would bet this is one of those things where there are a lot of different sectors right now that have A A large uh generation gap as with any adoption of new technology, but real state particular that seems like I am twenty seven and myself and and my whole peer group kind of live on yellow for entertainment value. I think it's .

it's amazing how and you're .

not a homogenous and it's amazing how often zilli ks around .

tell you on a home and then you want to track its value.

right? right? What we hope so. I mean that I would imagine .

you have massively it's significantly more than than four percent of millennial buying homes, right? IT has to be many multiples of significantly less than older generations. And do you guys like um do you guys track that and look at that and and try to um specifically target uh, Younger folks buying homes for the first time? Anything like that?

Well, I think IT sort of happens naturally, right, because of the you, the millennial 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 we've just recently taken a look at bie activity in the market.

And for the first time, about fifty percent of home actions are actually involving millennial. So they are starting to buy, which wasn't happening a handful of years ago. So you know, it's great because it's a great opportunity for our product because that really resonates with them. So it's it's an exciting time as that market starts to develop. And as you know as you know as no sort of the generational focus of the real .

state market shifts. Yeah, it's up. I an we see IT every day in our peer group thirty one. And you know it's kind of like that when you get to the the end of your twenty years early thirties, it's amazing how much your conversation start shifting to like what's the real estate market like and like, oh yeah, have been home shopping and I put them like three it's like a switch flips, right? And I think .

that's that's much more true in seattle. You know it's ference is go unfortunately, it's still pretty chAllenging for Young people um but I think is in seattle, focus in their early thirties are really thinking about settle down and suddenly it's it's not uncool to be a home on or anymore.

And with the market such as IT isn't how competitive, I can't imagine not having these online tools to uh to to help navigate IT. Um you sure. So getting back to the the drama a of the deal. Um do you spoken to shareholders and and obviously, they were holding if they were already holding both stocks, they were their thesis. So I would imagine quite supportive of a combination in early june. Uh you guys end up hiring golden tax as an adviser um before you approach a truly again um and then this is where the day by day will link to this in the shower notes the day by day negotiations in the filing a um to start to play out and it's it's so much fun to read um apparent on june third h rich burton context peelin the riches is at that point was Richard dela CEO or he .

moved no sphere, became CEO prior to our IPO in rich rich's chairman throughout that time .

and got IT so he's chairman and he contacts peet lin whose CEO cofounder of trulia and attempts to schedule a dinner on june third and a quote mr. Flint indicated that his near term schedule would not accommodate a dinner. Little did he know what was coming.

That happens me all the time so I totally understand right?

Well, I would say you know not to put any words in pitch mouth, but I think you you very well what was coming um but keeping mind the backdrop of this, which is here we were we were pretty fierce competitors for a long time. We admired what the other was doing um but 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 a shifting course from that is chAllenging when you are looking at the company that you grown in the ground up.

But not to mention the know the psychology here. I mean it's a little bit of a prisoners dilema right like you um both sides probably I can only imagine the amount of posturing like you want to show strength because even though both sides might feel obviously did in the end fill that a combination was you know the best outcome for both know you are very focused on how you are going to do and that negotiation.

absolutely, absolutely, we owe nothing less to our shareholders, right? So both parties are interested .

in getting the best terms and the earlier board for their shareholders that so on june fifth, two days later, uh, rich context again and this time is more cover and says the zilla board fully supports emerge or proposal and maintains that spoken to the shareholders that you haven't common and they are supportive of, of the merger as well.

And then a couple days later, rich does send the letter to peat into a great wild orf, who was truly, as the director had in the previous negotiations. Had things gotten to that point before, had you had was, was there had you guys put a, put a deal on the table? So the speaker, was this a new tactic you were taking?

Um we had not directly put anything before the truly aboard um we had had um I recall one meeting with more, more representatives of management on both sides um and I expect and and am sure that that pete and team would have conveyed the substance of our discussions to the board that we had never directly approached the board. I mean, this was a way of kind of turning up the urgency of of .

the offer and it's the process must have been a world wind. There was six, six less than six weeks later. I think the merger ends getting announced.

So from china, you know, even though you d have these stalled talks in the past from uh over the couple years, but you know to go from zero fully negotiating and an announcing a merger, that's a tight timing. yes. And I I actually .

was going to bring that up as I was looking over that. 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 you know from july first when we start diligence to july twenty eight when we announced the merger, we did fully and negotiation of the opposition agreement.

Um so twenty seven days, I 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 as sala.

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 twenty days. This one took a little bit longer because there was a little more complex, but we try to get them kicked off and done to avoid distraction, to avoid risk about losing the deal. And like as I to get back as to business as usual yeah which .

as we're talking about before the show, in one of the things that really admire about are getting to know some some of the folks of zil over the last couple of years. It's important for our audience to know that thing that's not like your only job was to be head of cork dead, right? you. I quite a lot of other Operational al responsibility lit s at the company at the same time.

That is absolutely true at the time I was still cheap Operating officer of silo. Um so in addition to having legal under my umbrella and corporate development, I had the whole people organization um and you know people are most valuable asset, so I couldn't just ignore them while we were busy on this deal and you know that didn't end with the signing of the opposition and will get to the ftc review and all of that later. But for me, I was about eight months that I was pretty fully consumed on this.

Well, SHE was great fun.

Don't get me around. Yeah yeah.

So what's pretty interesting here to me is IT especially um 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 rains there from thirty of your first offer to peat coming back after a few ounds thirty seven. But like that's not a lot of difference compared to you know i'm used to well we think ten percent and we think you know sixty percent um you how how did you guys you think structure things like i'm sure this helped to move along much faster, like where you were the specific things that you did that got that range you know tight very quickly.

yeah. So I mean, I wish I could say there are some kind of financial genius, and we had some model that dictated this. But IT really was as simple as we had side by side nearly ten years of Operating history and we were always kind of two thirds and they were one third.

So IT was a pretty natural way to think about the valuation. Um and interestingly, even now, you know if you post closing in terms of lead volume, it's still is about two third to one third. So you we really work quipped at the margin there because with all the public company data up there, IT was very obvious to us what what the correct proportion was given how similar the businesses, which is .

interesting is two days later, on july, faith, rich and pete talking again and on that conversation that basically agree like, yeah thirty three percent 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 point 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 are in charge people at the time too. Like how did you guys start to think about that? I mean, IT ends up the final package I believe I will get to at the end, but I believe in up being thirty three million dollars in equity retention for a truly a management. How did you even get to, you know, set a framework for thinking about that?

Yeah, I mean, you know, IT 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 management and thinking about who did we need to keep for various time periods. And we were kindness and of preserving their culture and preserving their team and and keeping folks interested. And you know, we never of the psychology of this deal, which is, you know, being acquired by your primary competitor, who you have competed with ferociously for ten years. So um you know we felt like we needed to keep folks energize and make everybody feel like this was a winning .

deal and this but this is a good spat, I think two, to jump off into one of the really interesting things about this deal. The plan was never released at the beginning and not immediately to a combine the products. There's still very much separate brand, separate products, separate sites with separate customer basis.

So of course, you needed A M truly management to stay involved and motivated and they were above ly very good at running trulia. How did you guys at zillow sort to evaluate from that spectrum of completely independent trulia within the zillow group umbrella to merging truly a directly with with eod com? What was that evaluation process .

like what we always knew that we wanted to keep those brands. You know, it's it's easy when you're looking at silo in a vacuum to kind of forget about what a strong business and strong brand truly was on its own. So there was a lot of brand equity there, very strong team doing different things than we were doing even though, you know, our ultimate consumer missions were very well lying.

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, you know just building the truly a brand in to zilla. But what we did recognize was there were a lot of other things that we could um fold into.

One, for example, are in just real estate listings. We run from a central source now, so there's efficiency there um which unlike in you know more industrial tech merges of competitors rather than us shein 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.

A perfect example, that is there's a substantial development team and safe cisco that were former truly a people who now work brazza a group broadly. And they developed our premier agent up, which is one of our most successful product launches of this year and is really foundation for a lot of the developments that we've been seeing in our ad products. So um 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 yeah can you you mentioned 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 force? A little group ball up?

sure. So I fundamentally, what IT is, is a subscription based advertising product where agents pay to be promoted next to for sale listings to be potential buyers agents for consumers um with the acquisition of trulia, that advertising is purchased by agents across both properties, said the agents are advertising on both silent trulia um and IT has been no IT is the workforce of our revenue um definitely the focus of of our efforts, our sales efforts as well as our our development efforts has been hugely successful. More recently, what we've been seeing is really innovative and entrepreneurs, agents who are forming agent teams and buying advertising in in large quantities and really building .

big business business Operate a is we joke about IT ben thomson. We are huge fans of his writing and is thinking and um you know he talks about aggregation theory and uh uh one of the consequences aggregation theory being that um you know in the the information economy is opposed the industrial economy. Aggregating customers and having the best customer experience and ability to do that is the winning strategy versus in an industrial economy where distribution is costly and as friction, you want to aggregate distribution and think about customers.

Second and one thing I love about the zil group business and this merger in particular is is such a like here play example of that like there these levers in distribution that by being internet based, um you have in the by combining these businesses, whether it's acquiring the data feed about data on homes and home sales, which will get into any minute because there's more drama to come there um or or advertising sales or you know what have you your website back ends IT does not make sense for any of that to be separate. But what does make sense uh to put the combined effort of the companies into is exactly what you're saying is developing these great customer experiences, whether it's the advertising customer or the the homeward home buyer customer. Um 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 where those was that at the front of my indo?

absolutely. 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.

Um and 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. We we struggled and I see I think we're going to get to this a little bit later about the listening strong man.

You know we struggled in acquiring listings um over the years. There were parties who just didn't want to provide them to us. Now it's pretty difficult for listings providers to look at you know the the dominant wheel state brand on the web, say, oh, no, it's not in our sellers interests to have their listings on zilla trulia. It's just it's unfathomable to make that argument anymore. So that has certain our ability to attract direct listings was certainly strengthened by this acquisition because of the .

scale and that, that perfectly follows same framework that you can apply to facebook, google that know if this is what the users want and it's what the the people on their APP on their website. The best user experience they can flock to IT is you enormous power and in getting the content to get in front of them and then run whatever business you want to on top of that in in zillow and truly est cases, you know um selling advertising to a armas, selling advertisements to the real stage ency you want to list next to those properties then exactly .

bleeding into my tech theme right let's get to the let's get to the acquisition drama a with still more juice to come in that and they will get into the also fun stuff on on tech theme um truly as board comes back with a counter offer at thirty four and a half percent um and then also starts to include official terms on some of the non pray stuff. So includes a go shop clause uh which for listeners who aren't familiar with that would basically mean that um if this clause were in the merger agreement after IT was signed, that announced truly, I could still entertain other offers from other potential requires. They also wanted a fairly large break up fee in case the merger didn't happen, that would have to pay .

and to give people enough a to give people kind of a sense of how taxing this is an an organza. Um the break of fee ended up being one hundred and fifty million dollars. So that's effectively the kind of opportunity costs that um the two parties believe that uh truly a could be spending focusing on their own Operations instead of being acted by a deal that didn't go through. yes. So I mean, just imagine how many people and how much time IT would take to to justify one hundred .

and fifty million dollars of value yeah ah and not a day goes by. The ziller board basically says, red off the bat like, no, not GTA fly, no way, thirty three percent final offer and no, go shop. Uh, in the in the agreement. What was that like when you guys received that? counteroffer?

Oh gosh, i'd have to mind my memory on that one. I mean, IT was you know that this is a dance, so you don't throughout this process, I tried to avoid placing too much weight on any specific same terms that somebody is 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. Um you know with an opposition of a competitor like this, there was just no way we were going to entertain a go shop IT IT wouldn't have made sense and honestly, I not sure that would have made sense for either of us because I just would have created some frenzy in the market um that wasn't gona benefit either less in the end. So you know I don't recall any particular drama associated with that knew that we were marching, tom, what were .

tolerate was no way that at least you guys we're onna have that. So just twenty eight finally emerge, gets announced and start working towards clothes.

And I should mention here because when we walk through IT like this, that makes you feel like all that was happening was the Price negotiation. You have to picture, you know fifty people or at zil working on the merger agreement and all the diligence because we needed to announce IT right away. So no, IT was a pretty nerve racking period of time where we were still waiting to reach agreement on quick key terms. But meanwhile, we're negotiating the whole host of other things that you negotiate in the merger.

which gets me to the what I think is the so the most amusing part of this deal that I was going to break up you after close on announced on till I twenty eight and and and then and news comes out in the market react uh but news also come comes out then that um truly is cofounder uh not pee but uh sami h was literally in a in a robot in cruce skull rolling across the pacific ocean for the entire time that this negotiation was going on.

That is right. That is right. You know, I don't know what I was like in that boat, but we probably would you know, jacky, to say, who was feeling a little bit more miserable at the time.

So was, he was in his life, the two of them, a robot, a cruce kull, growing thousands of miles across the pacific from caliper. Yeah, were you able to reach him by satellite phone? No, you know, was 对 that。 What was that you?

I honestly don't remember whether he had given someone his propac's before he left. I don't believe he was in any kind of substantive contact beyond, you know, making sure they were safe fat on the boat. But I really just don't .

remember well, presumably he'd given proxy to somebody because um I I would imagine he he would need to vote his shares a for for the deal. But that is .

the first yeah that .

is the first. We have never had a story like that. It's pretty awesome.

He seems like quite a quite a cool guy and in character, as you imagine from that. So that that was sort of all the free closed chAllenges. But then what three announced chAllenges and then the post announcement chAllenges starts. So this deal underwent a serious amount of ftc 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 coming to a decision which they ultimately decided that trillion za was not, but whether this merger would create a monopoly in the market, which obviously would be illegal um and and so typically we'll do one request, but in this case, they did two and usually taken as a bad sign by the market. And indeed, when that happened, the share Prices reacted negatively. What was all that drama? I mean, you guys must have been on .

knife edge. yeah. IT was some IT was a pretty nerve racking period for all of us. You know I essentially spent four months in dc full time trying to get the deal pushed through for those out there who who aren't familiar with the ftc approach in this kind of case, what what they're trying to determine is what is the correct definition of a market.

And once they have defined that market and whether there is monopoly pressing power in the market based on on the combination and the F, T, C was having fits and starts about you is is online real state, is the online real eate portal market in market onto itself um and you know argue was no. I mean, most of the activity that takes place in this market takes place way outside of where we are. You know one stop about that is what I mentioned at the beginning of this conversation, which is we think we we touch about four percent of transactions um and we think we have a small percentage of advertising spend by real estate agents um that being sad, if you look solely at consumer transaction to real state portals only were pretty big.

So tons of that important economic analysis, hours and hours and hours of depositions. And ultimately, we think they reached the right decision. But I had a lot of sleepiness nights, I can tell you that. And for me personally, I felt like the weight of the deal was on me running this process.

but also general .

council, a general council who who runs most of this. But for this, I am 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. So yeah, IT 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? Mean IT, like A A number of transactions or as a dollar amount.

Da, 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 is a market.

yeah. So they they look at IT from through many, many different lenses. We had multiple economic experts, many, many antitrust lawyers who work on these kinds of pieces every day. And what they're looking for is any character zone of the market that can give someone, you know, additional pricing power simply by virtue of the combination is what they're concerned with. Um it's an interesting thought process in our transaction because the pricing power they were thinking about, of course, architects 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 ee state agents to advertise simply by virtue of this combination?

And how deep did they go? I mean, imagine IT was a six months of view. And as you practically lived in washington performing S, I mean, were they uh were they in or the equipment they are up in this process information. I mean like where they're 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? Um 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. We didn't have full visibility into all of their activities, but we would hear and edit 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 indepth and detailed process.

Yeah I mean, it's good reminder for those of us broader defined silicon valley ecosystem, it's so easy to be like laz. I'm starting to start out. We're going to like take over this market or you like you actually need to be really careful about how you characterized things because you can end up in this nighter .

scenario yeah and even with perfectly innocent characterises of market dynamics can be undertaken out of context or paired with other information and can cause real questions about your intentions and and the potential yep.

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okay. I wanna talk a little bit about the M. L. Lesson and data, but maybe let's do that quick. And then I really want to talk about um zillow groups overall acquisition strategy and so how IT fits into the next few years and kind of captain, give you a chance to talk about that. So um let's do the let's talk about kind of yeah well.

real quake and they will rap up the the history of the the final twist in the story here is. Right before. So the ftc finally approves the merger and february ary and then IT IT goes through and you close the deal. But right before that happens, um both truly enzo were getting, I believe, if not a majority, a significant amount of your real estate listings from a company called list tub, which is a data provider which was actually owned by a third competitor in the market moved that com um which had I believed just been acquired by news corp um and least have actually cuts off ilo o truly, ilo truly and zillow from these data which are the life blood of your business.

And so you have this other wrinkle up like now you have to go rebuild your supply essentially from the ground up by signing direct direct data deals with all the the mls or multiple listing service for people who are not familiar with the market. These are local organizations that aggregate realistic listings as they come on the market. Um in each know each city, each each geography kind of within the country and there hundreds if not thousands of them and so all student now you guys have to go to his dev deals with all these books directly.

Would wow. Can you talk about that process what that was like?

sure. So um let me just tie that back to the ftc for a second because of course, one of our arguments to the ftc is how can we be a monopoly when our oil, which are isn't our listings, are controlled by a competitor whose sponsored by the national association real IT kind of bogles the mind to think we could be the monopoly when they provide us of these listings.

Um so you know the the the the cut off 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 sort of a plane way to put IT. One thing that people don't focus on is there is actually a pretty symbian relationship between zillow and trulia and lithuania. Lithuania primary business is not syndication of listings.

It's the sale of listing reports to agents that say things like your listing of one twenty three main street was viewed fifty times on zero. So 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 newsgroup, they were thinking about that business differently for me, strategic prospected.

So we had already engaged in a ton of effort um knowing that this could happen and not wanting to to you know 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, you know, one of the unforeseen benefits of the combination was that are increased scale share 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 acquire these listings. Then IT had been when we .

were on our round. Yeah, let's move on. I think been the rate frame to discuss um what you were talking about until as a strategy generally is S S quickly do acquisition category.

To me, this is pretty clearly a business line acquisition. Know well, I think I don't know. Maybe you think differently.

Sunny the way I was going to categorized IT. So cataline. And for our new listeners, we have several different categories, people, technology, product, business line asset, which is newly added or other. And in this scenario, what I really think was, was the way I look at this deal is it's a rapid way to expand the kind of core marketplace, uh, the zillow offer.

So on the supply side of the marketplace, you have um people who are looking at pages that display homes and on the demand yeah on the demand side of the the marketplace, you have real state agents that that want to advertise their services. And so so to me, you know this is just um providing uh is buying more supply and more demand and kind of putting the two together. There's all sorts of interesting point.

It's like I told you good with you. Like it's a business line acquisition but not a new business line.

It's the same business buying more supply and demand of the same business and kind like you having multiple marketplaces. But i'm having ways to, for example, that the the combined um portal for for uh real city agents to put there there the ability to to both those marketplaces multi yeah I I almost want to say asset in that case, but it's like an asset .

generating and I don't want to create another new category. We stuff ted into business line.

Yeah I know another way to say that is IT was sort of honestly kind of a time machine acquisition, right, just in what each of us was doing already put by putting IT together. So you're exactly right. It's both sides of supply and demand. And we each ed you combined got where we were going a lot faster.

Yes, very cool. How does this fit into what's the zillow group strategy for the next couple years? And and why if you've been doing the acquisitions you're doing and how does this feel into that picture?

yeah. So I mean that this one is pretty different than are other acquisitions because IT really was just an acceleration of our scale. Um in terms of overall strategy, I mean, we we continue to invest in a number of different things. You know dot loop is a good example of A A product that is designed to help real estate agents become more efficient and close more transactions more quickly, which in the end, we believe we'll make our advertising more valuable to them. Um it's also you know kind of doubling down on having agents embrace technology by closing transactions on online verses on paper so that that 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.

Um you know the other branded acquisitions, naked apartments, hot pads and C, D, C, are just continuing to build out our folio of brands so that we have something for everybody for whatever looking for you know hot pads tends to focus on Younger urban renters strategies is focused only on new york, primarily was focused on purchase and sale, but um always had a rentals product and now with the addition of naked apartments, has open rentals, which are in something that studies had not focused on before. And as we look at 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 one hundred and twenty five potential deals.

We think about you, will this accelerate something that we are already and and get us there faster? Is that something we haven't figured out yet? Um is another way of going but fundamental in every acquisition. What we start with this, we look at the people and decide whether they are people who we could work well with within our existing sillar group portfolio because ultimately, we we are requiring the people who have built these brilliant products and we want them to stay and we want them to be successful with us.

How do you think about you know when you acquire naked apartments or a hot pad, know those properties aren't being combined there. There are different websites with their own um ability to acquire traffic. Do you combine the the back end um you know real estate agent services? What what ways do you I hate using the word, but how do you achieve synergies and and why is that advantages for zillow group of those businesses?

Yeah so you know how how is a great example? You know, one of the things that that's pretty cool is we look at teams that are really good at certain things. And when how cos joined us, we realized, for example, that they were really good at ingesting rental feeds and Normalizing them to present them in a way that was useful to consumers.

So now a segment of the hop hats team is responsible for all rentals, listings, syndication throughout our entire platform. And so we tend to kind of pick and choose where there are strength within each of the teens strategy, for example, because they're a new york city brand very focused on vertical living. And you while they don't work directly on vertical living products for other brands, they certainly inform and educate our teams how to present a condo building versus a single family home.

very almost like a little reverse acquisition of of knowledge there to get that DNA up into the the rest of the .

illegal products 是 yeah.

let's let's move quickly into, uh, tech teams then, which is a one of our our favorite parts of the show. I had a tech theme written down. I'm going to mention a link to this in the show notes.

There was a great, great interview with rich burton in the new york times a couple years ago. The interview was focusing on like you're like this hit maker, you know you have expected you have zero. Rich is intimately involved in the origins of glass store and ovo and many other marketplace is really important marketplace businesses.

Know of what's your secret and and Richard said, think that I think about this is what what piece of marketplace information to people crave and don't have. Um I think it's really interesting. Zil is like a perfect example of that.

I like I want to know what my homes were, you know and I don't have that once you give that to me like like i'm like a mouse in a lab like you know turning the wheel to get the cheese. I want to know every week what's my homework? Th, and I think that was a really good, but the the other one I want to throw out quickly.

Um cattle, you've talked about a bit on the show. Um isn't so much a at the Normal level of technology themes for us on the show. But we talk being a VC in working with management teams and entrepreneurs and founders you know hiring a and building your organization from a people perspective takes as much time as anything else in the business, if not more time.

And we always talk about lic. It's so important to hire athletes and not literally athletes, although literally athletes can be great too. But you know what? What does that really mean? I think so.

And and your eminence strategy is a great example of that, of people who are very smart, very flexible. They're thinking and can adapt in over time, play multiple roles because that's what you need in a start up. You can't predict exactly where the markets gonna, where your products gonna go, your organization and. I think you guys i've done a really good job both in you're hiring, obviously of your management team um but also your acquisitions of looking for these types of people who can um evolve their thinking and evolve their abilities as the company does because that's going to be that's going to be the constant in a hybrid industry right now.

That's absolutely true. And yeah, I can give you a couple of specific examples. Es from the acquisitions, Susan damel ler, who now wan strategy here in new york city, which is where i'm standing right now, um he came to a spye of acquisition of the company buffoons.

O that SHE and her husband matt started and you know, as we needed a new leader for strategy, Susan, a map stepped in and now that they pay to play a key role in the in the street easy business, so know they went from running a very small company that was fox, on a sharing of information among co shoppers to now running strategy. So in a perfect example of that, just in the joy, who was the founder of diverse solutions, we've recently divested diverse solutions, but just and still with us running an entirely different product line. So we definitely look we look for a culture fit and I broad ability, subject matter expertise is important, but it's not the critical peace. And you'll see that throughout our management team as as we all move around in different rules and and expand our skill sets.

Very interesting and totally, totally validates the the the the text in my mine. So so what we do here at piner square labs has come up with new business ideas and then work on them and try to spin them out as as their own start up companies and so are always thinking about um you know how do we apply a framework from some business or or theme that's been successful in the the recent years to new businesses and one thing that uh zoo and truly are totally nailed is this idea that real world objects are also media.

And in traditional media companies you can sell advertisements um you know against content, against articles. People make photos. And something that zilla has done is I touched on this earlier. Theyve made IT a form of entertainment and I think that people do together to to share these listings a lot because it's so aspirational. And airbnb capitalizes on this too, where um a lot of traffic is they're not to buy, but just to like participate in that experience .

and wasted joke when I worked to the last few journal that this is house porn .

yeah and and and something that that folks miss a lot is we didn't have any real stateless things on zilla for the first three years. We only had disasters oh, wow.

wow, didn't didn't.

So wow, yeah it's I didn't know that he was there a business model. Then there was was IT kind of instruction.

You know I was not around. I'm sure that people had in mind all kinds of different ways um 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 that's also central to the investment thesis for trulia is 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. And should we move to a rendering a conclusion on that note.

I think so. So for me, this one is uh obviously is very reason. So some of the acquisitions we doing more looking back at bunge or companies that are ten, six years um in previous episodes, we have a lot of information to be able to render a conclusion on.

And in this case, you I think it's pretty new. But caine, you were saying, you know you look at the financials from each of the companies over the um entire you know existence of the companies and IT looks like kind of one third, two third. So the way that we generally grade this acquisition um is from the perspective of the acquire.

So from zl group's perspective, was this A B C D? And you know to me this is a solid b plus IT is it's sort of obvious um amazing that the network got that you guys did the network to really get the deal done. It's an acceptable to the business. Know IT IT has all kinds of returns, but you know our R S um and we said this and other other episodes are for these like ridiculous multiple text things .

in the the instagram.

the instagram, the android, the things that change the course or set of a business um and you know to me I think like we've talking about earlier um I feel like a beep loss with variance here and there to see where IT goes in the next few years.

What are the things for me? I per I was super impressed doing the research for this episode, reading reading the filings and talking to, you know like um you guys did just such like a professional um and elegant job, uh, valuing this deal, negotiating IT, making IT happen, dealing with all these road blocks along the way and um you know actually this will come up in my car about in a minute.

But um you know when the the ftc review and the and the list tub in our situation and even though you knew that might have been coming anyway, really impact kable java like this is like just an a plus execution deal. Yes, overall, I agree what you've you know it's a fantastic deal. But a when instagram is our benchmark, ah that's just a different class of of acquisition.

And uh you guys might uh ultimately have instagram type acquisitions that way surprise you on the upside. But you know you thought this would give you you knew exactly that this would boost you your traffic by thirty about a third. You paid a about a third of the combined company mark for IT made total sense. Um so i'm going to go also with with b and in the plus be plus be for the deal and plus for the execution. excEllent.

Well, I will humbly accept your components on the execution. Um I often said during the time that everything was happening that I felt like I was living in a textbook and the opportunity to participate in the deal like this in the way I played out really only comes along once in a lifetime. So IT was a fantastic experience for our whole team. Um and you know I think I think the pluses is fair because I think we're early days still in in reading the benefits of this combination. And as I said earlier, there are all kinds of ways in which we've benefit .

that we hadn't forseen right. Let's move a quickly into the the Taylor of our show. Um we have three quick sections follow on episode 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 and then Carry lts, my favorite at the end. First follow us, then snap ink.

Yeah well, i'll be buying some spectacles. les. I can tell you .

Snapchat is releasing ing basically like the cool version of a google glass and changing their name to snapping at the apple .

moment they are. And you when we talk about apple moment, I haven't been this excited about kind of like following a company sends like the early days of apple's renaissance. Ah K I can't help but feel like what what snapshot is doing right now um is so it's like smart and super ambitious and so expected.

I twisted this when, you know, they dropped cat and they just became snap ink IT reminds me of apple dropping computer from their new and they have ambitions far beyond being constrained to exactly the the form of they're now and I think that um no, there i've been thinking like, oh, there are this new form of communication but this kind of changes that 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 what you can do anything on this thing that the count for me. You know, you look at postmasters, they said you can order anything and neuber said, you can literally just me to drive you from here. There people immediately latched on to that, oh I get IT for taking me places and so I think with um you know google glass being who knows what I will do for you um what the spectacles does is here is just for this little thing.

We will see if we expand from there. But right now it's it's a toy. It's it's almost flam blind. It's crazy.

It's ridiculous. Trying out my my favorite take on this um as I saw bilgi retweet a tweet from one of the collisions brothers, the founders of straight saying something need a fact of IT is snapp chat with this movie like what is following snapshot in general like they're just so astonishingly original in what they do and I think that's like why they've kind of captured this. I guess um you know it's um they're not like, you know expert why it's you know even though this is google glass down, right? It's like whoever would have thought that snapshot would release sunglasses that take video like super cool kid, are you going to .

buy pair on my way now? I thought they were pretty cool and I have to say I like the blue lipsticks. Yeah actually see lot of comments about .

that um hot takes moving on from one social media empire, two you know on the rise to one potentially on the decline. Twitter who we talked about this with with alex from bloomberg on our lash show but also heating up.

Yes, I mean super interesting that the most credible member yet is is the disney. Yeah the potential disney offer coming in and awesome having alex on the lash o alex actually broke the story that know people familiar with the matter both from disney .

and from switch people not person right?

Um our our sources and of confirming that um that we were in talks. So uh seems to be a little out of the world work but makes a lot of sense when you think about disney other acquisitions of late. It's not just, you know Mickey mouse is really a media empire yeah if this is E S P N, why could they on twitter .

we've business made some great accusations that we ve talked about on the Sherry pixar lucas film. But 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 this new future in the information age? And they've done great things organically. No, magic bands are an incredible experience. If you haven't gotten to do IT yet at the part.

think you are your risk of the dissing parks.

But yeah, well, I don't know who knows what will happen with this. There will be an episode coming, i'm sure. Uh, next real quake hot take. Uh, we get some request for this in the slack channel.

Um this is pretty amazing company called APP love in uh that is a um mobile APP uh marketing broad based marketing firm, a customer acquisition, advertising and analytics um was just acquired by a chinese private equity firm for one point four billion dollars. They are basically bootstrapped. They'd raised about four million dollars and kind of seed money that they didn't really need. They're profitable the whole time. Um pretty incredible .

story yeah pretty unprecedented tab abstract company turn into that. They almost always have have institutional backing. And I think miley, come on on this one is is interesting to see how history repeats itself. And ten years ago, we were in the same place with email marketing in the start of one of .

the digital marketing that .

we talked about, whisky on exact target.

exactly, exactly. Now about, yes, okay, that's what we get. Uh, carvels been, yes.

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 is just something we've enjoy over the past few. Um there is a great video of floating around called the marvel symphonic universe and um it's it's on youtube and IT looks at um why is IT that we can uncommon on the the star wars James bond but when asked how about any of the marvel movies despite being the highest closing franchise ever in in hollywood, none of us can hum a marvel franchise .

team so that goes have no idea what the yeah when .

you started peeling that apart there one of the really interesting things that bring up his tempt music and it's so cool to watch what music the director used as temporary music like go yeah grabbed that one song from that other movie and throw until the the real music is written and composed for for this movie and it's it's .

a super interesting a ten minute watch so highly recommended IT ah that's fascinating um mine is uh book I just finish reading that lots people recommended to me is feel night. The founder of naki memoir shoe dog um and um had some personal significance for me because phil actually I went to went to stay for business school which or I studied on the night management center campus that fill a donated to stanford incredible incredible new campus for the business school that was constructed a few years ago and then fill gave the graduation speech at my my graduation um and he was um in many ways although we didn't know that the time kind of an outline of this book and I went back and we watched IT the book is antasari I mean, it's I was broadly you'd call a business book but it's really just the story of nike and and it's pretty incredible and then where my my favorite thing from IT is a in the introduction bill talks about going for a run in one thousand nine hundred and sixty two.

We just graduated from stanford, had this crazy idea to start you shoot company and he's just thinking like I have no idea where this is gonna go but i'm i'm just running and to keep running and a knock at a stop built stop. And that's a series like, I made so many mistakes, so many things I regret along the way, but like, it's skep going. And like, then stop and and that's where he is. A great book.

Very cool. Cathleen, need a car about .

sure minds a little more fibulas. My husband and I spend our free time traveling to music festivals and thought I would, uh, recommend the band of the summer, which for us was the struts. So if you are in need of a dose of glam rock, I would say, check cout.

love IT. Well.

um I think that is that's all we've got for today. So celine, where can our find you want winter?

You can find me at cathleen phillipps on twitter with one elen phillipps .

on disney twitter. Thank you again, kat ley, this has been super fun, and so always great to have a hometown, the allow company on the show.

IT was my pleasure. Thank you guys very much. Yeah.

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