BrokerageReal Estate

Zillow hit with multiple shareholder lawsuits

Company also warns investors to not take TRC Capital's mini-tender offer to purchase two million stock shares

Zillow’s Chief Operating Officer Jeremy Wacksman virtually appeared this September at a conference held by investment banking company Piper Sandler, and proclaimed, “The strength and the appeal for Zillow Offers just continues to grow. And we’re even more confident now that this is going to be a service really in all-weather markets.”

Six weeks after Wacksmans’ remarks, Zillow said it was winding down an iBuying program responsible for the majority of the company’s revenue and operating expenses. Zillow CEO Rich Barton stated Zillow Offers’ price forecasting model was too volatile.

A pair of lawsuits on behalf of Zillow investors cite this statement by Wacksman – and similar rosy claims in 2021 by Barton and Allen Parker, the company’s chief financial officer – as illegally misleading investors.

Shareholders routinely file lawsuits if a company’s stock price plunges, and these cases are no different. Zillow had a market value of $48 billion on Feb. 10 following a company earnings report; its market cap was $13.8 billion at the close of Nasdaq trading Monday.

But the Zillow lawsuits raise the question of whether executive’s upbeat pronouncements were not mere self-promotion but “materially false and/or misleading statements” in violation of the federal Securities Exchange Act.

Zillow has not yet filed a reply to the cases, and the company declined to comment on them, besides a statement that, “We are aware of the lawsuits filed recently and we are currently reviewing them. As a general practice, we do not discuss pending litigation.”

The first shareholder lawsuit was lodged Nov. 16 in federal court in Seattle on behalf of Dibakur Barua, and the proposed class action does not describe who Barua is other than someone who “purchased or otherwise acquired Zillow securities between February 10, 2021, and November 2, 2021.”

Besides the company, Barton, Parker, and Wacksman are each named as co-defendants. Statements, like those from Barton repeatedly calling Zillow Offers a “durable” service, “created in the market an unrealistically positive assessment of the company and its financial well-being and prospects, thus causing the company’s securities to be overvalued,” the lawsuit reads.

The Barua case has been assigned to Thomas Zilly, the judge presiding over real estate brokerage Rex’s lawsuit against Zillow and the National Association of Realtors.

The second lawsuit was filed Nov. 19 in Seattle federal court on behalf of Zillow investor Steve Silverberg. The Silverberg lawsuit also proposes a class action to collect monetary damages on behalf of plaintiffs who bought Zillow stock between Feb. 10 and Nov. 2.

Other lawyers, meanwhile, are on the hunt to find a plaintiff so they can file a lawsuit of their own against Zillow. A New York law firm, Brager Eagel & Squire, fired off a press release Monday that it “encourages investors to contact the firm.”

Besides lawsuits, Zillow is also contending with TRC Capital Investment Corporation, a Canadian company that on Monday offered to buy up to two million shares of Zillow’s Class C capital stock for $55 a share.

The offer to Zillow shareholders stands until Dec. 15, TRC Capital announced, and it is known as a “mini-tender offer.” A tender offer is when shareholders are solicited to sell their stock at a certain price during a particular time window. A mini-tender offer is when the soliciting investor looks to buy less than 5% of the company’s shares.

The Securities and Exchange Commission warns that mini-tender offers trigger little regulatory scrutiny, with a 2008 SEC note stating, “Some bidders make mini-tender offers at below market prices, hoping that they will catch investors off guard.”

(Zillow’s stock was actually trading at $54.26, or a hair less than $55 a share, at close of business Monday.)

Invoking this SEC language, Zillow advised its shareholders to reject TRC Capital’s solicitation.

A TRC Capital mini-tender offer appears common for companies in transition. A similar ask was made of Snap shareholders earlier this month, as the social media company’s stock price tumbled.

And General Electric also told its investors to reject a TRC Capital mini-tender offer in early October. Five weeks later, GE announced a split of its operations into three separate companies.

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