Acquired - Episode 22: Zillow + Trulia (with Zillow Group CFO Kathleen Philips)

Episode Date: October 14, 2016

CFO of Zillow Group Kathleen Philips joins Ben and David to cover the show’s first true “merger” versus “acquisition" (only took 22 episodes!), Zillow’s 2015 combination with Trulia... to form Zillow Group.   Note: our audio glitches unfortunately continued on this episode, and quality is rough. We recommend listening on speakers vs headphones if you’re able. We apologize and will be back to normal quality next time! Sponsors:ServiceNow: https://bit.ly/acqsnaiagentsHuntress: https://bit.ly/acqhuntressVanta: https://bit.ly/acquiredvantaMore Acquired!:Get email updates with hints on next episode and follow-ups from recent episodesJoin the SlackSubscribe to ACQ2Merch Store!Topics covered include: Zillow and Trulia’s beginnings during the “Web 2.0” era in the mid-2000’s Zillow, Trulia and other online players’ place within the massive US real estate marketThe lengthy “dance" between Zillow and Trulia and earlier aborted merger talks between the twoThe difficulty of "true mergers” among private companies and why the path is easier for public companies Public company shareholders’ influence and role in M&A transactions Details of the blazingly fast negotiations (27 days start to finish!) per disclosures in the  SEC filings (scroll down to "Background of the Mergers”)Structuring the deal and incentivizing Trulia and Zillow mangers to stay and continue growing as separate brandsTrulia cofounder Sami Inkinen’s whereabouts during the merger negotiations The experience going through a lengthy FTC review of the merger, and defining what the relevant “market” is the FTC should be consideringIntroducing our new acquisition category: a “timeline acquisition” ;) (h/t Kathleen)Zillow Group’s overall approach to acquisitions, folding into its broader HR strategy Zillow founder Rich Barton’s startup thesis of searching for "What piece of marketplace information do people crave and don’t have?"  Followups: Snap Inc. Spectacles!   Hot Takes: Twitter-Disney rumors, according to “people familiar with matter”! AppLovin’s journey from bootstrapped startup to $1.4B exit  The Carve Out: Ben: The Marvel Symphonic UniverseDavid:  Shoe Dog by Phil KnightKathleen: The Struts

Transcript
Discussion (0)
Starting point is 00:00:00 Hey, Acquired listeners. We hope you enjoy 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 next episode. Thanks for bearing with us. Is it you, is it you, is it you, who got the truth now? Is it you, is it you, is it you? Sit me down, say it straight, another story on the way, who got the truth? Welcome to episode 22 of Acquired, the podcast about technology acquisitions. I'm Ben Gilbert.
Starting point is 00:00:41 I'm David Rosenthal. And we are your hosts. We're on a serious roll here at Acquired, and we have an awesome, awesome guest for you today. I'm David Rosenthal. General Counsel. She 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. Okay, listeners, now is a great time to tell you about longtime friend of the show, ServiceNow. Yes, as you know, ServiceNow is the AI platform for business transformation.
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Starting point is 00:02:39 and make work better for everyone. Yep. So learn how you can put AI agents to work for your people by clicking the link in the show notes or going to servicenow.com slash AI dash agents. All right. Well, I think it's time to dive in. With that. 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 David, you lead, and have a discussion with Kathleen. Yeah, I'm sure lots and lots of good stuff will come up. As we joke on the show,
Starting point is 00:03:19 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 for I'm sure for Kathleen's sanity. So maybe I will do a very quick uh history and facts on the founding uh of both zillow and trulia and then um we'll jump into the acquisition process with kathleen um so uh zillow uh was founded in 2005 by rich barton and lloyd frank who previously had worked together at microsoft
Starting point is 00:04:02 here in seattle and 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 of, 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.
Starting point is 00:04:28 And Zillow is focused, as is Trulia, on the U.S. housing market and buying and selling of houses and real estate. And Zillow's big innovation that was the big brand that they launched with in 2006 was this concept of the Zestimate. So it was a data-driven estimate for every home in their database about what that home would be worth on the market. And this was, I believe, the first time that U.S. homeowners had any idea of what, you know, 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. Zillow, over its private company lifespan, raised about $80 million in venture capital from Benchmark, TCV, and others.
Starting point is 00:05:31 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 is based up here in Seattle, Trulia was founded a year earlier in 2004 in the Bay Area by Pete Flint and Sami 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 a 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 Trulia goes public in September of 2012. And that's where we pick up the story actually a little bit before then.
Starting point is 00:06:41 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? Or is that all right? And then number two, had you been at Zillow yet at this point? Yes, I joined Zillow in July of 2010, almost exactly a year before we completed our IPO. So 2010 through July of 2011, for me, was completely focused on getting that deal done. And then the rest of it, you got absolutely right. So you'd just gone public in 2011.
Starting point is 00:07:35 And then it must have been very shortly thereafter that you approached Trulia this first time. What was, were you guys kind of waiting to get public and then sort of approach Trulia from that position of strength there? How did, what was the thought process behind that? Yeah, so it was more a factor of us having, you know, 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 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.
Starting point is 00:08:30 And gosh, we know, you know, being on the VC side and working with many private companies, you know, 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 either company's stock is worth. That's absolutely true. And it's also a 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, you know, knowing our own business as we did and being able to tell a great story to the street. And not to mention, having,
Starting point is 00:09:16 you know, when when public companies acquire one another, all the all their financial data is available to the public, whereas when you're private, it's not. So in this round of talks in 2011, Trulia does end up hiring an investment bank as an advisor. They hire 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?
Starting point is 00:09:58 Oh, definitely. I mean, it was such a natural thing for them to be doing. You know, 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 to IPO for them to IPO first and give investors confidence in this sort of business? We never really thought about it, um, with respect to them. And we, we were always a much larger player. Um, so, you know, we, we were charting our own course. Um, so we, we didn't really think about our timing relative to theirs. Got it. Yep. So talks break down again for the second time um and in september of 2012 julia completes their ipo
Starting point is 00:10:46 uh and uh continues executing as a public company for a while as a zillow at this point and um i believe during the first couple years um i didn't look up the exact number but i'm remembering uh i remember it super well when zillow went public. It was one of the first Seattle tech companies to go public in a long time. And Zillow's market cap, I believe, was what, right around $600-$700 million at IPO? Yeah, 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 note 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.
Starting point is 00:11:39 Yeah. I mean, the growth was just incredible and still is. But in those early years as a public company. And by this point, you know, after Trulia's IPO and 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 of years go 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 would come together. And so you guys take an interesting step
Starting point is 00:12:26 and you go 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.
Starting point is 00:12:55 So our major shareholders also held a stake in Trulia. So this was not a matter of us approaching Trul truly 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 invest of this of our investors all along who were invested in both was that ultimately there would be a transaction. You know, they had no ability to predict when or to direct that. But it was such natural industrial logic that that was part of what they were betting on. That makes sense. And at this point in time, and I'm sure still the thesis of a lot of public company investors, public markets investors that hold Zillow 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 estate is still tiny compared to
Starting point is 00:13:53 the whole market. And we just want to invest in that wave that's coming. That's absolutely right. And 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 see this huge opportunity ahead of us still. Yeah, it's incredible. It still boggles my mind, having followed this market closely for several years, how little of the real estate market is, as you said, being touched by any online player, whether it's you
Starting point is 00:14:46 guys or Redfin or other folks. And having shopped for houses myself online, I can't imagine doing the old way through newspapers or just working with offline agents. Yeah. I mean, it is remarkable. And obviously, it's a key 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 the reason is because the opportunity right in front of us is so huge that we try to stay focused on that.
Starting point is 00:15:32 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 kind of live on Zillow for entertainment value. I mean, it's amazing how... And you're not a homeowner. Right, right. Yeah, I 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 well we hope so right i mean that's i would imagine you have massively it's significantly more than than
Starting point is 00:16:21 four percent of millennials buying homes right it has to be many multiples of that, but significantly less than older generations. 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 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 taken 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,
Starting point is 00:17:04 which wasn't happening a handful of years ago. So, you know, it's great because it's a great, you know, 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. Yeah, it's absolutely. We see it every day in our peer group. I mean, 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 conversation starts shifting to like,
Starting point is 00:17:36 what's the real estate market like? And like, oh, yeah, I've been home shopping, and I 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 30s are really thinking about settling down
Starting point is 00:17:59 and suddenly, you know, it's not uncool to be a homeowner anymore. Yeah. And with the market such as it is and how competitive, I can't imagine not having these online tools to help navigate it. Oh, for sure. So getting back to the drama of the deal. So you'd spoken to shareholders and obviously they were holding, if they were already holding both stocks, their thesis was, uh,
Starting point is 00:18:25 I would imagine quite supportive of a, of a combination. Um, in early June, uh, you guys end up hiring Goldman Sachs as an advisor, uh, before you approach, uh, Trulia again. Um, and then this is where, uh, the, the day by day, uh, we'll link to this in the show notes, uh, the day by day negotiations, uh uh in the filing are um just start to play out and it's it's so much fun to read um so apparently on june 3rd uh rich barton uh contacts pete flint the riches is at that point was rich still the ceo of zillow or did he move to no spencer became ceo prior to our ipo our IPO. And Rich was chairman throughout that time and still is. Got it.
Starting point is 00:19:07 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. And, quote, 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,
Starting point is 00:19:39 we were pretty fierce competitors for a long time. We each admired what the other was doing, 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 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, um, you know, both sides probably, I can only imagine the amount of posturing, like you want to show strength because even though,
Starting point is 00:20:19 you know, both sides might feel, and obviously did in the end field that a combination was, um, 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. I mean, we we owe nothing less to our shareholders. Right. So both parties are interested in getting the best terms possible, as did the, you know, Pete and 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 of days later, rich, um,
Starting point is 00:21:05 does send the letter to Pete and to Greg Waldorf, uh, who was truly as the director had in the previous negotiations, had things gotten to that point before? Had you had, was it, was there, had you guys put a,
Starting point is 00:21:18 put a deal on the table, so to speak, or was this a new tactic you were taking? Um, we had not directly put anything before the Trulia board. We had had, I recall, one meeting with more representatives of management on both sides. And I expect and am 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,
Starting point is 00:21:51 of the offer a little bit. I mean, it's the process must've been a whirlwind. I mean, it was six weeks, 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 couple of years, but, you know, 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
Starting point is 00:22:26 start diligence to July 28th when we announced the merger, we did full diligence and negotiation of the acquisition agreement. So 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 Zillow. 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, but we try to get them kicked off and done, um, to avoid distraction, to avoid risk of us losing
Starting point is 00:23:10 the deal. And like I said, to get back to business as usual. Yeah. Which, and as we were talking about before the show, I mean, one of the things that I, uh, really admire about getting to know, uh, some of, some of the folks at Zillow over the last couple of years, um, you know, and it's important for our audience to know, Kathleen, it's not like your only job was to be head of corp 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
Starting point is 00:23:47 development, I had the whole people organization. And people are our most valuable asset. 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. the private company side, you guys converged on a number pretty quickly. I mean, there's a range there from, you know, 30 of your first offer to Pete coming back after a few rounds with 37. But like, that's not a lot of difference compared to, you know, I'm used to, well, we think 10% and we think, you know, 60%. You know, how did you guys, you know, think of structured things like,
Starting point is 00:24:43 I'm sure this helped it move along much faster. Were there specific things that you did that got that range tight very quickly? Yeah. So, I mean, I wish I could say we're some kind of 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 kind of two-thirds and they were one-third. So it was a pretty natural way to think about the valuation. And interestingly, even now, a year post-closing in terms of lead volume, it still is about two-third to one-third. So we really were quibbling at the margin there
Starting point is 00:25:27 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 talk again. And on that conversation, they basically agree like yep 33 is what makes sense here um 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
Starting point is 00:26:03 team and employees um especially for you given you given that you were in charge of people at the time too. How did you guys start to think about that? The final package, I believe, we'll get to at the end, but I believe ends up being $33 million in equity retention for Trulia 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 Trulia management and thinking about who did we need
Starting point is 00:26:45 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, being 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.
Starting point is 00:27:25 The plan was never, or at least at the beginning, not immediately, to combine the two products. I mean, they're still very much separate brands, separate products, separate sites with separate customer bases. So of course, you needed Trulia management to stay involved and motivated, and they were obviously very good at running Trulia. Um, how did you guys at Zillow sort of evaluate from that spectrum of completely independent Trulia within the Zillow group umbrella to merging Trulia directly with, with Zillow.com? Um, what was that evaluation process like? Well, we always knew that we wanted to keep both brands. You know,
Starting point is 00:28:07 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. 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 aligned. And we knew that there were, you know, consumers out in the marketplace who strongly preferred one over the other. So there never was any question about, you know, just folding the Trulia 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 more industrial type mergers of competitors,
Starting point is 00:29:01 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. A perfect example of that is there's a substantial development team in San Francisco that were former Trulia 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 it was a goldmine 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 you mentioned the premier agent, I guess, product or business line.
Starting point is 00:29:52 Can you talk a little bit more about that and what the strategy is behind subscription-based advertising product where 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 the agents are advertising on both Zillow and Trulia. And it has been, you know, it is the workhorse of our revenue. Definitely 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,
Starting point is 00:30:58 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 as opposed to the industrial economy, aggregating customers and having the best customer experience and ability to do that is the winning strategy
Starting point is 00:31:21 versus in an industrial economy where distribution is costly and has friction. You want to aggregate distribution and think about customers second. And one of the things I love about the Zillow Group business and this merger in particular is it's such a pure play example of that. There are these levers in distribution that by being internet-based, you have. And then by combining these businesses, whether it's acquiring the data feeds about data on homes and home sales, which we'll get into in a minute because there's more drama to come there, or advertising sales, or what have you, website backends, it doesn't make sense for any of that to be separate.
Starting point is 00:32:06 But what does make sense 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 homeowner, homebuyer customer. It's cool to watch. And so when you guys 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. You know, we were most focused on the acceleration of our audience growth, which is, you know, natural when you're running an Internet media business.
Starting point is 00:32:58 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. I mean, we struggled and I think we're going to get to this a little bit later about the listings drama. We struggled in acquiring listings 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 the dominant real estate brand on the web and say, oh, no, it's not in our seller's interest to have their listings on Zillow or Trulia. It's unfathomable to make that argument anymore. So our ability to attract direct listings was certainly strengthened by this acquisition because of the scale.
Starting point is 00:33:45 And that perfectly follows the same framework that you can apply to Facebook or Google that if it's what the users want and it's what the people on their app or their website, the best user experience they can flock to, it gives you enormous power in getting the content to get in front of them and then run whatever business you want to on top of that. And in Zillow and Trulia's case, it's selling advertisements to the real estate agents who want to list next to those properties. Yeah. Ben, you're bleeding into my tech theme, but all right, let's get through the acquisition drama, which is still more juice to come. And then we'll get into the also fun stuff on tech themes.
Starting point is 00:34:30 Trulia's board comes back with a counteroffer at 34.5%. And then also includes official terms on some of the non-price 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, Trulia could still entertain other offers from other potential acquirers.
Starting point is 00:34:56 They also wanted a fairly large breakup fee in case the merger didn't happen that Zillow 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 costs that the two parties believe that Trulia could be spending focusing
Starting point is 00:35:19 on their own operations instead of being distracted by a deal that didn't go through. So I mean, just imagine how many people and how much time it would take to justify $150 million of value. Yeah. And interestingly, not even a day goes by, the Zillow board basically says right off the bat, like, nope, not going to fly. No way. 33% final offer and no go shop 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 kind of push each other around. So I don't recall that there was any particular shock.
Starting point is 00:36:19 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. And 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, you know, 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, the merger gets announced and you start working towards close. And 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.
Starting point is 00:37:05 You have to picture, you know, 50 people or so at Zillow working on the merger agreement and all the diligence because we needed to announce it right away. So, you know, it 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 certainly the most amusing part of this deal that I was going to bring up after you close on announce on July 28th. And then news comes out and the market reacts. But news also comes out then that Trulia's co-founder, not Pete, but Sami Inkaden, was literally in a rowboat, in a cruise skull, rowing across the Pacific Ocean
Starting point is 00:38:01 for the entire time that this negotiation was going on. That is right. That is right. I don't know what it was like in that boat, but we probably would, you know, jockey to say who was feeling a little bit more miserable at the time. And so he was, he was, he and his wife, the two of them in a rowboat, you know, in a rowboat, in a cruise call, rowing thousands of miles across the Pacific Ocean to Hawaii from California. Were you able to reach him by satellite phone?
Starting point is 00:38:34 What was that like? You know, I 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 making sure they were safe out on the boat.
Starting point is 00:38:52 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 the deal. That's a first here on Aquarium. Yeah, that is a first. We've never had a story like that. It's pretty awesome. He seems like quite a cool guy and character, as you would imagine from that.
Starting point is 00:39:21 So that was sort of all the pre-closed challenges. But then the 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 Trulianzilla was not, but whether this merger would create a monopoly in the market, which obviously would be illegal. And so typically, they'll do one request, but in this case, they did two. And that's usually taken as a bad sign by the market. And indeed, when that happened, the share prices reacted negatively.
Starting point is 00:40:06 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 D.C. full-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 pricing power in the market based upon the combination.
Starting point is 00:40:50 And, you know, the FTC was having fits and starts about, you know, is the online real estate portal market a market unto itself? And, you know, our view 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 stat about that is what I mentioned at the beginning of this conversation, which is, you know, we think we touch about 4% of transactions. And 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 reached the right decision.
Starting point is 00:41:37 But I had a lot of sleepless 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 counsel, right? Right. Well, I have 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. So 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? 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.
Starting point is 00:42:28 Yeah. So they look at it through many, many different lenses. We had multiple economic experts, many, many antitrust lawyers who work on these kinds of cases 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 process in our transaction because the pricing power they were thinking about, of course, our products are all free to consumers, was will the price of online real estate advertising be impacted by this combination for real estate agents? So does it become more expensive for real estate agents
Starting point is 00:43:18 to advertise simply by virtue of this combination? Yeah. How deep did they go? I mean, I imagine it was a six month review and you practically lived in Washington for four months. I mean, were 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. You 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.
Starting point is 00:44:13 So it was an incredibly in-depth and detailed process. Yeah, I mean, it's a good reminder for those of us, you know, in, broader defined Silicon Valley ecosystem. It's so easy to be like, blase about, oh, I'm starting a startup. We're going to like take over this market. Or, you know, just like, you actually need to be really careful about how you characterize things. Because you could end up in this nightmare scenario. Yeah. And even with, you know, perfectly innocent characterizations of market dynamics can be, you know, taken out of context or paired with other information and can cause real questions about your intentions and the
Starting point is 00:44:51 potential outcome. Yep. All right, listeners, our next sponsor is a new friend of the show, Huntress. Huntress is one of the fastest growing and most loved cybersecurity companies today. It's purpose built for small to mid-sized businesses and provides enterprise-grade security with the technology, services, and expertise needed to protect you. They offer a revolutionary approach to manage cybersecurity that isn't only about tech, it's about real people providing real defense around the clock. So how does it work? Well, you probably already know this, but it has become pretty trivial for an entry-level hacker to buy access and data about
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Starting point is 00:47:10 the MLSs and data piece. 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. um let's do the let's talk about kind of yeah well real quick and then we'll wrap up the the history uh the the final twist in the story here is right before so the FTC finally
Starting point is 00:47:36 approves the the merger in February and then it goes through and you close the deal but right before that happens um both Trulia and Zillow were getting i believe if not a majority a significant amount of your real estate listings from a company called list hub which is a data provider which was actually owned by a third competitor in the market uh move.com um which had i believe just been acquired by news corp. And ListHub actually cuts off both Trulia and Zillow from these data feeds, which are the lifeblood of your business. And 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
Starting point is 00:48:26 with the market. These are local organizations that aggregate real estate listings as they come on the market in each city, 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 do biz dev deals with all these folks directly. Wow. Can you just talk about that process and what that was like? Sure. So 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 is our listings, are controlled by a competitor who's sponsored
Starting point is 00:49:06 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. So the 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. One thing that people don't focus on is there was actually a pretty
Starting point is 00:49:50 symbiotic relationship between Zillow 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, your listing on 123 Main Street was viewed 50 times on Zillow. 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 News Corp, 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
Starting point is 00:50:32 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, you know, 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, you know, 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. Yep. Let's move on. I think, Ben, the right frame to discuss what you were talking about in Zillow's M&A strategy generally is let's quickly do acquisition category. To me, this is pretty clearly a business line acquisition of, well, I guess, I don't know,
Starting point is 00:51:18 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 newly 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 kind of core marketplace that Zillow offers. So, you know, on the supply side of the marketplace, you have people who are looking at pages that display homes and on the demands or yeah, on the demand side of the marketplace, you have real estate agents that want to advertise their services. And so, so to me, you know, this is just providing, it's buying more supply and more demand and kind of putting the two together. And there's all sorts of interesting ways to...
Starting point is 00:52:13 Yeah, it's a 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 having multiple marketplaces, but having ways to, for example, the combined portal for real estate agents to put their ads on both,
Starting point is 00:52:36 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 product. I don't want to create another new category. That's when I stuffed it into 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 what each of us was doing already 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. How does this fit into, you know, what's the Zillow Group strategy for the next
Starting point is 00:53:18 couple of years? And why have you been doing the acquisitions you're doing? And how does this fit into that picture? Yeah, 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. You know, Dotloop is a good example of 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 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. So 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, Hotpads,
Starting point is 00:54:26 and StreetEasy 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, Hotpads tends to focus on younger urban renters. StreetEasy is 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 something that StreetEasy 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, you know, will this accelerate something that we are already doing and get us there faster? Is it something we haven't figured
Starting point is 00:55:17 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 and 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, those properties aren't being combined. They're different websites with their own ability to acquire traffic. Do you combine the back end real estate agent services or what ways do you, I hate using the word, but how do you achieve synergies? And why is it advantageous for Zillow Group to own those businesses?
Starting point is 00:56:11 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 listing syndication throughout our entire platform. And so we tend to kind of pick and choose where there are strengths within each of the teams. StreetEasy, for example, because they're a New York City brand, very focused on vertical living. And while they don't work directly on vertical living products for our other brands, they certainly inform and educate our teams about how to present a condo building versus a single family home.
Starting point is 00:57:03 Very cool. So it's almost like a little reverse acquisition of knowledge there to get that DNA up into the rest of the Zillow Group products. Sure. Yeah. Let's move quickly into tech themes then, which is one of our favorite parts of the show. I had a tech theme written down that I'm going to mention and we'll link to this in the show
Starting point is 00:57:22 notes. There was a great, great interview with Rich Barton in the New York Times a couple of years ago. The interview was focusing on like, you're like this hit maker, you know, you have Expedia, you have Zillow. Rich was intimately involved in the origins of Glassdoor and Avvo and many other marketplace-based, really, you know, important marketplace-based businesses. You know, kind of what's your secret? And Rich said, the thing that I think about is, quote, what piece of marketplace information do people crave and don't have? I think that's really interesting. Zillow is like a perfect example of that. Like, I want to know what my home's worth, you know, and I don't have that. And once you give that to me,
Starting point is 00:58:02 like, 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, Kathleen, 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
Starting point is 00:58:27 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. And we always talk about like, oh, it's so important to hire athletes, you know, like not literally athletes, although literally athletes can be great, too. But, you know, and like, well, what does that really mean? And 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 I think you guys have done a really good job, both in your hiring, obviously, of your management team, but also your
Starting point is 00:59:14 acquisitions of looking for these types of people who can evolve their thinking and evolve their abilities as the company does, because that's going to be the constant in a high growth industry. Right. No, that's absolutely true. And I can give you a couple of specific examples from the acquisitions. Susan Daimler, who now runs StreetEasy 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. And, 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
Starting point is 01:00:03 to now running StreetEasy. So, you know, perfect example of that, Justin 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 skill sets. Very interesting. And 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
Starting point is 01:00:51 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 Trulia totally nailed is this idea that real world objects are also media. And in traditional media companies, you can sell advertisements, you know, against content, against articles people make 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 participate in that experience. We used to joke when I worked at the Wall Street Journal that this was house porn. Oh, yeah.
Starting point is 01:01:42 I mean, 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 those estimates oh wow wow didn't did not so wow yeah it's um i didn't know that in the was there a business model then or was uh was it kind of in construction you know i was not. 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 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.
Starting point is 01:02:35 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 Bungie or companies that are 10 plus years old, in previous episodes, we have a lot of information to be able to render a conclusion on. And in this case, you know, I think it's pretty new. But Kathleen, like you were saying, you know, you look at the financials from each of the companies over the 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 is from the perspective of the acquirer. So from Zillow Group's perspective, was this an A, B, C, D? And, you know, to me,
Starting point is 01:03:19 this is a solid B plus. It's sort of obvious. It's amazing 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. Yeah, the Instagrams, the Androids, the things that change the course or save a business. And 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 think is right.
Starting point is 01:04:01 One of the things for me, I was super impressed doing the research for this episode reading reading the filings and then you know talking to you now like um you guys did just such like a professional uh and um elegant job uh valuing this deal negotiating it making it happen dealing with all these roadblocks along the way and um you know actually this will come up in my carve out in a minute but um you know when the the ftc review and the um and the list hub you know situation even though you knew that might have been coming anyway um really impeccable java like this is like just a an a plus execution deal yes overall I agree with you, Ben.
Starting point is 01:04:47 It'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.
Starting point is 01:05:06 You paid about a third of the combined company market cap for it. It made total sense. So I'm going to go also 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. So it was a fantastic experience for our whole team. And, you know, I think B plus is fair because I think we're early
Starting point is 01:05:46 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 hadn't foreseen. Yeah. All right. Let's move quickly into the tail end of our show. We have three quick quick sections follow-ups on episodes we've done in the past where new news has come out uh hot takes on deals that are relevant in the moment in the press and uh and then carve outs uh my favorite at the end first follow-ups ben um snap inc yeah i mean well i'll be buying some spectacles i can tell you how that much. Snapchat is releasing basically the cool version of Google Glass and changing their name to Snap Inc. Had an Apple moment.
Starting point is 01:06:31 They are. And when we talk about Apple moment, I haven't been this excited about following a company since the early days of Apple's renaissance. 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, you know,
Starting point is 01:06:54 they dropped chat and they just became Snap Inc. 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, you know, I've been thinking like, oh, they're this new form of communication. But this kind of changes it outside the software world.
Starting point is 01:07:15 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 can do anything on this thing. The comp for me is, you know, you look at Postmates and they of like you can do anything on this thing that the 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 yeah it's for taking me places and so i think with um you know google glass being who knows what it will do for you um 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 um my favorite take on this uh was i saw um bill girley retweeted a tweet from one of the collison brothers the founders of stripe um uh saying something to the effect of it is uh
Starting point is 01:08:03 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 zeitgeist uh you know it's um they'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 gonna buy a pair i'm on my way now no i thought they were pretty cool and i have to say i like the blue lipstick too i've actually seen lots of comments about that um hot takes moving on from one social media empire to you know know, on the rise to one
Starting point is 01:08:47 potentially on the decline. Twitter, we talked about this 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 the Disney, the potential Disney offer coming in. And awesome having Alex on the last show. Alex actually broke the story that people familiar with the matter, both from Disney and from Twitter. People, Ben. People, not a person. That's right. Our sources in kind of confirming that the two were in talks.
Starting point is 01:09:19 So it 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 Mickey Mouse. It's really a media empire. If Disney owns ESPN, why couldn't they own Twitter? Disney's made some great acquisitions that we've talked about on the show already. Pixar, Lucasfilm. But like so many companies these days, they face, as successful as they are, they're an industrial-age company.
Starting point is 01:09:46 And what is Disney's future in the information age? And they've done great things organically. Magic bands are an incredible experience if you haven't gotten to do it yet at the parks. That's the thing you wear on your wrist at the Disney parks. But yeah, well, I don't know. Who knows what will happen with this? There will be an episode coming, I'm sure. Next, real quick hot take. We got some requests for this in the Slack channel. This is pretty amazing.
Starting point is 01:10:10 A company called Applovin 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. They were 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.
Starting point is 01:10:46 And I think 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 ExactTarget. Exactly. Exactly. Now seeing it in the mobile era. Yep. Okay.
Starting point is 01:11:03 That's what we got. Carveouts. Ben. Yeah. now seeing it in the in the mobile era yeah okay that's what we got uh carve outs ben yeah so for for any new listeners this is a thing that is unrelated to the episode uh or really the theme of the show in general but it's just something uh something we've enjoyed over the past few weeks um there's a great video floating around called the marvel symphonic universe and uh it's it's on youtube and it looks at um why is it that we can on command hum the theme of star wars um james bond but when asked how 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 into that. Yeah, I have no idea what the... Yeah, when you start peeling that apart,
Starting point is 01:11:47 one of the really interesting things they bring up is temp music. And it's so cool to watch what music the 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
Starting point is 01:12:12 that lots of people recommended to me. It's Phil Knight, the founder of Nike's memoir, Shoe Dog. And it had some personal significance for me because Phil actually, I went to Stanford Business School, memoir shoe dog uh and um had some personal significance for me because phil actually uh i went to went to stanford business school which or i studied on the knight management center campus that phil uh donated to stanford an incredible incredible new campus for the business school that was constructed a few years ago and then phil uh gave the graduation speech at my at my graduation um and it was uh in many ways although we didn't know it at the time kind of an outline and then Phil gave the graduation speech at my graduation.
Starting point is 01:12:49 And it was, in 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 the introduction Phil talks about you know going for a run in 1962 he just graduated from
Starting point is 01:13:10 Stanford had this crazy idea to start a you know shoe company and um you know this he's just thinking like I have no idea where this is gonna go but I'm just I'm just running I'm gonna keep running and I'm not gonna stop don't stop and that's just you know he's like I made so many mistakes so many things I regret along the way but like I just kept going and stop. Don't stop. And that's just, you know, he's like, I made so many mistakes, so many things I regret along the way, but like I just kept going and like didn't stop. And, um, and that's where he is today. A great book. Very cool. Kathleen, do you have a carve out? Sure. Um, mine's a little more frivolous.
Starting point is 01:13:38 My husband and I spend our free time traveling to, uh, 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. Love it.
Starting point is 01:13:53 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 L in Phillips. On Disney Twitter. That's right.
Starting point is 01:14:09 Thank you again, Kathleen. This has been super fun. And also always great to have a hometown Seattle company on the show. That's right. It was my pleasure. Thank you guys very much.
Starting point is 01:14:20 Yeah. We want to thank our longtime friend of the show, Vanta, the leading trust management platform. Vanta, of course, automates your security reviews and compliance efforts. So frameworks like SOC 2, ISO 27001, GDPR, and HIPAA compliance and monitoring, Vanta takes care of these otherwise incredibly time and resource draining efforts for your organization and makes them fast and simple. Yeah, Vanta is the perfect example of the quote that we talk about all the time here on Acquired. Jeff Bezos, his idea that a company should only focus on what actually makes your beer
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