1. IPO REPORT
TRULIA INC.
By:
Stephanie Elo-chukwuma
Paige Holland
Thi Ngo
Abstract
Through an initial public offering(IPO),a privatecompany transforms into a public company.
This process involves a substantial number of lengthy documents through which details of
the proposed offering aredisclosed to potential purchasers.This reportbriefly summarizes
the most relevantinformation about the IPO process of Trulia,Inc.
2. CONTENTS
SUMMARY OF THE BUSINESS ..............................................................2
FRONT PAGE – 424B............................................................................3
THE OFFERING.....................................................................................4
RISK FACTORS/MANAGEMENT’S DISCUSSION AND ANALYSIS ..........4
UNDERWRITERING..............................................................................5
SHARES ELIGIBLE FOR FUTURE SALE.................................................6
FINANCIAL STATEMENTS....................................................................6
WRDS INFORMATION..........................................................................6
3. IPO REPORT FOR TRULIA, INC.
SUMMARYOF THE BUSINESS
Trulia is an online and mobile application marketplace for real estate professionals
and consumers. The app allows buyers, sellers, and real estate professionals to
research current listings as well as demographic information within the search area.
Consumers are able to find information on schools, crime, neighborhood amenities,
and more. Real estate professionals are able to market and promote their listings.
Trulia has a fantastic user interface making the experience of both the potential
home buyer and the real estate professional superior to that of similar applications.
The company was founded in 2004 by Sami Inkinen and Pete Flint.
Initial registration date:
- Trulia’s form S1 was filed on August 17, 2012
Proposed maximum offering price:
- An amount of $75,000,000 was anticipated on Trulia’s form S1 as their
proposed maximum offering.
Estimated offer price and number of shares:
- The estimated high and low price listed on the S-1/A were: Low - $14 High -
$16
- The number of estimated shares to be issued was: 5,000,000 + 1,000,000
(from selling stockholders) = 6,000,000 shares
- This was gotten from the Amendment 1, S-1/A. Date: September 6, 2012
*There were no amendments offered to change the original offering price of $14-
$16.
Notice of Effectiveness:
The offering became effective
- Date: September 19, 2012
- Time: 4:00pm
4. FRONTPAGE – 424B
Offer date:
- The date of the prospectus was September 19, 2012
Shares issued:
- 6,000,000 shares were issued at a price of $7/share
The total number of shares issued comprised of:
- Primary shares: 5,000,000
- Secondary shares: 1,000,000
Offer price per share:
- The shares were offered at $17/share.
Total proceeds:
Using the offer price and the total number of shares issued, Trulia had total
proceeds of:
- $17 x 6,000,000 = $102,000,000
Underwriting discount:
The underwriting discount per share totaled:
- $1.19 x 6,000,000 = $7,140,000
Percent underwriting discount:
- $1.19 / $17 = 7%
Net proceeds per share:
- The net proceed per share for Trulia was $15.81
Lead underwriter:
- The lead underwriter for the IPO was JP Morgan
5. THE OFFERING
Number of shares outstanding after the offering: 26,376,654
% Number of primary shares being offered:
Using the primary shares and the number of shares outstanding after the IPO, the %
offered is:
- 5,000,000 / 26,376,654 = 18.96%
Use of proceeds summary:
Trulia will use the proceeds from the offering for working capital and other general
corporate purposes. It’s also possible that Trulia will look to acquire or invest in
similar businesses. While these are Trulia’s intentions for the use of the proceeds,
there is no certainty that the proceeds will be used in this manner. In the meantime,
Trulia will invest the proceeds in short-term, liquid securities.
Ticker symbol:
The ticker symbol for Trulia is - TRLA
Exchange: NYSE
RISK FACTORS/MANAGEMENT’S DISCUSSION ANDANALYSIS
COMPETITORS
Principal competitors for consumers include:
• Print media, including local newspapers, magazines, and home/apartment
guide publications;
• Online real estate marketplaces such as Homes.com, MSN Real Estate,
Realtor.com, Yahoo! Real Estate, and Zillow;
• Online brokerage service providers such as Redfin and ZipRealty;
• MLSs across the United States;
• Full-service real estate brokerage service providers such as Century 21 and
Coldwell Banker;
• Online rental listing providers such as ApartmentGuide.com and Rent.com;
6. • General online classifieds such as Craigslist; and
• Websites of real estate brokerages and individual agents.
Principal competitors for real estate professionals include:
• Print media, including local newspapers, magazines, and home/apartment
guide publications;
• Other traditional media, including television and radio;
• Other online real estate marketplaces;
• Social networking services such as Facebook and Twitter;
• Search engines such as Bing, Google, and Yahoo!;
• Websites offering display advertising; and
• Email marketing software and tools.
Trulia faces competition to attract advertisers to market their products on their
website. The basis of competition includes size, demographics, and overall
attractiveness of an audience; pricing; and the ability to target desired audience
segments.
UNDERWRITERING
The number of shares allocated to each underwriter are as follows:
Underwriter Number of Shares
J.P. Morgan Securities LLC 2,190,000
Deutsche Bank Securities Inc. 2,130,000
RBC Capital Markets, LLC 600,000
Needham & Company, LLC 540,000
William Blair & Company, L.L.C. 540,000
Total 6,000,000
7. SHARES ELIGIBLE FOR FUTURE SALE
LOCKUP RESTRICTIONS
Lock-up agreement expiration: The lock-up agreement expires after 180 days.
There are some exceptions based on the performance of the stock in the 30 and 90
days following the prospectus allowing certain shareholders release from the lockup
restriction, however the executive officers are not eligible for this early release
opportunity.
FINANCIALSTATEMENTS
Auditing firm:
The auditing firm is Deloitte & Touche LLP
Positive Net Income:
Trulia did not have a positive net income in the year immediately before the
offering. They actually had a substantial net loss of - $6,155,000
WRDS INFORMATION
Trulia’s Opening stock price was = $22.10
Using the offering price and the stock’s opening price, investors had an initial return
of:
- ($22.10/$17) – 1 = 30% return
Holding period returns for different intervals for Trulia, the CRSP value weighted
index and one of Trulia’s competitors *(ZipRealty which has the ticker symbol -
ZIRP) are as follows:
DAYS TRLA VW ZIRP
21 days -6.50% -1.64% -20.71%
22-63 days -29.14% 0.87% -23.57%
64-126 days 92.26% 9.52% 98.28%
127-252 days 57.67% 9.50% 61.34%
8. The abnormal (market adjusted) returns for the 5 days surrounding the lock-up
expiration. (*using the CRSP VW index as the market):
DATES DAYS TRLA INDEX ABNOMAL
06/10/2013 178 0.16% 0.02% 0.14%
06/11/2013 179 -2.64% -1.09% -1.55%
06/12/2013 180 -3.14% -0.81% -2.32%
06/13/2013 181 1.53% 1.50% 0.03%
06/14/2013 182 -1.41% -0.54% -0.87%
TOTAL -4.57%
Statistical measures calculated for Trulia and ZipRealty (*using the first 252 trading
days after the IPO.
TRLA ZIRP VW
Arithmetic Average 0.36% 0.33% 0.07%
Geometric Average 0.28% 0.27% 0.07%
Standard Deviation 0.040 0.035 0.007
Correlation TRLA 1.000 0.521 0.250
Correlation Z 0.521 1.000 0.336
Correlation VW 0.250 0.336 1.000
Beta 1.375 1.637 1.000