LegalZoom Announces Secondary Offering of Shares of Common Stock and Concurrent Stock Repurchase
06 Setembro 2023 - 5:13PM
LegalZoom.com, Inc. (Nasdaq: LZ) announced today that a selling
stockholder of LegalZoom (the “Selling Stockholder”) intends to
offer 13,000,000 shares of LegalZoom’s common stock in an
underwritten public offering (the “Secondary Offering”). The
Selling Stockholder also intends to grant the underwriters a 30-day
option to purchase up to an additional 1,950,000 shares of common
stock.
LegalZoom is not offering any shares of its common stock in the
Secondary Offering and will not receive any proceeds from the sale
of shares of common stock in the Secondary Offering.
J.P. Morgan Securities LLC is acting as sole book-running
manager for the Secondary Offering.
LegalZoom has filed a registration statement on Form S-3
relating to the Secondary Offering (including a prospectus) with
the Securities and Exchange Commission (the “SEC”) that has become
effective. The Secondary Offering will be made only by means of a
prospectus supplement and the accompanying prospectus. Before you
invest, you should read the prospectus supplement, the accompanying
prospectus, the documents incorporated by reference therein and any
other documents that LegalZoom may file with the SEC for more
complete information about LegalZoom and the Secondary Offering. A
copy of the preliminary prospectus supplement and accompanying
prospectus relating to the Secondary Offering may be obtained, when
available, by using EDGAR on the SEC website
at www.sec.gov or by contacting: J.P. Morgan Securities
LLC, Attention: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 or by telephone at
(866) 803-9204 or by email
at prospectus-eq_fi@jpmorganchase.com.
In addition, on September 5, 2023, LegalZoom entered into a
stock purchase agreement with the Selling Stockholder pursuant to
which LegalZoom intends to repurchase a number of shares of its
common stock for an aggregate purchase price of approximately $45.1
million directly from the Selling Stockholder in a private,
non-underwritten transaction (the “Stock Repurchase”) at a price
per share equal to the price to be paid by the underwriters to the
Selling Stockholder in the Secondary Offering. The Stock Repurchase
is expected to be funded from cash on hand and will be part of
LegalZoom’s existing share repurchase program. The Stock Repurchase
is subject to the completion of the Secondary Offering and is
expected to close concurrently with the Secondary Offering. The
completion of the Secondary Offering is not contingent upon the
completion of the Stock Repurchase.
Also on September 5, 2023, the Selling Stockholder entered into
a stock purchase agreement with entities affiliated with Technology
Crossover Ventures (“TCV”), an existing stockholder of LegalZoom,
pursuant to which TCV intends to purchase a number of shares of
LegalZoom’s common stock for an aggregate purchase price of $20.0
million directly from the Selling Stockholder in a private,
non-underwritten transaction (the “TCV Purchase”) at a price per
share equal to the price to be paid by the underwriters to the
Selling Stockholder in the Secondary Offering. The TCV Purchase is
subject to the completion of the Secondary Offering and is expected
to close after the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to
the TCV Purchase has expired or been terminated. The completion of
the Secondary Offering is not contingent upon the completion of the
TCV Purchase. Neither the Stock Repurchase nor the TCV Purchase is
contingent upon the completion of the other.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
common stock in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About LegalZoom
LegalZoom is the leading online platform for business formation
in the United States. Driven by a mission to unleash
entrepreneurship, LegalZoom delivers comprehensive legal, tax and
compliance products and expertise for small business owners through
easy-to-use technology. From free business formations to business
management solutions and professional advisory services, LegalZoom
supports millions of small business owners and their families
throughout the entrepreneurial journey. Founded on the belief that
everyone should have affordable access to legal and financial
expertise, LegalZoom empowers entrepreneurs to make their dream a
reality.
Forward-Looking Statements
This press release contains forward-looking statements.
LegalZoom intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements other than
statements of historical facts contained in this press release may
be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“targets,” “projects,” “contemplates,” “believes,” “estimates,”
“forecasts,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. Forward-looking
statements contained in this press release include, but are not
limited to, statements concerning the conduct of the Secondary
Offering, the size and terms of the Secondary Offering and the
conduct of the Stock Repurchase and the TCV Purchase.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond LegalZoom’s control, including, without limitation,
risks and uncertainties related to market conditions, that the size
of the Secondary Offering could change or the Secondary Offering,
Stock Repurchase or TCV Purchase could be terminated, and the
satisfaction of customary closing conditions related to the
Secondary Offering, Stock Repurchase and TCV Purchase. Actual
results could differ materially from those stated or implied in
forward-looking statements due to a number of factors, including
but not limited to, risks detailed in the sections entitled “Risk
Factors” and elsewhere included in LegalZoom’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2023, filed with the SEC
on August 8, 2023, and the registration statement on Form S-3
related to the shares of common stock filed with the SEC on
September 6, 2023, as well as those in its subsequent filings with
the SEC. These forward-looking statements are inherently uncertain
and investors are cautioned not to unduly rely upon these
statements. LegalZoom qualifies all of its forward-looking
statements by these cautionary statements. Except as required by
applicable law, LegalZoom does not plan to publicly update or
revise any forward-looking statements contained in this press
release, whether as a result of any new information, future events
or otherwise.
ContactInvestor
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