LegalZoom Announces Pricing of Upsized Secondary Offering of Shares of Common Stock
07 Setembro 2023 - 3:01AM
LegalZoom.com, Inc. (Nasdaq: LZ) announced today the pricing of the
previously announced underwritten public offering (the “Secondary
Offering”) by a stockholder of LegalZoom (the “Selling
Stockholder”) of 14,000,000 shares of LegalZoom’s common stock at a
public offering price of $10.00 per share. The Secondary Offering
was upsized from the previously announced offering size of
13,000,000 shares of common stock. The Selling Stockholder also has
granted the underwriters a 30-day option to purchase up to an
additional 2,100,000 shares of common stock. The Secondary Offering
is expected to close on or about September 11, 2023, subject to the
satisfaction of customary closing conditions.
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 is acting as book-running manager and representative
of the underwriters for the Secondary Offering. Barclays and Morgan
Stanley are acting as book-running managers for the Secondary
Offering. BofA Securities, Citigroup, Jefferies, and RBC Capital
Markets are also acting as book-running managers for the Secondary
Offering. JMP Securities, A Citizens Company, Raymond James,
William Blair, AmeriVet Securities, Penserra Securities LLC and
Telsey Advisory Group are acting as co-managers 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 is being 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 final 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, as previously announced, on September 5, 2023,
LegalZoom entered into a stock purchase agreement with the Selling
Stockholder pursuant to which LegalZoom intends to repurchase
4,718,755 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 of $9.55, which is 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 as previously announced, 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
2,094,240 shares of LegalZoom’s common stock for an aggregate
purchase price of approximately $20.0 million directly from the
Selling Stockholder in a private, non-underwritten transaction (the
“TCV Purchase”) at a price per share of $9.55, which is 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 completion of the Secondary
Offering, 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 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
Relationsinvestor@legalzoom.com
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