Ex-Zillow CEO Spencer Rascoff leads SPAC deal to acquire Offerpad, a rival to his former employer


Former Zillow CEO Spencer Rascoff. (GeekWire Photo / Kevin Lisota)

Former Zillow Group CEO Spencer Rascoff is jumping back into the real estate game in a big way.

Rascoff, who left the CEO post at the Seattle real estate juggernaut in February 2019, is part of a group of SPAC investors that’s buying Offerpad, a 6-year-old real estate company that competes directly with Zillow Group in a quest to transform how people buy and sell homes.

It’s a deal that pits Rascoff in an intriguing match-up with his former colleagues at Zillow, including co-founders Rich Barton and Lloyd Frink.

Rascoff’s SPAC — operating under the name Supernova Partners Acquisition Company — is acquiring Offerpad in a deal that will value the Chandler, Ariz.-based company at $3 billion and bring in an additional $650 million in gross proceeds to a real estate technology provider that powers the quick selling and buying of homes. Offerpad plans to trade on the New York Stock Exchange under the ticker symbol OPAD.

The SPAC deal is certainly a volley fired by Rascoff across the bow of his former employer at Zillow, which is now valued at $35 billion.

Asked about the competitive nature of the deal, Rascoff said in an email to GeekWire via a spokeswoman: “I’m still a Zillow shareholder, supporter and lifelong fan.”

He added: “The real competition for Offerpad isn’t Zillow or Opendoor, it’s the fact that 99.5% of the time people sell their home the old analog way.”

The spokeswoman also noted that Rascoff does not have a non-compete agreement in place with Zillow, which would potentially prevent him from competing with his former employer. (Note: Rascoff is the scheduled guest on this week’s GeekWire podcast, and we’re looking forward to talking about the Offerpad transaction, the popularity of SPACs, the future of real estate and more. Subscribe here).

Even still, the competitive nature of the transaction is certainly going to raise eyebrows on Wall Street and in the inner circles of the online real estate community. GeekWire is reaching out to Zillow for comment, and will update this post as we learn more.

Offerpad shareholders are expected to roll over 100% of their equity into the new entity, owning 75% of the combined company. Offerpad founder and CEO Brian Bair will own about 35% of the voting power of the combined company. He will remain CEO.

“Our team’s combination of grit and real estate experience have helped us complete around 30,000 transactions and achieve nearly $7 billion in gross transaction volume since inception, and we are now poised for fast growth as a public company,” Bair said in a statement. In a conference call Thursday morning, Bair said they operate more like a logistics company versus a real estate technology company.

The 500-person company, which operates in more than 900 cities, said it plans to do about $1.4 billion in revenue this year. It has raised $975 million to date in equity and debt capital.

As a comparison, Zillow Group in the fourth quarter of last year reported revenue of $789 million across its various platforms, with the company’s “Homes” segment that includes online buying and selling of homes coming in at $304 million.

The online buying and selling of homes is becoming a more important part of Zillow’s business, which first entered the market in 2018 in Phoenix and Las Vegas. In fact, at the time of the entry into the market — a diversion for Zillow, which until that time had positioned itself as an agnostic media company serving the real estate market — GeekWire’s headline story noted: Zillow Group will start buying and selling homes, taking on Opendoor and expanding real estate footprint.

Rascoff last year launched a new real estate startup with his former Zillow Group colleagues called Pacaso, which aims to make it easier for more people to own a vacation home. At the time, Rascoff said he didn’t view Pacaso as competitive with Zillow — Offerpad certainly is.

SPAC craze

Rascoff is involved in three SPACs, special purpose acquisition companies that are all the rage on Wall Street these days as an alternative to the traditional IPO process. All three of the SPACs are organized under the Supernova umbrella, an organization formed by Rascoff, Alexander Klabin, founder and CEO of Ancient; Robert Reid, an investor who formerly worked in Blackstone’s Private Equity Group; and Michael Clifton, an investor who was most recently a senior investment professional at The Carlyle Group.

Rascoff shared more of his interest in SPACs in an interview with GeekWire last fall, noting that the traditional IPO process is broken in part due to the fact that many companies “leave money on the table” when shares soar after an offering.

In recent weeks, a number of industry watchers have pointed to a SPAC bubble. New York Times financial columnist Andrew Ross Sorkin said the SPAC phenomenon is a “sign of craziness,” during an interview on The Prof G podcast. Meanwhile, Aaron Pressman at Fortune this week wrote: “These kind of things never end well. I fear the SPACpocalypse is near.”

Even still, Rascoff is bullish on the latest SPAC deal between Supernova and Offerpad.

“iBuying has barely scratched the surface of real estate, one of the biggest addressable markets in the world, ” Rascoff said in a statement. “…As they bring more transactions online, we believe online real estate as a whole is poised to grow rapidly in the coming years and that Offerpad is incredibly well-positioned to grab a huge piece of this market.”

Offerpad also faces competition in the so-called iBuying arena from Seattle-based Redfin, which launched its RedfinNow unit in 2017 and now operates in parts of Arizona, California. Colorado, Texas and Washington state. Redfin projected that its property buying and selling unit would drive between $77 million and $80 million in revenue during the first quarter of 2021.

Additionally, San Francisco-based Opendoor went public last fall in a SPAC deal led by investor and SPAC king Chamath Palihapitiya, a deal that pumped $970 million into the business. Opendoor — which sold 18,799 homes in 2019 and 9,913 last year — is now valued at $16 billion.

According to an investor presentation this morning, Offerpad said it plans to sell 5,612 homes this year and 9,593 homes next year. It plans to operate in 19 markets this year, and move into about 50 markets in the next three years. It is also looking to boost its market share from less than 1% currently to about 4%.

Several other Seattle area tech companies have either completed SPACs or are in the process of doing so, including Porch Group. Nautilus Biotechnology and Rover.

Editor’s note: GeekWire is an investor in dot.la, a media company covering the Los Angeles tech scene that’s backed by Spencer Rascoff. 





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