This looks like the same thing as last week which we already knew about:
https://finance.yahoo.com/news/zoominfo-announces-pricing-se…
The stock is down 5-6% which seems a bit extreme compared to everything else, so I’m wondering if the market doesn’t understand. Does this seem like a buying moment?
Same one. They announced the event before and are announcing the price today. Price is lower than Friday’s closing market price. Maybe that rattled someone into selling.
today announced the pricing of the previously announced secondary offering by certain selling stockholders of ZoomInfo, including investment funds affiliated with TA Associates (“TA”), The Carlyle Group (“Carlyle”) and 22C Capital LLC (“22C Capital”) and an entity affiliated with ZoomInfo’s co-founders (together with TA, Carlyle and 22C Capital, the “Selling Stockholders”), of 20,000,000 shares of ZoomInfo’s Class A common stock pursuant to ZoomInfo’s shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) at the public offering price of $63.00 per share. Additionally, the Selling Stockholders granted the underwriter a 30-day option to purchase up to an additional 3,000,000 shares of ZoomInfo’s Class A common stock. The Selling Stockholders will receive all of the proceeds from this offering. No shares are being sold by ZoomInfo. The last reported sale price of ZoomInfo’s Class A common stock on August 6, 2021 was $64.54 per share. The offering is expected to close on August 11, 2021, subject to customary closing conditions.
Early VC investors may want to take profits to seed some new startup ventures.
I think of this as “Gift #2” (a reference to Saul saying the first time around that this was a Gift).
I was able to add when it was down around -6%.
PS. I’m did reach out to ZI’s Investor Relations regarding their current share count of basic+diluted shares. I’ll report back once i have some definitive info.
-Chris
Same one. They announced the event before and are announcing the price today. Price is lower than Friday’s closing market price. Maybe that rattled someone into selling.
For shame, ibuildthings, all it takes is a quick look at their press releases in their website to see that this is a 2nd secondary offering.
Aug 03, 2021
ZoomInfo Announces Secondary Offering of Shares of Class A Common Stock
VANCOUVER, Wash. --(BUSINESS WIRE)–Aug. 3, 2021-- ZoomInfo Technologies Inc. (“ZoomInfo”) (NASDAQ: ZI) today announced that certain selling stockholders of ZoomInfo, including investment funds affiliated with TA Associates (“TA”), The Carlyle Group (“Carlyle”) and 22C Capital LLC (“22C Capital”)
Aug 03, 2021
ZoomInfo Announces Upsizing of Secondary Offering of Shares of Class A Common Stock
VANCOUVER, Wash. --(BUSINESS WIRE)–Aug. 3, 2021-- ZoomInfo Technologies Inc. (“ZoomInfo”) (NASDAQ:ZI) today announced an upsizing of the previously announced underwritten secondary offering by certain selling stockholders of ZoomInfo , including investment funds affiliated with TA Associates
Aug 04, 2021
ZoomInfo Announces Pricing of Secondary Offering of Shares of Class A Common Stock
VANCOUVER, Wash. --(BUSINESS WIRE)–Aug. 4, 2021-- ZoomInfo Technologies Inc. (“ZoomInfo”) (NASDAQ: ZI) today announced the pricing of the previously announced secondary offering by certain selling stockholders of ZoomInfo , including investment funds affiliated with TA
Aug 09, 2021
ZoomInfo Announces Secondary Offering of Shares of Class A Common Stock
VANCOUVER, Wash.–( BUSINESS WIRE )–ZoomInfo Technologies Inc. (“ZoomInfo”) (NASDAQ: ZI) today announced that certain selling stockholders of ZoomInfo, including investment funds affiliated with TA Associates (“TA”), The Carlyle Group (“Carlyle”) and 22C Capital LLC (“22C Capital”) and an entity
Aug 09, 2021
ZoomInfo Announces Pricing of Secondary Offering of Shares of Class A Common Stock
VANCOUVER, Wash.–( BUSINESS WIRE )–ZoomInfo Technologies Inc. (“ZoomInfo”) (NASDAQ: ZI) today announced the pricing of the previously announced secondary offering by certain selling stockholders of ZoomInfo, including investment funds affiliated with TA Associates (“TA”), The Carlyle Group
First of all there was no dilution at all.
Second it says that there was so much demand for ZoomInfo shares at $63, that the underwriters (Morgan Stanley) immediately asked for more shares. And the Venture capitalists decided to go ahead and sell them so they could put the money into new startups, because that is what they do, that’s their business model. In both sales the underwriters took as many extra shares as they were allowed, to emphasize that this was a demand issue. The first was upsized to 27 million shares and the second has an option for 3 million extra shares. To me this was very bullish and gets a lot of overhang of VC shares out of the way.
And ZoomInfo isn’t actually DOING anything. this is between the underwriters and the VCs.
I suspect it won’t take more than a few days for the market to figure this out.
Best
Saul
Apologies, Saul is correct.
8-3 Announced 20MM shares
8-3 Announced upsize to 27MM shares
8-4 Announced price of sale at $55.25
8-9 20MM shares, with option for another 3 MM
8-9 Price of sale at $63
So it sounds like 47 to 50 Million shares total
My bad. I read the aggregator’s collection, not the ZI website collection. Saul even warned us about always going to a company’s website in one of his notes.
I said I’d follow up on what ZoomInfo Investor Relations said regarding the difference between their press release and 10-Q in terms of their diluted share count. Here’s what they said:
"The calculations for non-GAAP EPS in our earnings release for the three months ended June 30, 2021 are based off of 405 million shares which is a non-GAAP diluted figure. Footnote 1 to the table where this is presented states, “Diluted earnings per share is computed by giving effect to all potential weighted average Class A common stock, Class C common stock, and any securities that are convertible into Class A common stock, including options and restricted stock units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method, excluding deemed repurchases assuming proceeds from unrecognized compensation as required by GAAP. Shares and grants issued in conjunction with the IPO were assumed to be issued at the beginning of the period.”
The 192,531,074 shares presented in the 10-Q are a GAAP figure which excludes exchanges of certain otherwise dilutive shares on the basis that they are anti-dilutive. Our non-GAAP calculations have different non-controlling interest and tax assumptions that do not result in anti-dilutive determinations, so this is a more fully dilutive number.
The 405 million shares one can think of as the GAAP dilutive figure quoted above, plus the antidilutive securities listed in the final table of note 13, plus some adjustments as GAAP anti-dilutive disclosures require a weighted average calculation vs an end of period figure."
That cleared it up for me. I think what’s worth noting here, though, is you can’t always nonchalantly look at a 10-Q for (ex.) “Weighted average shares of Class X common stock outstanding used to calculate diluted net income (loss) per share”, especially with newer companies, because there may be these “antidilutive” etc. securities that constitute the fully diluted number. So it would seem prudent, if looking for fully diluted share count (weighted average) to check the press release each quarter to get the proper number.
This also means you can’t just rely on a source like SeekingAlpha for correct share counts, valuations, etc, because they aren’t able to be that nuanced with their reporting. And in the case of ZoomInfo, their numbers are way off - https://seekingalpha.com/symbol/ZI/overview.
Just another reason to always do your due diligence with the company disclosures themselves. Hope this is helpful.
-Chris