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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, DC 20549
`
`
`FORM 8-K
`
`CURRENT REPORT
`Pursuant to Section 13 or 15(d)
`of The Securities Exchange Act of 1934
`
`Date of Report (Date of earliest event reported)
`
`September 3, 2014
`
`
`
`Trulia, Inc.
`
`(Exact name of registrant as specified in its charter)
`
`Delaware
`(State or other jurisdiction
`of incorporation)
`
`
`
`
`
`
`
`001-35650
`(Commission
`File Number)
`
`
`
`
`
`20-2958261
`(IRS Employer
`Identification No.)
`
`116 New Montgomery Street, Suite 300
`San Francisco, California 94105
`(Address of principal executive offices, including zip code)
`
`(415) 648-4358
`(Registrant’s telephone number, including area code)
`
`(Former name or former address, if changed since last report)
`
`
`
`Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
`provisions (see General Instruction A.2):
`
`x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
`
`¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
`
`¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
`
`¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
`
`
`TRULIA - EXHIBIT 1022
`
`0001
`
`

`

`Other Events.
`Item 8.01.
`On September 3, 2014, in connection with the Federal Trade Commission’s (the “FTC”) review of the pending acquisition of Trulia, Inc., a Delaware
`corporation (“Trulia”), by Zillow, Inc., a Washington corporation (“Zillow”), which will result in both Trulia and Zillow becoming wholly owned subsidiaries
`of Zebra Holdco, Inc. (“HoldCo”) (the “Merger”), Trulia received a request for additional information and documentary material (the “Second Request”) from
`the FTC. Issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after
`Trulia and Zillow have substantially complied with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier
`by the FTC. Trulia and Zillow are gathering information to respond promptly to the Second Request and intend to cooperate with the FTC.
`
`On September 3, 2014, Trulia and Zillow issued a joint press release announcing that they each had received a Second Request from the FTC. A copy
`of the joint press release is attached hereto as Exhibit 99.1.
`
`Item 9.01.
`(d) Exhibits.
`
`Financial Statements and Exhibits.
`
`The following exhibits are filed herewith:
`
`
`Exhibit
`No.
`
`99.1
`
`Description
`Joint Press Release, dated September 3, 2014.
`
`Cautionary Note Regarding Forward-Looking Statements
`This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
`Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance. In some
`cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,”
`“intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar
`terms or expressions that concern Trulia’s expectations, strategy, plans or intentions. Trulia’s expectations and beliefs regarding these matters may not
`materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected,
`including but not limited to: the ability of the parties to consummate the proposed Merger and satisfaction of closing conditions precedent to the
`consummation of the proposed Merger, including obtaining necessary regulatory approvals.
`
`The forward-looking statements contained in this filing are also subject to other risks and uncertainties, including those more fully described in
`Trulia’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 3,
`2014, as amended on May 23, 2014, and its Quarterly Report on 10-Q for the quarterly period ended June 30, 2014, and those that will be discussed in the
`Registration Statement on Form S-4 to be filed by HoldCo with the SEC at a future date. The forward-looking statements in this filing are based on
`information available to Trulia as of the date hereof, and Trulia disclaims any obligation to update any forward-looking statements, except as required by
`law.
`
`
`2
`
`0002
`
`

`

`Additional Information and Where to Find It
`In connection with the proposed transaction, Zillow and Trulia expect to file a joint proxy statement/prospectus with the SEC, and Zebra Holdco, Inc.
`expects to file with the SEC a registration statement on Form S-4. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE
`REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
`THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
`IMPORTANT INFORMATION. Investors and securityholders will be able to obtain free copies of the registration statement and joint proxy
`statement/prospectus (if and when they become available) and other documents filed by Zillow and Trulia at the SEC’s website at www.sec.gov. Copies of the
`documents filed by Zillow with the SEC will be available free of charge on Zillow’s website at www.zillow.com or by contacting Zillow Investor Relations at
`(206) 470-7137. Copies of the documents filed by Trulia with the SEC will be available free of charge on Trulia’s website at www.trulia.com or by contacting
`Trulia Investor Relations at (415) 400-7238.
`
`Certain Information Regarding Participants
`The respective directors and executive officers of Zillow and Trulia and other persons may be deemed to be participants in the solicitation of proxies in
`respect of the proposed transaction. You can find information about Zillow’s executive officers and directors in Zillow’s definitive proxy statement filed with
`the SEC on April 17, 2014. You can find information about Trulia’s executive officers and directors in Trulia’s definitive proxy statement filed with the SEC
`on April 22, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
`holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC (if and when they
`become available). These documents can be obtained free of charge from Zillow or Trulia using the sources indicated above.
`
`
`3
`
`0003
`
`

`

`Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
`undersigned hereunto duly authorized.
`
`
` TRULIA, INC.
`
`SIGNATURES
`
`By: /s/ Scott Darling
` Scott Darling
` Vice President and General Counsel
`
`Date: September 3, 2014
`
`0004
`
`

`

`
`Exhibit
`No.
`
`99.1
`
`Description
`Joint Press Release, dated September 3, 2014.
`
`EXHIBIT INDEX
`
`0005
`
`

`

`Exhibit 99.1
`
`Zillow, Trulia receive second request for information from FTC
`
`SEATTLE and SAN FRANCISCO (Sept. 3, 2014) – Zillow, Inc. (NASDAQ: Z) and Trulia, Inc. (NYSE: TRLA) announced today that they each received a
`Request for Additional Information, or a “second request,” from the United States Federal Trade Commission (FTC) in connection with the FTC’s review of
`Zillow’s proposed acquisition of Trulia under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act). This second request from the FTC is a
`standard part of the full regulatory process.
`
`The transaction, which was announced July 28, 2014, is subject to approval of both companies’ stockholders and satisfaction of other customary closing
`conditions, including expiration or termination of the waiting period under the Act. The effect of the second request is to extend the waiting period imposed
`by the Act until 30 days after Zillow and Trulia have substantially complied with the second request, unless that period is extended voluntarily by the parties
`or terminated sooner by the FTC. The companies are gathering information to respond promptly to the second request and are cooperating with the FTC in
`connection with its review. Both companies expect the transaction to close in 2015.
`
`About Zillow, Inc.
`Zillow, Inc. (NASDAQ:Z) operates the leading real estate and home-related information marketplaces on mobile and the Web, with a complementary portfolio
`of brands and products that help people find vital information about homes, and connect with the best local professionals. Zillow’s brands serve the full
`lifecycle of owning and living in a home: buying, selling, renting, financing, remodeling and more. In addition, Zillow offers a suite of tools and services to
`help local real estate, mortgage, rental and home improvement professionals manage and market their businesses. Welcoming 89 million unique users in July
`2014, the Zillow, Inc. portfolio includes Zillow.com®, Zillow Mobile, Zillow Mortgages, Zillow Rentals, Zillow Digs®, Postlets®, Diverse Solutions®,
`Agentfolio®, Mortech®, HotPads™, StreetEasy® and Retsly™. The company is headquartered in Seattle.
`
`Zillow.com, Zillow, Postlets, Mortech, Diverse Solutions, StreetEasy, Agentfolio and Digs are registered trademarks of Zillow, Inc. HotPads and Retsly are
`trademarks of Zillow, Inc.
`
`About Trulia, Inc.
`Trulia (NYSE: TRLA) gives home buyers, sellers, renters and real estate professionals all the tools and valuable information they need to be successful in the
`home search process. Through its innovative mobile and web products, Trulia provides engaged home buyers and sellers essential information about the
`house, the neighborhood and the process while connecting them with the right agents. For agents, Trulia, together with its MarketLeader subsidiary, provides
`an end-to-end technology platform that enables them to find and serve clients, create lasting relationships and build their business. Founded in 2005, Trulia
`is headquartered in San Francisco with offices in New York, Denver and Seattle. Trulia and the Trulia marker logo are registered trademarks of Trulia, Inc.
`
`(ZFIN)
`
`
`1
`
`0006
`
`

`

`Cautionary Note Regarding Forward-Looking Statements
`This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
`Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding the ability of the parties to
`consummate the proposed merger, satisfaction of closing conditions precedent to the consummation of the proposed merger, including obtaining necessary
`regulatory approvals, and the expectation that the transaction will close in 2015. Statements containing words such as “may,” “believe,” “anticipate,”
`“expect,” “intend,” “plan,” “project,” “will,” “projections,” “estimate,” or similar expressions constitute forward-looking statements. Such forward-looking
`statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking
`statements. Factors that may contribute to such differences include, but are not limited to, the risk that expected cost savings or other synergies from the
`transaction may not be fully realized or may take longer to realize than expected; the risk that the businesses may not be combined successfully or in a timely
`and cost-efficient manner; the possibility that the transaction will not close, including, but not limited to, due to the failure to obtain shareholder approval or
`the failure to obtain governmental approval; and the risk that business disruption relating to the merger may be greater than expected. The foregoing list of
`risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-
`looking statements can be found under the caption “Risk Factors” in Zillow’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014,
`Trulia’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, and in Zillow’s and Trulia’s other filings with the Securities and
`Exchange Commission. Except as may be required by law, neither Zillow nor Trulia intend, nor undertake any duty, to update this information to reflect
`future events or circumstances.
`
`Additional Information and Where to Find It
`In connection with the proposed transaction, Zillow and Trulia will file a joint proxy statement/prospectus with the Securities and Exchange
`Commission, and the new holding company will file a Registration Statement on Form S-4 with the Securities and Exchange Commission. INVESTORS AND
`SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY
`AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY
`WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy
`statement/prospectus (when they become available) and other documents filed by Zillow and Trulia at the Securities and Exchange Commission’s web site at
`www.sec.gov. Copies of the registration statement and joint proxy statement/prospectus (when they become available) and the filings that will be
`incorporated by reference therein may also be obtained, without charge, from Zillow’s website, www.zillow.com, under the heading “Investors” in the
`“About” tab or by contacting Zillow Investor Relations at (206) 470-7137. These documents may also be obtained, without charge, from Trulia’s website,
`www.trulia.com, under the tab “Investor Relations” or by contacting Trulia Investor Relations at (415) 400-7238.
`
`
`2
`
`0007
`
`

`

`Participants in Solicitation
`The respective directors and executive officers of Zillow and Trulia and other persons may be deemed to be participants in the solicitation of proxies in
`respect of the proposed transaction. Information regarding Zillow’s directors and executive officers is available in its proxy statement filed with the SEC by
`Zillow on April 17, 2014, and information regarding Trulia’s directors and executive officers is available in its proxy statement filed with the SEC by Trulia
`on April 22, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
`holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC (when they become
`available). These documents can be obtained free of charge from the sources indicated above.
`
`# # #
`
`3
`
`ZILLOW CONTACTS:
`Katie Curnutte
`Media relations
`206-757-2785
`press@zillow.com
`Raymond Jones
`Investor relations
`206-470-7137
`ir@zillow.com
`
`TRULIA CONTACTS:
`Matt Flegal
`Media relations
`415-400-7307
`pr@trulia.com
`Ian Lee
`Investor relations
`415-400-7238
`ir@trulia.com
`
`
`
`0008
`
`