LegalZoom (LZ) Prices Upsized 14M Share Secondary Offering at $10/sh

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 [email protected].

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.

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