Redfin is “Under Contract”
31:02 Share

Dylan Lewis: Who knew Redfin had the for sale signup? Motley Fool money starts now. I'm Dylan Lewis, and I'm joined over the airwaves by Motley Fool analyst, Tim Beyers. Tim, thanks for joining me. Tim Beyers: Fully caffeinated, ready to go, Dylan?

I'm glad. We have so much to talk about. It is a merger Monday in the truest sense, Tim. I feel like I'm on CNBC. Deals to kick off the fresh week. Real estate platform Redfin apparently on the market this whole time. We had no idea. Financial services company Rocket Companies, owner of Rocket Mortgage, will be buying Redfin for what was initially announced as an all-stock $1.75 billion deal. Tim, are you surprised to see this one?

I'm very surprised. I'm also mourning it a little bit, because even though I get the deal and I get the rationale for the deal, Glenn Kelman, as the CEO of Redfin, has been one of my favorite Fool CEOs.

really since I've been covering stocks. I love his transparency, I love his honesty, I love his earnestness. He's not a founder, but he acts like a founder. If Kelman is willing to make this deal happen, he must really believe in it. That gives me some confidence that there's the right thing here, even though structurally, investors

I don't know that this is going to be as amazing for investors as I certainly would like it to be because it's an all-stock deal. We could talk about that. But the main thing

thrust is that Rocket Companies is really good at originating and selling loans, particularly mortgages. They're really good at mortgage. The aspects of mortgage financing, that is a business that Redfin has wanted to be in. Redfin, but their primary business is buying and selling homes and

and orchestrating that process on the brokerage side of it. The financing side of it is where Rocket has been traditionally quite good. You bring those two together, you own more of the home buying and selling lifecycle from two companies that are coming at this from positions of strength in their respective markets. In that sense, Dylan,

Yes, it makes a lot of sense because Redfin has been moving into mortgage financing, title, all of the things. They've wanted to own the lifecycle. This is an acknowledgment that we can't do it all ourselves, and Rocket is much bigger and better at this than we are. So let's join forces.

Yeah, I think the ties here of a vertical integration story are pretty easy to see. They were very quick to point out, Redfin gets nearly 50 million monthly users. That's going to be very helpful to Rocket Mortgage and their suite of products, just as a front-end, top-of-the-funnel for highly qualified people who will be looking for mortgages probably at some point soon after visiting Redfin.

Right. Yes, exactly. That's the whole point. In an ideal world for a Redfin strategy, they would like to get you into an apartment,

before you are in the market to buy a home. They have that through what they acquired through RentPass, and they have a whole bunch of rentals that they can orchestrate and they earn fees on that. It's a pretty good margin business for them. Then they can get you into a home. Then what they'd like to do is when you are interested in buying a home, they would like to orchestrate the loan for you. They would like to orchestrate the mortgage. Every step of the way,

In this part of the market, there are fees and fee takers at every step, which if you've ever bought a home, you know how frustrating that is. That is just incredibly annoying. But Redfin is saying, hey, if it's all under one roof, we can make it less annoying.

and maybe give you some cost synergies, which is something they've talked about before. So yeah, there's definitely something here. This is the way the market works. So the company that controls most of the takes along the way to executing the transaction is more likely to win. So this gives them more opportunities to win. It doesn't mean they win automatically, but it gives them some scale.

Let's talk a little bit about some of the terms of the deal. You mentioned all-stock. The offer initially priced the deal at $12.50 a share, which was over an 100% premium on where shares were at last week. I think a lot of people have looked at where Redfin was trading and thought, there's the possibility that someone might be interested. But this being all-stock,

We're in a spot where there's a fixed ratio, just about 0.8 shares of Rocket Company per Redfin share. We saw the Rocket shares dip after this was announced. That is also affecting the way that this deal price is being communicated out in the market, expressed out in the market now. We're not at the premium that was originally discussed because it's an all-stock deal. Yes. If you are a Redfin shareholder, and I am,

you are rooting heavily for Rocket Companies to recover its share price, because that is going to affect what you are going to get as a Redfin shareholder once this deal closes. So, you're going to get some Rocket Company stock, and you want Rocket Company stock. The thing that is less clear to me, Dylan, is this thing called the collapsing of the UTC market.

structure that Rocket Companies has. Essentially, Rocket Companies is a C corporation. It's a holding company with operating units underneath, with pass-through income. This helps with things like taxes. All it is, is it's a corporate organizing strategy, but they are going to collapse this. As they collapse this, then what you end up with is a

dividend that Rocket is going to pay out here. They're going to collapse this structure.

declare a special cash dividend of $0.80 per share that's to be paid on April 3rd. I don't think that the deal closes before April 3rd. That's not entirely clear to me here when this deal is expected to close. I think it might be April 7th because if Rocket Companies is paying out this $0.80 per share dividend,

before Redfin shareholders come in.

It's not unseemly, Dylan, but it feels like, boy, I'd like that dividend. That'd be nice. That would help me. It is cheaper to do it that way. Right, Tim? Yeah. It would sure be nice if I could get... I think that's going to be primarily for the... It makes it easier for the rocket companies to come in, orchestrate this deal, get it done. Now, it's going to be all common stock.

But I think the Rocket Company shareholders are going to get the benefit of that, not the Redfin shareholders. So that's a little bit of a bummer. But this is all to say, there's a lot of volatility here. You should not assume that Redfin is going to go inevitably up to $12.50 a share just because that's what the initial price was based on

the prior weighted average of Rocket Company stock, you need Rocket Company stock to recover from the downdraft we're seeing today. One of the things I was a little curious about was, the market reaction

down 15% today. That's a lot. That is a pretty steep haircut. There is some vote there by investors about what they think about this deal, or what they think about Redfin fitting into their business. I look at it, it makes sense to me, the story that you laid out there of, "We are going to own this customer pipeline quite a bit more," where's the pessimism coming from around this?

Well, I'm not so sure that that has a lot to do with Redfin. I do think it may have a lot to do with the macro, because we know that in this country, we need to build more homes.

But we need to build more homes everywhere, not just in places where – so like for example, one thing we know is like in parts of Texas, they're doing a lot more to build a lot more homes. It doesn't matter where you are in the political spectrum. What we know is that it's easier –

to build homes in Texas because the regulations are not as tight. It is harder to build homes in California. The regulations are tighter. And so this is a big deal. Like we know that we don't have enough supply. We know we need to build more, but you have the macro that is kind of working against us and working against, you know, a lot of people getting laid off and

If you're laid off, are you going to be in the market for a home? I don't think you are, Dylan. That's a thing. In addition to that, we have the regulatory barriers. In order for this deal to really thrive, you need to have more home supply.

So, I think this deal gets more attractive as home supply starts to unlock. That's a thing. There may be some skepticism about Redfin. I'm not going to say there's none, but I think there's more macro factors here that may influence this. The home buying market, the residential real estate market has just been under a cloud for a while because of the supply-demand imbalance.

Chris Hill: The homebuying market, not the only one seeing some matchmaking today. Enterprise software giant ServiceNow is buying Moveworks. This is maybe a name that a lot of people aren't familiar with, Tim, but they are a firm that's focused on AI tools and automation. The price tag, $2.8 billion. ServiceNow, no stranger to M&A activity, but this would be their biggest deal. What do you think they see here?

I mean, they better see some real value because they are paying, let's be clear about this, Dylan, they're paying roughly 28 times. 28, not 2.8, 28 times annual recurring revenue. That's a lot. That is a big, big premium. So yeah, this is a big deal. It's a front-end AI assistant.

and it has some enterprise search cooked in. You can think of this as, if we use a car analogy here, the steering column and the dashboard in your car, the controls to the drive train and the engine underneath. Moveworks is interacting with the car and ServiceNow is the automation engine underneath.

And so Moveworks, and by the way, there's a lot of joint customers, 250 of them. There's a built-in integration already. So there is some synergy here.

ServiceNow presumably believes there's a huge amount of synergy that they can save on duplicative costs and things like that, which is true of all acquisitions. But they must feel that there is a massive joint customer opportunity, that what's going to drive this is new revenue, that you're going to use the Moveworks AI assistant on top of ServiceNow, and you're going to realize something that

We've talked about on different shows on Fool 24 for a while now, where we said the promise of AI isn't

So much that I can ask a question and get an answer, even though that's good. It's important to be able to ask a question and get an accurate answer. Even better is I ask a question or I make a request. And not only do you answer my question, you kick off an automation that gives me what I want.

That's the next step. You get me to automation, which is what AI agents are for. That's what this whole idea of agentic, I still hate that term, but it's a real thing. Agentic AI, this idea of moving from ask a question to

do a thing all the way through and move works as a way to start it. Cause that's what service now is about. This is a workflow automation platform. So AI on the front AI at the front of it, where you are looking for something, making a request and service now makes it happen. There's some synergy here, Dylan. There's no question.

Tim, I am open to suggestions. If you have an alternate name for the trend and for the technology movement... I don't know. I just hate it. If you want to throw something else out there... I'm just being grumpy. I'm being grumpy old man. You know, agentic AI just sounds like a disease. It just doesn't sound great. We'll use it until we come up with something better.

This does feel very much like where the software industry and where the tech industry is going. I had the good fortune of being able to speak with Marc Benioff, the CEO of Salesforce, about this, because they are a company that is very heavily in that space. Unfortunately, I didn't have the benefit of this news item when I spoke with him last week. None of us did, yeah.

But one of the big things that came up was, okay, you're competing in this space with Microsoft. Those are two big heavyweights in this industry. Really, how do you think you're competing? What he focused on a lot was, it has to be a simple experience. You need to create a very simple, agentic touchpoint for customers. You can't have it fragmented into all of these smaller spots across your software suite.

That's where he thinks that they are doing a good job versus Microsoft. I think I made a mistake by not bringing up ServiceNow in that conversation, Tim, because it seems like they're trying to hop in here. Well, I don't know that you made a mistake here, Dylan. What I would say, though, is...

It's becoming very clear by virtue of this Moveworks acquisition that if Bill McDermott were here and listening to what you just said, he'd say, yeah, can I tell you about the deal that we just did to satisfy what Mark Benioff is talking about? It is very clear that ServiceNow is coming.

for Salesforce. Let me just read quickly here from the press release. This is very fast. Following closing, together with Moveworks, ServiceNow, with thousands of AI agents already deployed, will continue to drive use of its agentic AI ServiceNow platform to accelerate, and let me slow down and emphasize this, enterprise adoption and innovation across key growth areas, including CRM.

What does that say to you? I'll tell you what it says to me. It's Bill McDermott saying, I see what you're saying, Mark, and we're going to get there before you are. It's nice to know that Bill McDermott's a listener of the show. I appreciate that. But you know what I mean? I mean, he has, and everyone should take Bill McDermott seriously because he's a serious competitor and he has just served notice.

Tim Byers, appreciate you wading through these deals with me, helping me make sense of them. I know that this one was tough with Redfin, but I appreciate you talking it through. Thanks for joining me today. Yep. Thanks, Dylan. Going to miss Glenn Kelman, but at least he'll be, you know what? At least he will be with Rocket Companies. So we'll see him just in a different role. There you go. Thanks, Tim.

Trading as Schwab is now powered by Ameritrade, bringing you an expanding library of education with even more ways to sharpen your trading skills. Access new online courses, insightful webcasts, articles, engaging videos, and more, all curated just for traders. Plus, guided learning paths with content designed to fit your unique interests.

No sifting to find exactly what you need so you can spend your time learning to trade brilliantly. Learn more at Schwab.com slash trading. Coming up on the show, Vail Resort kicked off the winter season with some rough conditions despite having snowy slopes. Up next, Motley Fool analyst Anthony Chavone joins Mary Long to check in on the ski resort owner and hospitality company before the company's quarterly report after the bell today.

And there was a, shall we say, a blizzard of news surrounding Vail Resorts for a bit earlier this winter. Part of that blizzard was due to the fact that there was a multi-day ski patrol strike that closed a number of runs in Park City, Utah. That strike led to exceedingly long lift lines and also, ultimately, at the end of it, what amounted to about a $4 an hour raise for a number of workers at Vail. A win on that front, but the holdup

debacle, didn't really do too much to improve Vail's reputation. Shortly after, there were whispers of an activist campaign that was calling for the ousting of CEO Kirsten Lynch. You and I were talking about this beforehand in preparation for this segment, and you flagged that, "I don't know if this activist campaign is really something that should be taken too seriously." But all told, it doesn't sound like the winter has been too kind to Vail. From where you're sitting, what do conditions look like for this company?

The conditions are not good right now for Vale Resorts. If we just take a step back and look over the last few years, Vale had to deal with COVID, they had to deal with inflation, they had to deal with too much snow in some of the regions, and too little snow in some of their other regions. But this year, it finally seems like Vale got great skiing weather. We'll find out in the report earnings in a week or so. But the ski patrol strikes, that was kind of a

a wrinkle here. If we think about some of the main stakeholders for Vale's business, we have the shareholders, you have the skiers and the guests, and then you have the employees. Well, right now, all of those stakeholders are not happy. For a business like Vale's,

It shouldn't be that difficult to create an enjoyable experience for their visitors. I think their mission statement is literally to create an experience of a lifetime. In my opinion, management just doesn't seem to be delivering on that right now.

Let's talk about management for a bit. You've got, again, CEO Kirsten Lynch. She has focused a lot over the course of her tenure on leaning into the subscription, the recurring revenue of these epic passes, of buying up new locations in the Northeast and in Europe.

That said, she's also made some perhaps questionable share buybacks, buying back a lot of the stock at high prices, and that doesn't look so good now when the stock has declined more recently. How do you grade Lynch's performance?

Kirsten Lynch became CEO in November 2021. She's been in the role for about three and a half years. We're long-term investors at The Motley Fool, so I don't think it's fair to put an actual grade on her just yet. But the early going has not been good, in my opinion. Since she took over, Vale has lost roughly $9 billion to $10 billion in market cap.

her tenure. To be fair, we entered a bear market literally right after she took over, so she doesn't have control over that. But as a shareholder myself, I've really been disappointed with the capital allocation, and specifically taking on debt to repurchase shares at much higher prices than where the stock trades at today. I actually don't mind taking on debt to repurchase shares, but when you're a cyclical company, when your company's dependent on weather,

When you're in a capital-intensive business, I really don't like repurchasing shares with debts, especially the prices that it was made. The capital allocation is really the big thing I'm focused on. Circling back to the fact that this company just isn't doing a good job of delighting its skiers or employees, I think that's one of the bigger problems with capital allocation.

Yeah. Delighting skiers and employees seems like a pretty big piece of the puzzle if you are in the business of hospitality in particular. If you had Lynch's ear, what would you be directing her to do differently? Or what as a shareholder would you like to see her do differently to course correct from here on out?

Yeah. As bad as things look at Vale Resorts right now, I think she can still turn it around. One thing that I would like to see happen is for management to actually cut the dividend. Look, I'm a dividend investor. I love dividends. I love dividend growth. But right now, a large chunk of their Vales-free cash flow is going to the dividend.

That gives them less flexibility to invest in their employees, invest in the guest experience, and improve the balance sheet, which isn't in great shape because of the past capital allocation decisions. By cutting the dividend, that just frees up a lot of cash flow that could really put the business back on solid footing. I just think management really needs to rethink how they're looking at capital allocation right now.

Pre-pandemic, Vale had an operating margin that had grown to nearly 21%. Then, we know this story. COVID hits, and effectively, it slashes that operating margin in half. In the years since, COVID has been able to bring that margin back to previous highs with some success. It's been working back up there. Operating margin has grown, but most recently, it's hit 19%, which is putting it just shy of those 2019 highs.

Is leaning on this story about an ongoing COVID recovery, is that still a legitimate excuse for bail? Or is something else kind of going on here that we should be paying attention to? So, yes and no. I know that I'm not picking a side here, but I mean...

What happened during COVID? Everybody went to work from home, and a lot of people relocated to mountain towns where Vail's resorts are located. That really drove up the cost of living for many of Vail's employees. Vail had to invest in employee wages, invest in workforce housing. At the same time, some of their ancillary revenue, like dining and retail, also took a hit.

And an end factor on that, the last few years have been difficult from a weather perspective, too. So they're having to make a lot of snow, which cuts into margins as well, instead of just having that natural snowfall. And so I think indirectly, COVID is still having...

maybe a minor impact on the business. But I don't think it's the main reason why Vale is struggling today. I think the main reason is, like we discussed earlier, the poor capital allocation. I think it's a competitively advantaged business, for sure. But it does have a lot of expenses when you think about the labor side of things, just how capital-intensive it is with chairlifts and that sort of thing, and also lease fees as well. So, yes and no. But I don't think it's the main reason why Vale is struggling.

We've mentioned the importance of the Epic Pass. For those that are unfamiliar, the Epic Pass is Vail's all-inclusive offering. You buy in for about $1,000. We'll talk more about prices in just a second. You buy in for about $1,000, and you get access basically to all of their resorts around the world, rather than having to buy a season pass. You have to buy in before the season begins. It's non-refundable.

Epic pass prices for next season, so 2025-26, came out just the other day. Next season's pass is going to cost a little over $1,000. The official price tag is $1,051. That's a 7% jump from last year's $982 price tag.

That itself was also a bump up from the year prior. Epic's primary competitor is the Icon Pass, which is the offering by the privately held Altera Mountain Co. That Altera Icon Pass option does remain more expensive. But my hunch -- and I'm saying this as a skier who lives in Colorado and admittedly is very icon loyal --

My hunch is that Epic crossing over this $1,000 mark will actually have perhaps more of a negative impact on sales than they expect. I think that Vale is playing a tricky game with pricing. On the company's first quarter conference call in December, Lynch said that the number of passes sold in North America had declined by 2%. That's the first time that pass sales had declined since the pass was introduced in 2015, I believe it was.

But importantly, revenue from passes rose due to an 8% increase. They're playing this balancing act of, you raise prices to increase revenue, but also

retain customers. How would you like to see Vale balance that relationship? What matters more for a hospitality company? Is it pass retention and customer loyalty and delighting customers? Or is it, "Hey, we have a responsibility to shareholders, and we need to be consistently increasing revenue, even if it comes at the expense of losing some customers?"

Yeah. A company like Vale, in spite of all the struggles they've had, I still think their business has a lot of pricing power. I think we'll still see the Epic Pass go up at a pretty healthy rate in the future. If we look over the last five years, Vale's Epic Pass has only grown at a 1% to 2% annual growth rate. That's largely because they reset their prices lower in FY22.

So, the pass price growth has been significantly below inflation over the last five years. At the same time, the Icon Pass, like you mentioned, is a few hundred dollars more expensive than the Epic Pass. But I think the Epic Pass has exposure to more resorts. I think there's still an opportunity for them to continue raising their prices, even if skier visits and Epic

past sales decline, I think they can still make that up with more price increases. Another thing that's favorable for them is the supply side of the equation. There's fewer ski areas today than there was a few decades ago. And there's more skiers today than there was a few decades ago.

supply and demand dynamic gives Vale the power to continue raising their prices. There's definitely a lot of noise around Vale's business, for good reason. But I think focusing on supply and demand, two things that really matter, I think that could possibly mean that better times are ahead for Vale's shareholders.

We've talked a bit throughout this conversation about the troubles that are facing Vail's business. One of the most compelling things about this company, in my mind, is their hoard of real estate assets. They've got all these ski resorts. Those resorts exist on really highly coveted, beautiful land. On that land, they have resorts, hotels, etc.,

Does it make sense to think of Vale, the holder of real estate and real estate assets as a separate entity than Vale, the operator of real assets? Or do they have to work together?

I think they have to work together. They own the resorts, but at a lot of those resorts, they actually lease the land from the federal government, private landlords, Whistler-Blocombe in Canada. I think that's leased from the Canadian government. A lot of the land, they don't necessarily own, but they own the resorts and they operate the resorts on top of it. I don't think it's necessarily a pure play real estate company.

They also get the benefit from it, though, because there's no new supply of ski resorts coming to the market. I think there was one that came -- I forget what the name of the resort is, but I think it cost at least $1 billion to build. They're still going to benefit from no supply and maybe even negative supply as we move forward. I think they benefit from real estate in that sense.

We're recording this on Thursday, March 6th, but this segment's going to air on Monday, March 10th, which just so happens to be when Vail's next earnings call is. What are you going to be listening for on Monday? So, Warren Buffett just wrote his annual shareholder's letter for

Berkshire Hathaway. One of the quotes he mentioned was, he said, "I have also been a director of large public companies at which mistake or wrong were forbidden words at board meetings or analyst calls. That taboo implying managerial perfection always made me nervous." When Vale reports its earnings next week, I want them to admit that they made a mistake

because clearly mistakes happen if the shareholders aren't happy, the employees aren't happy, the guests aren't happy. I would just like to see them own up to that, make a mistake. That would make me feel a lot better about management in the company moving forward. Anthony Chavone, always a pleasure. Thanks so much for shining a light on this company. Thanks for having me.

As always, people on the program may have interests in the stocks they talk about, and The Motley Fool may have formal recommendations for or against, so don't buy or sell anything based only on what you hear. All personal finance content follows Motley Fool editorial standards and is not approved by advertisers. Motley Fool-only picked products can be personally recommended to friends like you. For The Motley Fool Money team, I'm Dylan Lewis. We'll be back tomorrow.