false0001057352 0001057352 2020-02-11
2020-02-11
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): February 12, 2020
(February 11,
2020)
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COSTAR
GROUP, INC.
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(Exact name of registrant as
specified in its charter)
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Delaware
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0-24531
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52-2091509
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(State or other
jurisdiction of incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1331 L Street,
NW,
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Washington,
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DC
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20005
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (202)
346-6500
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Not
Applicable
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(Former name or former
address, if changed since last report.)
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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.
below):
☐
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))
Securities
registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock ($0.01 par
value)
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CSGP
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Nasdaq Global Select
Market
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Indicate by check mark
whether the registrant is an emerging growth company as defined in
Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
o
Item
1.01. Entry into a Material Definitive
Agreement.
Asset
Purchase Agreement
On February 11,
2020, CSGP Holdings, LLC (“CSGP”), an indirect wholly owned
subsidiary of CoStar Group Inc. (“CoStar”), RentPath Holdings, Inc.
(“RentPath”), certain direct or indirect wholly owned subsidiaries
of RentPath (together with RentPath, the “Sellers”), and, solely
for the purposes set forth therein, CoStar, entered into an asset
purchase agreement (the “Asset Purchase Agreement”) dated as of the
Petition Date (as defined below). Pursuant to the Asset
Purchase Agreement, and subject to the terms and conditions set
forth therein, CSGP will acquire for $587.5 million in cash all of
the equity interests of RentPath, as reorganized following an
internal restructuring of the Sellers (“Reorganized RentPath”)
pursuant to and under the joint chapter 11 plan of reorganization
of the Sellers (the “Chapter 11 Plan”) in the Chapter 11 cases of
the Sellers and certain of their affiliates filed on or about
February 12, 2020 (the “Petition Date”) in the U.S. Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”). In
connection with the internal restructuring, certain assets and
certain liabilities, in each case, related to the Sellers’ business
of providing digital media services to clients in the residential
real estate business (the “Business”) will be transferred to and
assumed by Reorganized RentPath, and excluded assets and excluded
liabilities will be transferred to and assumed by a wind-down
estate.
The completion of
the transaction is subject to customary conditions, including,
among others, (a) the absence of any law or order prohibiting the
closing, (b) the expiration or termination of any applicable
waiting period under applicable antitrust laws and (c) the
Bankruptcy Court having entered orders confirming the Asset
Purchase Agreement, the Chapter 11 Plan and specified matters in
connection therewith and the Chapter 11 Plan having become
effective in accordance with its terms and the confirmation
order. Each of the Sellers and CSGP has made customary
representations and warranties in the Asset Purchase
Agreement. The Sellers also have agreed to various covenants,
including, among others things, (i) to conduct the Business in the
ordinary course during the period between the date of the Asset
Purchase Agreement and the closing of the transaction, in each
case, subject to certain exceptions, and (ii) to comply with
certain Bankruptcy Court matters. Under the terms of the Asset
Purchase Agreement, CoStar has agreed to guarantee the full and
timely performance of CSGP’s obligations under the Asset Purchase
Agreement.
The Asset
Purchase Agreement may be terminated by CSGP, on the one hand, or
the Sellers, on the other hand, under certain circumstances,
including if the transaction is not consummated by August 11, 2020
(which date may, subject to certain exceptions, be extended up to
February 10, 2021 under certain circumstances). The Asset Purchase
Agreement further provides that, upon termination of the Asset
Purchase Agreement under specified circumstances in which certain
antitrust approvals are not obtained, or a governmental order
related to antitrust or competition matters prohibits the
consummation of the transaction, CGSP will be required to pay to
the Sellers a cash termination fee of $58.75 million.
The foregoing description of
the Asset Purchase Agreement is included to provide you with
information regarding its terms. It does not purport to be a
complete description and is qualified in its entirety by reference
to the full text of the Asset Purchase Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. The
representations, warranties and covenants contained in the Asset
Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were made solely for the benefit of the
parties to the Asset Purchase Agreement, may be subject to
limitations agreed upon by the parties and qualified by disclosures
not reflected in the text of the Asset Purchase Agreement, are not
intended to provide factual, business, or financial information
about the parties and may be subject to a contractual standard of
materiality different from those generally applicable to
stockholders or may have been used for purposes of allocating risk
between CSGP, on the one hand, and the Sellers, on the other hand,
rather than establishing matters as facts. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Asset Purchase
Agreement, which subsequent information may or may not be fully
reflected in CoStar’s public disclosures.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Asset Purchase Agreement,
dated as of the Petition Date (on or about February 12, 2020),
among CSGP Holdings, LLC, CoStar Group, Inc. (solely for the
specified purposes), RentPath Holdings, Inc. and the other Sellers
named therein.
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104
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The cover page from this
Current Report on Form 8-K, formatted as Inline XBRL.
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*Non-material schedules have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy
of any omitted schedule will be furnished to the SEC upon
request.
SIGNATURES
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.
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COSTAR GROUP,
INC.
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By:
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Date:
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February 12,
2020
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/s/ Scott T.
Wheeler
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Name: Scott T.
Wheeler
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Title: Chief Financial
Officer
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