As filed with the Securities and Exchange Commission on May 19, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CoStar Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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52-2091509
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1331 L Street, NW
Washington, D.C. 20005
(202) 346-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jaye Campbell
General Counsel and Secretary
CoStar Group, Inc.
1331 L Street, NW
Washington, D.C. 20005
(202) 346-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Andrew L. Fabens
Gibson, Dunn & Crutcher LLP
200 Park Ave.
New York, NY 10166
(212) 351-4000
(Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this
Registration Statement, as determined by the Registrant.)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Debt Securities(1)
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(2)
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(2)
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(2)
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(3)
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Common Stock(1)
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(2)
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(2)
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(2)
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(3)
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Preferred Stock(1)
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(2)
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(2)
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(2)
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(3)
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Warrants(1)
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(2)
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(2)
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(2)
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(3)
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Depositary Shares(1)(4)
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(2)
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(2)
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(2)
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(3)
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Purchase Contracts(1)(5)
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(2)
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(2)
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(2)
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(3)
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(1)
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Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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(2)
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Omitted pursuant to General Instructions II.E of Form S-3. An indeterminate amount of securities of each identified class is being registered as may from time to time be issued at indeterminate prices.
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(3)
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In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.
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(4)
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There is being registered under this registration statement an indeterminate number of depositary shares to be evidenced by depositary receipts as may be issued pursuant to a deposit agreement in the event that CoStar Group, Inc. elects to offer to the public fractional shares of the preferred stock registered hereby. Such depositary receipts will be distributed to those persons purchasing such fractional interests and the shares of the preferred stock will be issued to the depositary under the deposit agreement. No separate consideration will be received for depositary shares. An indeterminate number of depositary shares may also be issued upon settlement of purchase contracts.
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(5)
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Each purchase contract will obligate CoStar Group, Inc. to sell, and the holder thereof to purchase, an indeterminate number of debt securities, common stock, preferred stock or other securities described herein.
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