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):  May 26, 2020

COSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
0-24531
52-2091509
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1331 L Street, NW, Washington, DC
20005
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code:  (202) 346-6500

Not Applicable
(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. 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:

Title of each class:
 
Trading Symbol(s)
 
Name of each exchange on which registered:
Common Stock ($0.01 par value)
 
CSGP
 
The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐
Item 8.01.          Other Events.

On May 26, 2020, CoStar Group, Inc. (“CoStar”) issued 2,290,076 shares of its common stock, par value $0.01 per share (the “Shares”), pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-238500), for an aggregate purchase price of $1.5 billion, pursuant to an underwriting agreement, dated May 20, 2020 (the “Underwriting Agreement”), among CoStar and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters the (“Underwriters”) listed on Schedule 1 to the Underwriting Agreement, which agreement is filed herewith as Exhibit 1.1. The Company also granted the Underwriters a 30-day option to purchase up to 343,511 additional Shares (the “Option Shares”).

On May 26, 2020, the Underwriters exercised in full their option to purchase the Option Shares.  On May 28, 2020, the Company issued 343,511 Option Shares to the Underwriters, for an aggregate purchase price of $225.0 million.

The opinion of Gibson, Dunn & Crutcher LLP, relating to the validity of the shares of common stock offered and sold pursuant to the Underwriting Agreement, is filed herewith as Exhibit 5.1.

The foregoing description of the Underwriting Agreement, Shares, Option Shares and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these documents and securities, forms or copies of which are incorporated by reference or are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       
Description
   
1.1
Underwriting Agreement, dated May 20, 2020 among CoStar Group, Inc. and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters listed on Schedule 1 to the Underwriting Agreement.
   
5.1
Opinion of Gibson, Dunn & Crutcher LLP.
   
Consent of Gibson, Dunn & Crutcher LLP (set forth in Exhibit 5.1).
   
104
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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.

 
COSTAR GROUP, INC.
     
 
By:
 
Date: May 28, 2020
 
/s/ Scott T. Wheeler
     
 
Name:
Scott T. Wheeler
 
Title:
Chief Financial Officer
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