CoStar Group Announces Benchmark Senior Notes Offering
June 24 2020 - 8:56AM
Business Wire
CoStar Group, Inc. (Nasdaq: CSGP) (“CoStar”) announced today
that it intends to offer senior unsecured notes due 2030 (the
“Notes”) in a benchmark size in a private placement (the
“Offering”) exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), subject to market and
other conditions. CoStar is also seeking to amend and restate its
existing $750 million credit facility to, among other things,
extend the maturity to 2025, release all existing security
interests, make changes to certain covenants and revise pricing
(the “Amended and Restated Credit Facility”).
CoStar intends to use the net proceeds from the Offering to
repay outstanding borrowings under the Issuer’s existing credit
facility, fund all or a portion of the costs of any strategic
acquisitions it determines to pursue in the future, and for working
capital and other general corporate purposes.
The Notes will be senior unsecured obligations of CoStar and
will be guaranteed by each of CoStar’s existing and future domestic
subsidiaries that is a borrower under or that guarantees
obligations under the Amended and Restated Credit Facility, subject
to certain exceptions.
The Notes will be offered in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act, and to certain non-U.S. persons in transactions outside of the
United States in reliance on Regulation S under the Securities Act.
The Notes will not be registered under the Securities Act or the
securities laws of any state or jurisdiction, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell or the
solicitation of an offer to purchase the Notes, nor shall there be
any sale of the Notes 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
jurisdiction.
About CoStar Group, Inc.
CoStar Group, Inc. (Nasdaq: CSGP) is the leading provider of
commercial real estate information, analytics and online
marketplaces. Founded in 1987, CoStar conducts expansive, ongoing
research to produce and maintain the largest and most comprehensive
database of commercial real estate information. Our suite of online
services enables clients to analyze, interpret and gain unmatched
insight on commercial property values, market conditions and
current availabilities. Headquartered in Washington, DC, CoStar
maintains offices throughout the U.S. and in Europe, Canada and
Asia with a staff of over 4,200 worldwide, including the industry’s
largest professional research organization.
This news release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about CoStar’s plans, objectives, expectations, beliefs and
intentions and other statements including words such as “hope,”
“anticipate,” “may,” “believe,” “expect,” “intend,” “will,”
“should,” “plan,” “estimate,” “predict,” “continue” and “potential”
or the negative of these terms or other comparable terminology.
Such statements are based upon the current beliefs and expectations
of management of CoStar and are subject to many assumptions, risks
and uncertainties. Actual results may differ materially from the
results anticipated or implied in the forward-looking statements
and the assumptions and estimates used as a basis for the
forward-looking statements. The following factors, among others,
could cause or contribute to such differences: risks related to the
Offering and the Amended and Restated Credit Facility, including
that such transactions may not occur when or as expected;
uncertainty surrounding the impact of the COVID-19 outbreak,
including volatility in the international and U.S. economy, worker
absenteeism, quarantines or other travel or health-related
restrictions; the length and severity of the COVID-19 outbreak; the
pace of recovery following the COVID-19 outbreak; government and
private actions taken to control the spread of COVID-19; and the
risk that CoStar is unable to sustain current revenue, earnings and
net new sales bookings growth rates or increase them. More
information about potential factors that could cause results to
differ materially from those anticipated or implied in the
forward-looking statements include, but are not limited to, those
stated in CoStar’s filings from time to time with the Securities
and Exchange Commission, including in CoStar’s Annual Report on
Form 10-K for the year ended December 31, 2019, CoStar’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, each of
which is filed with the SEC, including in the “Risk Factors”
section of those filings, and CoStar’s other filings with the SEC
available at the SEC’s website (www.sec.gov). All forward-looking
statements are based on information available to CoStar on the date
hereof, and CoStar assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200624005472/en/
Scott Wheeler Chief Financial Officer (202) 336-6920
swheeler@costar.com
Sarah Spray Vice President, Investor Relations (202) 346-6394
sspray@costar.com
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