CoStar Group Enters Material Definitive Agreement

TL;DR

CoStar just signed a big deal, details TBD.

AI Summary

On April 21, 2024, CoStar Group, Inc. entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures.

Why It Matters

This filing indicates a significant new business development for CoStar Group, Inc., the specifics of which will be closely watched by investors and competitors.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

• COSTAR GROUP, INC. (company) — Registrant
• April 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock ($0.01 par value) CSGP Nasdaq Global Selec
• $0.0001 — terport Class A common stock, par value $0.0001 per share (the "Matterport Common Stock
• $2.75 — er Share Stock Consideration") and (ii) $2.75 in cash per share, without interest (th
• $94.62 — Share Price is greater than or equal to $94.62 (the "Ceiling Price"), then the Exchang
• $77.42 — nt Share Price is less than or equal to $77.42 (the "Floor Price"), then the Exchange

Filing Documents

• d828310d8k.htm (8-K) — 42KB
• d828310dex21.htm (EX-2.1) — 511KB
• d828310dex991.htm (EX-99.1) — 20KB
• 0001193125-24-103937.txt ( ) — 834KB
• csgp-20240421.xsd (EX-101.SCH) — 2KB
• csgp-20240421_lab.xml (EX-101.LAB) — 17KB
• csgp-20240421_pre.xml (EX-101.PRE) — 11KB
• d828310d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following documents are filed herewith as exhibits to this Current Report: Exhibit No. Description 2.1 Agreement and Plan of Merger and Reorganization, dated April 21, 2024, by and among CoStar Group, Inc., Matterport, Inc., Matrix Merger Sub, Inc. and Matrix Merger Sub II LLC. 99.1 CoStar Press Release, dated April 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Current Report may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact, including statements regarding the proposed acquisition of Matterport, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be "forward-looking statements" for purposes of federal and state securities laws. These forward-looking statements, involve a number of risks and uncertainties that could significantly affect the financial or operating results of CoStar, Matterport or the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. CoStar can give no assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed transaction and the timing of the closing of the proposed transaction; the ability to successfully integrate operations and employees; the ability to realize anticipated benefits and synergies of the proposed mergers as rapidly or to the extent anticipated by financial analysts or investors; the potential impact of announcement of the proposed mergers or consummation of the proposed transacti

SIGNATURES

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. Date: April 22, 2024 By: /s/ Scott T. Wheeler Name: Scott T. Wheeler Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR