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 20, 2011
COSTAR GROUP, INC.
(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)
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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, Washington, DC
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20005 |
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| (Address of Principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On April 27, 2011, CoStar Group, Inc. (“CoStar”, “we” or the “Company”) announced that
we and one of our wholly owned subsidiaries had entered into an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of April 27, 2011, among CoStar, Lonestar
Acquisition Sub, Inc., a wholly owned subsidiary of CoStar, and LoopNet, Inc.
(“LoopNet”) pursuant to which, and subject to the terms and conditions of which, that
subsidiary will be merged with and into LoopNet (the “Merger”), with LoopNet
continuing as the surviving corporation and our wholly owned subsidiary.
On May 20, 2011, CoStar entered into Amendment No. 1 (the “Amendment”) to the Merger
Agreement. Pursuant to the Merger Agreement, holders of LoopNet’s performance stock
options and performance restricted stock units (“RSUs”) are to receive shares of
CoStar common stock in lieu of the cash consideration otherwise payable for a portion
of such performance stock options and performance RSUs, all as calculated in
accordance with the Merger Agreement. The Merger Agreement further provides that if,
as a result of the foregoing treatment of LoopNet’s performance stock options and
performance RSUs, CoStar would be required to issue an
aggregate number of shares of CoStar common stock pursuant to the Merger Agreement such that a vote of
CoStar’s stockholders would be required under the rules of the Nasdaq Stock Market,
CoStar shall reduce the amount of shares of CoStar common stock payable to holders of
LoopNet’s performance stock options and performance RSUs. The Amendment amends
and restates this limitation to provide instead that if, as a result of the foregoing
treatment of a portion of LoopNet’s performance stock options and performance RSUs,
CoStar would be required to issue more than 2.25 million shares of CoStar common stock
pursuant to the Merger Agreement, it may choose instead to pay to the holders of the
applicable performance stock options and RSUs the amounts in excess
of 2.25 million shares in cash.
The description contained in this Item 1.01 of certain terms of the Amendment and the
transactions contemplated thereby is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The Merger Agreement was filed as Exhibit 2.1 to
CoStar’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on April 28, 2011, and is incorporated herein by reference.
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| Item 7.01 |
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Regulation FD Disclosure. |
We are providing updated pro forma financial information with respect to LoopNet and
the combined consolidated company following the Merger, reflecting the use of
approximately $245.6 million of net proceeds from a proposed equity offering by the
Company to fund a portion of the cash consideration payable in connection with the
Merger. Pursuant to this Item 7.01, we are providing: (i) the consolidated historical
financial statements of LoopNet as of December 31, 2009 and 2010 and for each of the
years ended December 31, 2008, 2009 and 2010 and as of March 31, 2011 and for the
quarterly periods ended March 31, 2010 and 2011, attached as Exhibit 99.1 hereto and
incorporated by reference in this Item 7.01; and (ii) certain risk factors relating to
LoopNet’s business (the “LoopNet Risk Factors”), attached as Exhibit 99.2 hereto and
incorporated by reference in this Item 7.01.
The LoopNet Risk Factors were originally included in LoopNet’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2011, filed by LoopNet with the SEC
on May 6, 2011, and we are reproducing them without revision in this Form 8-K. As a
result, references in the Risk Factors to the “Company,” “we,” “us,” or “our” are
references to LoopNet and its subsidiaries, except as the context otherwise requires.
The information provided in and incorporated by reference in this Item 7.01 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in that filing.
In this Item 8.01, we are providing the unaudited condensed combined financial
statements of the Company and LoopNet, pro forma for the Merger and certain related
financing transactions, as of March 31, 2011 and for the three months ended March 31,
2011 and the fiscal year ended December 31, 2010, attached as Exhibit 99.3 hereto and
incorporated by reference in this Item 8.01.
Cautionary Statements Regarding Forward-Looking Statements.
This Current Report on Form 8-K and the information incorporated by reference herein
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 the benefits of the Merger, future financial and operating results,
the companies’ plans, objectives, expectations and intentions and other statements
including words such as “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 LoopNet and are subject
to significant risks and uncertainties. Actual results may differ materially from the
results anticipated in the forward-looking statements. The following factors, among
others, could cause or contribute to such differences: the risk that expected cost
savings or other synergies from the Merger may not be fully realized or may take
longer to realize than expected; the risk that the businesses of CoStar and LoopNet
may not be combined successfully or in a timely and cost-efficient manner; the
possibility that the Merger does not close, including, but not limited to, due to the
failure to obtain approval of LoopNet’s stockholders, or the failure to obtain
governmental approvals; the risk that business disruption relating to the Merger may
be greater than expected; and failure to obtain any required financing on favorable
terms. Additional factors that could cause results to differ materially from those
anticipated in the forward-looking statements can be found in CoStar’s Annual Report
on Form 10-K for the year ended December 31, 2010 and LoopNet’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011 filed with the SEC, including in the “Risk
Factors” section of each of these filings, and each company’s other filings with the
SEC available at the SEC’s website (http://www.sec.gov). Neither CoStar nor LoopNet
undertakes any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Additional Information.
In connection with the Merger, CoStar filed with the SEC a registration
statement on Form S-4 on May 13, 2011 that includes a preliminary proxy statement of
LoopNet that also constitutes a preliminary prospectus of CoStar. These materials are
not yet final and will be further amended. The proxy statement/prospectus will be
mailed to LoopNet stockholders once it is final. Investors and security holders are
urged to read the definitive proxy statement/prospectus when it becomes available and
any other relevant documents carefully in their entirety because they will contain
important information about the Merger. You may obtain copies of all documents filed
with the SEC regarding this transaction, including the definitive proxy
statement/prospectus when it becomes available, free of charge at the SEC’s website,
www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC
that are incorporated by reference in the proxy statement/prospectus can also be
obtained, free of charge, from CoStar’s website,
www.costar.com/Investors.aspx under the “SEC Filings” tab or from
LoopNet’s website, investor.loopnet.com, under the tab
“Investor Relations.”
CoStar, LoopNet and their respective directors, executive officers and certain other
members of management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of LoopNet in respect of the Merger.
Information regarding the persons who, under the rules of the SEC, are deemed
participants in the solicitation of the stockholders of LoopNet in connection with the
Merger is set forth in the preliminary proxy statement/prospectus included in the
registration statement on Form S-4 of CoStar filed with the SEC on May 13, 2011.
Information about CoStar’s executive officers and directors is available in CoStar’s
definitive proxy statement filed with the SEC on April 27, 2011. Information about
LoopNet’s executive officers and directors is also available in LoopNet’s definitive
proxy statement filed with the SEC on April 4, 2011. Free copies of these documents
are available from the CoStar and LoopNet websites using the contact information
above.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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| Exhibit No. |
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Description |
| Exhibit 2.1
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Amendment No. 1 to the Agreement and Plan of Merger, dated as
of May 20, 2011, among LoopNet, Inc., CoStar Group, Inc. and Lonestar
Acquisition Sub, Inc. |
| Exhibit 99.1
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Consolidated historical financial statements of LoopNet |
| Exhibit 99.2
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Risk
factors related to LoopNet’s business |
| Exhibit 99.3
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Unaudited
pro forma condensed combined financial data
of the Company and LoopNet |