Costar Group, Inc 8-K, filed Jan 4, 2021
Costar Group, Inc. (CSGP)
8-K
2021-01-04
For: 2021-01-04
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Added on
April 12, 2026
About this 8-K
Costar Group, Inc filed this 8-K on January 4, 2021.
Items reported
- Item 1.02: Ended a material agreement
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): January 4, 2021
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Item 1.02. Termination of a Material Definitive Agreement.
Pursuant to the terms of the asset purchase agreement (the “Asset Purchase Agreement”), dated February 11, 2020, by and among CSGP Holdings, LLC (“CSGP”), an indirect wholly owned subsidiary of CoStar Group, Inc. (“CoStar”), RentPath Holdings, Inc. (“RentPath”), certain direct or indirect wholly owned subsidiaries of RentPath (together with RentPath, the “Sellers”), and, solely for the purposes set forth therein, CoStar, allowing CSGP to terminate the Asset Purchase Agreement if the closing of the transactions contemplated thereby had not occurred by November 11, 2020, on December 31, 2020, CSGP terminated the Asset Purchase Agreement.
Sellers notified CoStar and CSGP of their intent to terminate the Asset Purchase Agreement on December 29, 2020. On January 4, 2021, CoStar and CSGP commenced an adversary proceeding against Sellers seeking a declaratory judgment that Sellers’ attempted termination of the Asset Purchase Agreement was ineffective and improper because Sellers were in breach of the Asset Purchase Agreement and that CSGP is not obligated to pay the “Break Up Fee,” as defined in the Asset Purchase Agreement.
The foregoing description of terms of the Asset Purchase Agreement does not purport to be complete and is qualified by reference to the Asset Purchase Agreement, a complete copy of which is attached as Exhibit 10.1 to CoStar’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 12, 2020, and incorporated herein by reference.
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: | January 4, 2021 | /s/ Scott T. Wheeler | ||||||
| Name: Scott T. Wheeler | ||||||||
| Title: Chief Financial Officer | ||||||||