8-K

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): June 5, 2015 (June 1, 2015)

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))

Item 1.01. Entry into a Material Definitive Agreement.

CoStar Group, Inc. (the “Company” or “CoStar Group”) entered into Amendment No. 1 dated June 1, 2015 (the “Amendment”) to the Credit Agreement (the “Credit Agreement”) dated as of April 1, 2014, by and among CoStar Group, as Borrower, CoStar Realty Information, Inc. (“CoStar”), as Co-Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent to modify the definition of “Continuing Directors” in Section 1.01 of the Credit Agreement. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following items, which are more fully described in our proxy statement dated April 20, 2015, were submitted to a vote of the stockholders of CoStar Group at the Company’s 2015 Annual Meeting held on June 3, 2015. The final voting results are as follows:

(1) The following nominees were elected to our Board to serve until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Michael J. Glosserman, Warren H. Haber, John W. Hill, Christopher J. Nassetta and David J. Steinberg.

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Michael R. Klein	28,913,469	713,998	20,732	1,099,526
Andrew C. Florance	29,407,862	219,599	20,738	1,099,526
Michael J. Glosserman	29,408,173	217,395	22,631	1,099,526
Warren H. Haber	29,055,322	582,436	10,441	1,099,526
John W. Hill	29,476,485	149,526	22,188	1,099,526
Christopher J. Nassetta	29,134,808	491,095	22,296	1,099,526
David J. Steinberg	29,540,450	85,453	22,296	1,099,526

(2) The amendment and restatement of the Company’s Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder:

Votes For	29,574,798
Votes Against	49,434
Abstentions	23,967
Broker Non-Votes	1,099,526

(3) The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified upon the following vote:

Votes For	30,505,929
Votes Against	217,833
Abstentions	23,963

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(4) The advisory resolution on executive compensation was approved upon the following vote:

Votes For	28,781,019
Votes Against	775,303
Abstentions	91,877
Broker Non-Votes	1,099,526

Item 8.01. Other Events.

On June 1, 2015, CoStar, a wholly owned subsidiary of CoStar Group completed its acquisition of Network Communications, Inc. (“NCI”), including its Apartment Finder business, pursuant to an Agreement and Plan of Merger dated April 27, 2015, (the “Merger Agreement”), among CoStar, Orange, LLC, a wholly owned subsidiary of CoStar (“Merger Sub”), NCI, and Shareholder Representative Services LLC. Pursuant to the Merger Agreement, Merger Sub merged with and into NCI (the “Merger”), with NCI continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of CoStar.

The foregoing description of the Merger Agreement and the related Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2015, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description

2.1        Agreement and Plan of Merger, dated as of April 27, 2015, by and among CoStar Realty Information, Inc.,

Orange, LLC, Network Communications, Inc., and Shareholder Representative Services LLC (the schedules

and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule

will be furnished supplementally to the Securities and Exchange Commission upon request) (Incorporated by

reference to Exhibit 2.1 to CoStar’s Current Report on Form 8-K, filed on April 29, 2015).

10.1        Amendment No. 1, dated June 1, 2015, to the Credit Agreement, dated as of April 1, 2014, by and among CoStar

Group, Inc., as Borrower, CoStar Realty Information, Inc., as Co-Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

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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: June 5, 2015	/s/ Brian J. Radecki
	Name: Brian J. Radecki
	Title: Chief Financial Officer

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Exhibit No.Description

2.1        Agreement and Plan of Merger, dated as of April 27, 2015, by and among CoStar Realty Information, Inc.,

Orange, LLC, Network Communications, Inc., and Shareholder Representative Services LLC (the schedules

and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule

will be furnished supplementally to the Securities and Exchange Commission upon request) (Incorporated by

reference to Exhibit 2.1 to CoStar’s Current Report on Form 8-K, filed on April 29, 2015).

10.1        Amendment No. 1, dated June 1, 2015, to the Credit Agreement, dated as of April 1, 2014, by and among CoStar

Group, Inc., as Borrower, CoStar Realty Information, Inc., as Co-Borrower, the Lenders from time to time party

thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT No. 1 dated as of June 1, 2015 (this “Amendment”), to the CREDIT AGREEMENT dated as of April 1, 2014 (the “Credit Agreement”) among COSTAR GROUP, INC. (the “Borrower”), COSTAR REALTY INFORMATION, INC., the Lenders party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS the Borrower and the Lenders under the Credit Agreement party hereto, constituting the Required Lenders under the Credit Agreement, desire to amend the Credit Agreement, on the terms and subject to the conditions set forth herein, to modify the defintion of “Continuing Directors” in Section 1.01 of the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and recitals hereto) have the meanings assigned to them in the Credit Agreement.

SECTION 2.Amendment of the Credit Agreement. Effective as of the Amendment Execution Date, the definition of the term “Continuing Director” in Section 1.01 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Continuing Director” means, at any date, an individual (a) who is a member of the board of directors of the Borrower on the Closing Date, (b) who, as at such date, has been a member of such board of directors for at least the 12 preceding months, or (c) who has been nominated to be a member of such board of directors by a majority of the other Continuing Directors then in office.

SECTION 3.Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and to each of the Lenders, as of the Amendment Execution Date, that:

(a)The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment Execution Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date.

(b)On and as of the Amendment Execution Date, after giving effect to this Amendment, no Default has occurred and is continuing under the Credit Agreement.

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SECTION 4.Amendment Effectiveness. This Amendment will become effective on the first date (the “Amendment Execution Date”) on which (a) the Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Lenders that constitute at least the Required Lenders under the Credit Agreement and (iii) the Administrative Agent, either (x) counterparts of this Amendment (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent that such party has signed a counterpart of this Amendment.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Execution Date, and such notice shall be conclusive and binding.

SECTION 5.Effect of Amendment. (a). Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances.

(b)On and after the Amendment Execution Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment will constitute a Loan Document for all purposes of the Credit Agreement and each other Loan Document.

SECTION 6.Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 7.Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be as effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.

COSTAR GROUP, INC.,

by/s/ Charles A. Colligan
Name: Charles A. Colligan
Title: Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,

by/s/ Alicia Schreibstein
Name: Alicia Schreibstein
Title: Vice President

[Amendment Signature Page]

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Bank of America, N.A.    

by
	/s/ Mary K. Giermek
	Name: Mary K. Giermek
	Title: Senior Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

4

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: SunTrust Bank

by
	/s/ James W. Ford
	Name: James W. Ford
	Title: Managing Director

For any Lender that requires a second signature line:

by
	Name:
	Title:

5

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Wells Fargo Bank, National Association

by
	/s/ Barbara K. Angel
	Name: Barbara K. Angel
	Title: Senior Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

6

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Fifth Third Bank

by
	/s/ Susan Waters
	Name: Susan Waters
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

7

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: HSBC Bank USA, NA

by
	/s/ Jacob C. Streit
	Name: Jacob C. Streit
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

8

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: PNC Bank, National Association

by
	/s/ Bremmer Kneib
	Name: Bremmer Kneib
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

9

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: CAPITAL ONE, N.A.

by
	/s/ Michelle Khalili
	Name: Michelle Khalili
	Title: Senior Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

10

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Silicon Valley Bank

by
	/s/ Will Deevy
	Name: Will Deevy
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

11

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Citibank, N.A.

by
	/s/ Brian J. Rolli
	Name: Brian J. Rolli
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

12

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Citizens Bank, N.A. (f.d.b.a. RBS Citizens, N.A.)

by
	/s/ Andrew J. Meara
	Name: Andrew J. Meara
	Title: Senior Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

13

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: TD Bank, N.A.

by
	/s/ Mark Worthy
	Name: Mark Worthy
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

14

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Raymond James Bank, NA

by
	/s/ Eric Strange
	Name: Eric Strange
	Title: Vice President

For any Lender that requires a second signature line:

by
	Name:
	Title:

15

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Sabadell United Bank, N.A.

by
	/s/ Maurici Lladó
	Name: Maurici Lladó
	Title: Executive Vice President – Corporate & Commercial Banking

For any Lender that requires a second signature line:

by
	Name:
	Title:

16

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SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

OF COSTAR GROUP, INC.

Name of Lender: Goldman Sachs Bank, NA

by
	/s/ Jamie Minieri
	Name: Jamie Minieri
	Title: Authorized Signatory

For any Lender that requires a second signature line:

by
	Name:
	Title:

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