COSTAR GROUP, INC. Item 1.01. Entry into a Material Definitive Agreement.
Incurrence of New Revolving Credit Facility
On
The New Credit Agreement provides for revolving loans and letters of credit in
an aggregate principal amount of
Borrowings will bear interest at a floating rate which can be, at the Company's option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a LIBOR or EURIBOR rate (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case depending on the Company's Total Leverage Ratio (as defined in the New Credit Agreement).
The New Credit Agreement is scheduled to mature five years after the Closing Date.
The obligations under the New Credit Agreement are guaranteed, on a senior unsecured basis, by the Company and each of its current and future direct or indirect wholly owned restricted domestic subsidiaries, other than certain excluded subsidiaries (the Company and the guarantors, collectively, the "Credit Parties").
The New Credit Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees and an affiliate transactions covenant, subject to certain exceptions. The New Credit Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make investments, acquisitions, loans or advances, pay dividends and sell or otherwise transfer assets.
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The New Credit Agreement also provides that, during any period of time in which
the Company has obtained and maintains a corporate investment grade rating from
any two of
The New Credit Agreement contains a financial maintenance covenant that requires the Company to maintain a Total Leverage Ratio (as defined in the New Credit Agreement) of less than or equal to 4.50 to 1.00, tested at the end of each fiscal quarter. The New Credit Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; cross-acceleration to other material indebtedness (including the Notes (as defined below)); certain change of control events; and material money judgments and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the New Credit Agreement.
Issuance of
On the Closing Date, the Company issued
Interest and maturity. Interest on the Notes is payable semi-annually in arrears
on
Guarantees. The Company's domestic wholly owned subsidiaries-
Ranking. The Notes are the Company's general unsecured senior obligations. The Notes and related guarantees rank equally in right of payment with all of the Company's and the guarantors' existing and future senior indebtedness (including obligations under the New Credit Agreement) and senior in right of payment to all of the Company's and the guarantors' future subordinated obligations. The Notes and related guarantees are structurally subordinated in right of payment to all existing and future liabilities (including trade payables) of the Company's non-guarantor subsidiaries. The Notes and related guarantees are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
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Optional redemption for the Notes. Prior to
Change of control and other restrictive covenants. The Notes are subject to covenants that, among other things, require the Company to make an offer to repurchase the Notes at 101% of their principal amount in the event of a change of control and a downgrade in the ratings of the Notes, and limit the Company's ability and the ability of the Company's subsidiaries to create certain liens; enter into sale lease-back transactions; and merge, consolidate or sell all or . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
Indenture, dated as of July 1, 2020 , by and among CoStar Group, Inc. ,
as issuer, the guarantors named therein and Wilmington Trust, National
Association , as trustee, relating to the 2.800% Senior Notes due 2030,
4.1 including the form of 2.800% Senior Notes due 2030.
Second Amended and Restated Credit Agreement, dated as of July 1,
2020 , by and among CoStar Group, Inc. , as borrower, CoStar Realty
Information, Inc. , as co-borrower, the lenders party thereto and Bank
10.1 of America, N.A. , as administrative agent
The cover page from this Current Report on Form 8-K, formatted as
104 Inline XBRL.
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