CoStar Group Announces Benchmark Senior Notes Offering

CoStar Group, Inc. (Nasdaq: CSGP) (“CoStar”) announced today that it intends to offer senior unsecured notes due 2030 (the “Notes”) in a benchmark size in a private placement (the “Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. CoStar is also seeking to amend and restate its existing $750 million credit facility to, among other things, extend the maturity to 2025, release all existing security interests, make changes to certain covenants and revise pricing (the “Amended and Restated Credit Facility”).

CoStar intends to use the net proceeds from the Offering to repay outstanding borrowings under the Issuer’s existing credit facility, fund all or a portion of the costs of any strategic acquisitions it determines to pursue in the future, and for working capital and other general corporate purposes.

The Notes will be senior unsecured obligations of CoStar and will be guaranteed by each of CoStar’s existing and future domestic subsidiaries that is a borrower under or that guarantees obligations under the Amended and Restated Credit Facility, subject to certain exceptions.

The Notes will be offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any state or jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This news release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About CoStar Group, Inc.

CoStar Group, Inc. (Nasdaq: CSGP) is the leading provider of commercial real estate information, analytics and online marketplaces. Founded in 1987, CoStar conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of commercial real estate information. Our suite of online services enables clients to analyze, interpret and gain unmatched insight on commercial property values, market conditions and current availabilities. Headquartered in Washington, DC, CoStar maintains offices throughout the U.S. and in Europe, Canada and Asia with a staff of over 4,200 worldwide, including the industry’s largest professional research organization.

This news release 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 CoStar’s plans, objectives, expectations, beliefs and intentions and other statements including words such as “hope,” “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 are subject to many assumptions, risks and uncertainties. Actual results may differ materially from the results anticipated or implied in the forward-looking statements and the assumptions and estimates used as a basis for the forward-looking statements. The following factors, among others, could cause or contribute to such differences: risks related to the Offering and the Amended and Restated Credit Facility, including that such transactions may not occur when or as expected; uncertainty surrounding the impact of the COVID-19 outbreak, including volatility in the international and U.S. economy, worker absenteeism, quarantines or other travel or health-related restrictions; the length and severity of the COVID-19 outbreak; the pace of recovery following the COVID-19 outbreak; government and private actions taken to control the spread of COVID-19; and the risk that CoStar is unable to sustain current revenue, earnings and net new sales bookings growth rates or increase them. More information about potential factors that could cause results to differ materially from those anticipated or implied in the forward-looking statements include, but are not limited to, those stated in CoStar’s filings from time to time with the Securities and Exchange Commission, including in CoStar’s Annual Report on Form 10-K for the year ended December 31, 2019, CoStar’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, each of which is filed with the SEC, including in the “Risk Factors” section of those filings, and CoStar’s other filings with the SEC available at the SEC’s website (www.sec.gov). All forward-looking statements are based on information available to CoStar on the date hereof, and CoStar assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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