form_8k.htm
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): September 14,
2007
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COSTAR
GROUP, INC.
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(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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(IRS
Employer Identification
No.)
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2
Bethesda Metro Center, Bethesda, Maryland
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20814
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (301) 215-8300
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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
In
connection with CoStar Group, Inc.’s (“CoStar’s”) efforts to streamline its
European operations, reduce operating expenses, and relocate a portion of
its
European research staff to a new research center located in Glasgow, Scotland,
on September 14, 2007, FOCUS Information Limited (“FOCUS”), a wholly owned U.K.
subsidiary of CoStar, entered into a Contract for Sale and Purchase (the
“Agreement”) with Trafigura Limited (“Trafigura”). Pursuant to the
Agreement, FOCUS has agreed to assign to Trafigura its leasehold interest
in the
office space located at Part Third Floor (South), Portman House, 2 Portman
Street, London W1 (the “Lease”) no later than June 24, 2008. FOCUS’
obligation to assign the Lease to Trafigura is conditioned upon FOCUS’ receipt
of the landlord’s consent to the assignment.
If
the
Lease assignment is completed on or before February 29, 2008, Trafigura will
pay
FOCUS £4,000,000, exclusive of VAT; if the assignment is completed between March
1, 2008 and March 31, 2008, Trafigura will pay FOCUS £3,500,000, exclusive of
VAT; and, if the assignment is completed between April 1, 2008 and June 24,
2008, Trafigura will pay FOCUS £3,000,000, exclusive of VAT. FOCUS
anticipates it will incur expenses associated with the assignment and resulting
relocation of office space in London of approximately £300,000 to
£500,000. Upon completion, CoStar expects to record the amount paid
by Trafigura to FOCUS, net of expenses, in connection with the assignment
of the
Lease as “Gain from lease assignment, net” on its Consolidated Statement of
Operations.
Trafigura
will be liable for all Lease payments commencing as of the date of
completion. Neither CoStar nor FOCUS has entered into, or agreed to
enter into, any guarantee of the Lease in connection with the
assignment.
FOCUS
intends to relocate within Central London and is currently negotiating lease
terms for new, less expensive office space. The move is expected to
facilitate further integration of CoStar’s U.K. offices in London following
CoStar’s acquisition earlier this year of Property Investment Exchange Limited
(Propex). In addition, upon completion of the Lease assignment,
CoStar expects to gain operational efficiencies by consolidating European
research operations under one roof in Glasgow and combining its U.K. sales
operations in one central location in London, all under the direction of
Managing Director Paul Marples.
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.
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COSTAR
GROUP, INC.
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By:
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Date:
September 18, 2007
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/s/
Brian J.
Radecki |
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Name:
Brian J. Radecki
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Title: Chief
Financial Officer
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