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CSGP > SEC Filings for CSGP > Form 8-K on 11-Jun-2014All Recent SEC Filings

Show all filings for COSTAR GROUP INC



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On June 11, 2014, CoStar Group, Inc. ("CoStar") issued 3,450,000 shares of its common stock, par value $0.01 per share (the "Shares"), pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-196466), for an aggregate purchase price of $552,000,000, pursuant to an underwriting agreement, dated June 5, 2014 (the "Underwriting Agreement"), between CoStar and J.P. Morgan Securities LLC, as representative of the several Underwriters listed on Schedule 1 to the Underwriting Agreement, which agreement is filed herewith as Exhibit 1.1.

The opinion of Gibson, Dunn & Crutcher LLP, relating to the validity of the Shares offered and sold pursuant to the Underwriting Agreement, is filed herewith as Exhibit 5.1.

The foregoing description of the Underwriting Agreement, Shares and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these documents and securities, forms or copies of which are incorporated by reference or are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

 1.1              Underwriting Agreement, dated June 5, 2014 between CoStar Group,
                  Inc. and J.P. Morgan Securities LLC, as representative of the
                  several Underwriters listed on Schedule 1 to the Underwriting

 5.1              Opinion of Gibson, Dunn & Crutcher LLP.

23.1              Consent of Gibson, Dunn & Crutcher LLP (set forth in
                  Exhibit 5.1).

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