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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CoStar Group Inc | NASDAQ:CSGP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.47 | 1.64% | 91.23 | 91.27 | 93.89 | 91.93 | 90.64 | 91.05 | 1,244,625 | 05:00:04 |
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Per share
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Total
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Public offering price
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$
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$
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Underwriting discounts and commissions
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$
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$
|
Proceeds, before expenses, to us
|
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$
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$
|
Goldman Sachs & Co. LLC
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J.P. Morgan
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BofA Securities
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Citigroup
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Wells Fargo Securities
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SunTrust Robinson Humphrey
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JMP Securities
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| |
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|
Needham & Company
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Stephens Inc.
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William Blair
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•
|
the effects of and uncertainty surrounding the COVID-19 pandemic, including the length and severity of the economic downturn
associated with the COVID-19 pandemic, including disruption of the international and national economy and credit markets;
|
•
|
actions taken by governments, businesses and individuals in response to the pandemic, such as office and other workplace closures,
worker absenteeism, quarantines, mass-transit disruptions or other travel or health-related restrictions;
|
•
|
how quickly economies, including the real estate industry in particular, recover after the pandemic subsides;
|
•
|
commercial real estate market conditions;
|
•
|
general economic conditions, both domestic and international, including the impacts of “Brexit” and uncertainty from the expected
discontinuance of LIBOR and the transition to any other interest rate benchmark;
|
•
|
our ability to identify and acquire additional acquisition candidates;
|
•
|
the possibility that the acquisitions of RentPath Holdings, Inc. (“RentPath”) and Ten-X Holding Company, Inc. (“Ten-X”) do not
close when expected or at all;
|
•
|
the risk that the bankruptcy process may cause greater business disruption for RentPath than expected;
|
•
|
our ability to realize the expected benefits, cost savings or other synergies from acquisitions, including STR, Inc. (now STR,
LLC), STR Global, Ltd., Off Campus Partners, LLC, RentPath and Ten-X, on a timely basis or at all;
|
•
|
our ability to combine acquired businesses, successfully or in a timely and cost-efficient manner;
|
•
|
business disruption relating to integration of acquired businesses or other business initiatives;
|
•
|
the risk that expected investments in acquired businesses, or the timing of any such investments, may change or may not produce
the expected results;
|
•
|
our ability to transition acquired service platforms to our model in a timely manner or at all;
|
•
|
changes and developments in business plans and operations;
|
•
|
theft of any personally identifiable information we, or the businesses that we acquire, maintain, store or process;
|
•
|
any actual or perceived failure to comply with privacy or data protection laws, regulations or standards;
|
•
|
any disruption of our systems, including due to any cyberattack or other similar event;
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•
|
the amount of investment for sales and marketing and our ability to realize a return on investments in sales and marketing;
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•
|
our ability to effectively and strategically combine, eliminate or de-emphasize service offerings;
|
•
|
reductions in revenues as a result of service changes;
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•
|
the time and resources required to develop upgraded or new services and to expand service offerings;
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•
|
changes or consolidations within the commercial real estate industry;
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•
|
customer retention;
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•
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our ability to attract new clients and to sell additional services to existing clients;
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•
|
our ability to successfully introduce and cross-sell new products or upgraded services in U.S. and foreign markets;
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•
|
our ability to attract consumers to our online marketplaces;
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•
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our ability to increase traffic on our network of sites;
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•
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the success of our marketing campaigns in generating brand awareness and site traffic;
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•
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our ability to protect and defend our intellectual property, including unauthorized or unlicensed use of our services;
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•
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competition;
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•
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foreign currency fluctuations;
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•
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global credit market conditions affecting investments;
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•
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our ability to continue to expand successfully, timely and in a cost-efficient manner, including internationally;
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•
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our ability to effectively penetrate and gain acceptance in new sectors and geographies;
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•
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our ability to control costs;
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•
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litigation or government investigations in which we become involved;
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•
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changes in accounting policies or practices;
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•
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release of new and upgraded services or entry into new markets by us or our competitors;
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•
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data quality;
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•
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expansion, growth, development or reorganization of our sales force;
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•
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employee retention, including employees of acquired businesses;
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•
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technical problems with our services;
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•
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managerial execution;
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•
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changes in relationships with real estate brokers, property managers and other strategic partners;
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•
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legal and regulatory issues, including any actual or perceived failure to comply with U.S. or international laws, rules or
regulations;
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•
|
successful adoption of and training on our services;
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•
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competitive conditions; and
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•
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the availability of capital.
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•
|
assumes that the underwriters will not exercise their option to purchase up to additional shares from the Company;
|
•
|
excludes 269,125 shares issuable upon the exercise of options outstanding as of March 31, 2020 with a weighted average exercise
price of $323.86 per share;
|
•
|
excludes an estimated 46,109 shares available for purchase under our Employee Stock Purchase Plan as of March 31, 2020;
|
•
|
excludes an estimated 1,560,860 shares reserved for issuance pursuant to future grants of awards under our 2016 Stock Incentive
Plan as of March 31, 2020;
|
•
|
excludes an estimated 10,770 shares reserved for issuance pursuant to awarded deferred stock units under our Management Stock
Purchase Plan as of March 31, 2020; and
|
•
|
excludes an estimated 11,617 shares issuable upon vesting of unvested restricted stock units as of March 31, 2020.
|
|
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Year Ended December 31,
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Three Months Ended
March 31, |
|||||||||
|
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2017
|
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2018
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2019
|
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2019
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2020
|
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(in thousands)
|
| |
|
| |
|
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|
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|
Consolidated Statement of Operations Data:
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|
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|
Revenues
|
| |
$965,230
|
| |
$1,191,832
|
| |
$1,399,719
|
| |
$328,425
|
| |
$391,847
|
Income from operations
|
| |
173,816
|
| |
273,564
|
| |
363,547
|
| |
93,492
|
| |
75,864
|
Net income
|
| |
$122,695
|
| |
$238,334
|
| |
$314,963
|
| |
$85,169
|
| |
$72,793
|
|
| |
As of December 31,
|
| |
As of March 31,
|
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2017
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2018
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2019
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2020
|
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(in thousands)
|
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|
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|
Consolidated Balance Sheet Data:
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| |
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| |
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|
Cash, cash equivalents and long-term investments
|
| |
$1,221,533
|
| |
$1,110,486
|
| |
$1,080,801
|
| |
$1,927,923
|
Working capital(1)
|
| |
1,141,269
|
| |
1,059,139
|
| |
992,109
|
| |
1,833,711
|
Total assets
|
| |
2,873,441
|
| |
3,312,957
|
| |
3,853,986
|
| |
4,684,597
|
Total long-term liabilities
|
| |
75,525
|
| |
136,856
|
| |
241,337
|
| |
985,107
|
Stockholders’ equity
|
| |
2,651,250
|
| |
3,021,942
|
| |
3,405,593
|
| |
3,462,811
|
(1)
|
Calculated as current assets less current liabilities.
|
•
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the length and severity of the pandemic;
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•
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the negative impact on global and regional economies, credit markets and economic activity;
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•
|
governmental, business and individual actions taken in response to the pandemic and the impact of those actions on global economic
activity;
|
•
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the impact of business disruptions and reductions in employment levels and the level of consumer confidence in the economy on our
clients and the resulting impact on their demand for our services and solutions;
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•
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business consolidations or failures among businesses that we serve;
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•
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our clients’ ability to pay for our services and solutions and our ability to collect payment for services provided;
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•
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our ability to market, develop, provide, and train clients on the use of our services and solutions, including as a result of our
employees or our clients’ employees working remotely, worker absenteeism, quarantines, social distancing or other travel or health-related restrictions;
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•
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the pace and extent of economic recovery following the COVID-19 pandemic, including recovery in the real estate industry in
particular;
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•
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increased costs of additional safety procedures and increased technology-related expenses to provide for business continuity; and
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•
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increased cyber security risk, data accessibility concerns, and susceptibility to communication disruptions as a result of the
increase in our employees and employees of our clients working remotely.
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•
|
actual or anticipated quarterly fluctuations in our operating results and financial condition;
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•
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changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
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•
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failure to meet analysts’ revenue or earnings estimates;
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•
|
speculation in the press or investment community generally or relating to our reputation or the commercial real estate industry or
the economy generally;
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•
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strategic actions by us or our competitors, such as acquisitions or restructurings;
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•
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actions by institutional shareholders;
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•
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fluctuations in the stock price and operating results of our competitors;
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•
|
future sales of our equity or equity-related securities;
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•
|
proposed or adopted regulatory changes or developments;
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•
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anticipated or pending investigations, proceedings or litigation that involve or affect us;
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•
|
domestic and international economic factors unrelated to our performance, including the impacts of “Brexit” and uncertainty from
the expected discontinuance of LIBOR and the transition to any other interest rate benchmark and the potential adverse impact on us or our customers of public health crises, including the current COVID-19 outbreak; or
|
•
|
general market conditions and, in particular, developments related to market conditions for the commercial real estate industry.
|
•
|
an actual basis as of March 31, 2020; and
|
•
|
on an adjusted basis as of March 31, 2020 to give effect to this offering of common stock and the use of proceeds therefrom.
|
|
| |
March 31, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted for
this Offering |
|
| |
($ in thousands)
|
|||
Cash and cash equivalents
|
| |
$1,927,923
|
| |
$3,152,923
|
Long-Term Debt:
|
| |
745,000
|
| |
745,000
|
Stockholders’ equity:
|
| |
|
| |
|
Preferred stock, $0.01 par value; 2,000 shares authorized;
none outstanding as of March 31, 2020
|
| |
—
|
| |
—
|
Common stock - $0.01 par value; 60,000 shares authorized;
36,739,512 issued and outstanding as of March 31, 2020
|
| |
367
|
| |
386
|
Additional paid-in capital
|
| |
2,469,981
|
| |
3,694,962
|
Accumulated and other comprehensive loss
|
| |
(20,804)
|
| |
(20,804)
|
Retained earnings
|
| |
$1,013,267
|
| |
$1,013,267
|
Total stockholders’ equity
|
| |
$3,462,811
|
| |
$4,687,811
|
Total Capitalization (long-term debt plus stockholders’
equity)
|
| |
$4,207,811
|
| |
$5,432,811
|
|
| |
Number of Shares
|
Goldman Sachs & Co. LLC
|
| |
|
J.P. Morgan Securities LLC
|
| |
|
BofA Securities, Inc.
|
| |
|
Citigroup Global Markets Inc.
|
| |
|
Wells Fargo Securities, LLC
|
| |
|
SunTrust Robinson Humphrey, Inc.
|
| |
|
JMP Securities LLC
|
| |
|
Needham & Company, LLC
|
| |
|
Stephens Inc.
|
| |
|
William Blair & Company, L.L.C.
|
| |
|
Total
|
| |
|
|
| |
Without exercise of options to purchase additional shares
|
| |
With exercise of options to purchase additional shares
|
Per Share
|
| |
$
|
| |
$
|
Total
|
| |
$
|
| |
$
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of the underwriters; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
•
|
does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations
Act”);
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•
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has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document
for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and
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•
|
may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the
categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).
|
(a)
|
to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the SFA)) pursuant to Section 274 of the SFA;
|
(b)
|
to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
|
(c)
|
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor,
|
(i)
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
|
(ii)
|
where no consideration is or will be given for the transfer;
|
(iii)
|
where the transfer is by operation of law;
|
(iv)
|
as specified in Section 276(7) of the SFA; or
|
(v)
|
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives
Contracts) Regulations 2018.
|
•
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is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
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•
|
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
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•
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is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
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•
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is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
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•
|
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
|
Section 96 (1) (a)
|
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the offer, transfer, sale, renunciation or delivery is to:
|
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(i)
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persons whose ordinary business, or part of whose ordinary business, is to deal
in securities, as principal or agent;
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(ii)
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the South African Public Investment Corporation;
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(iii)
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persons or entities regulated by the Reserve Bank of South Africa;
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(iv)
|
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authorised financial service providers under South African law;
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(v)
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financial institutions recognised as such under South African law;
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(vi)
|
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a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or
(e), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or
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(vii)
|
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any combination of the person in (i) to (vi); or
|
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|
| |
|
Section 96 (1) (b)
|
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the total contemplated acquisition cost of the securities, for any single
addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.
|
1.
|
THE INITIATION OF THE OFFER IN CHILE IS 05 , 2020.
|
2.
|
THE OFFER IS SUBJECT TO NCG 336 OF JUNE 27, 2012 ISSUED BY THE SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE (SUPERINTENDENCY OF
SECURITIES AND INSURANCE OF CHILE).
|
3.
|
THE OFFER REFERS TO SECURITIES THAT ARE NOT REGISTERED IN THE REGISTRO DE VALORES (SECURITIES REGISTRY) OR THE REGISTRO DE VALORES
EXTRANJEROS (FOREIGN SECURITIES REGISTRY) OF THE SVS AND THEREFORE:
|
a.
|
THE SECURITIES ARE NOT SUBJECT TO THE OVERSIGHT OF THE SVS; AND
|
b.
|
THE ISSUER THEREOF IS NOT SUBJECT TO REPORTING OBLIGATION WITH RESPECT TO ITSELF OR THE OFFERED SECURITIES.
|
•
|
dealers in securities or currencies, brokers, financial institutions, controlled foreign corporations, passive foreign investment
companies, regulated investment companies, real estate investment trusts, retirement plans, certain former citizens or long-term residents of the United States, tax-exempt entities, traders in securities that elect to use a mark-to-market
method of accounting for their securities holdings or insurance companies;
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•
|
U.S. Holders (as defined below) of shares of our common stock whose “functional currency” is not the U.S. dollar;
|
•
|
persons holding shares of our common stock as part of a hedging, integrated, constructive sale, or conversion transaction or a
straddle;
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•
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entities or arrangements that are treated as partnerships for U.S. federal income tax purposes; or
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•
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persons liable for alternative minimum tax.
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•
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an individual who is a citizen or resident of the United States;
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•
|
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under
the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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•
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a trust if (i) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the
authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
•
|
that gain is effectively connected with such Non-U.S. Holder’s conduct of a trade or business in the United States (and, where an
applicable income tax treaty so requires, is attributable to such Non-U.S. Holder’s permanent establishment in the United States);
|
•
|
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that
disposition, and certain other conditions are met; or
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•
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we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time within
the shorter of the five-year period ending on the date of disposition or the period that such Non-U.S. Holder held shares of our common stock and either our common stock was not regularly traded on an established securities market at any
time during the calendar year in which
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 26, 2020 (including the portions of our Proxy Statement on Schedule 14A of our 2020 Annual Meeting of Stockholders, as filed
with the SEC on April 24, 2020, incorporated by reference therein);
|
•
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on April 29, 2020;
|
•
|
our Current Reports on Form 8-K, as filed with the SEC on February 13, 2020, March 26,
2020, April 30, 2020 and May 14,
2020, respectively; and
|
•
|
the description of our common stock, par value $0.01 per share, contained in our Form 8-A filed with the SEC on June 25, 1998, as updated by Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on
February 26, 2020, and as subsequently amended or updated.
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Page
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| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
•
|
the effects of and uncertainty surrounding the COVID-19 pandemic, including the length and severity of the economic downturn
associated with the COVID-19 pandemic, including disruption of the international and national economy and credit markets;
|
•
|
actions taken by governments, businesses and individuals in response to the pandemic, such as office and other workplace closures,
worker absenteeism, quarantines, mass-transit disruptions or other travel or health-related restrictions;
|
•
|
how quickly economies, including the real estate industry in particular, recover after the pandemic subsides;
|
•
|
commercial real estate market conditions;
|
•
|
general economic conditions, both domestic and international, including the impacts of “Brexit” and uncertainty from the expected
discontinuance of LIBOR and the transition to any other interest rate benchmark;
|
•
|
our ability to identify and acquire additional acquisition candidates;
|
•
|
the possibility that the acquisitions of RentPath Holdings, Inc. (“RentPath”) and Ten-X Holding Company, Inc. (“Ten-X”) do not
close when expected or at all;
|
•
|
the risk that the bankruptcy process may cause greater business disruption for RentPath than expected;
|
•
|
our ability to realize the expected benefits, cost savings or other synergies from acquisitions, including STR, Inc. (now STR,
LLC), STR Global, Ltd., Off Campus Partners, LLC, RentPath and Ten-X, on a timely basis or at all;
|
•
|
our ability to combine acquired businesses, successfully or in a timely and cost-efficient manner;
|
•
|
business disruption relating to integration of acquired businesses or other business initiatives;
|
•
|
the risk that expected investments in acquired businesses, or the timing of any such investments, may change or may not produce
the expected results;
|
•
|
our ability to transition acquired service platforms to our model in a timely manner or at all;
|
•
|
changes and developments in business plans and operations;
|
•
|
theft of any personally identifiable information we, or the businesses that we acquire, maintain, store or process;
|
•
|
any actual or perceived failure to comply with privacy or data protection laws, regulations or standards;
|
•
|
any disruption of our systems, including due to any cyberattack or other similar event;
|
•
|
the amount of investment for sales and marketing and our ability to realize a return on investments in sales and marketing;
|
•
|
our ability to effectively and strategically combine, eliminate or de-emphasize service offerings;
|
•
|
reductions in revenues as a result of service changes;
|
•
|
the time and resources required to develop upgraded or new services and to expand service offerings;
|
•
|
changes or consolidations within the commercial real estate industry;
|
•
|
customer retention;
|
•
|
our ability to attract new clients and to sell additional services to existing clients;
|
•
|
our ability to successfully introduce and cross-sell new products or upgraded services in U.S. and foreign markets;
|
•
|
our ability to attract consumers to our online marketplaces;
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our ability to increase traffic on our network of sites;
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the success of our marketing campaigns in generating brand awareness and site traffic;
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our ability to protect and defend our intellectual property, including unauthorized or unlicensed use of our services;
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competition;
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foreign currency fluctuations;
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global credit market conditions affecting investments;
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our ability to continue to expand successfully, timely and in a cost-efficient manner, including internationally;
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our ability to effectively penetrate and gain acceptance in new sectors and geographies;
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our ability to control costs;
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litigation or government investigations in which we become involved;
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changes in accounting policies or practices;
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release of new and upgraded services or entry into new markets by us or our competitors;
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data quality;
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expansion, growth, development or reorganization of our sales force;
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employee retention, including employees of acquired businesses;
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technical problems with our services;
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managerial execution;
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changes in relationships with real estate brokers, property managers and other strategic partners;
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legal and regulatory issues, including any actual or perceived failure to comply with U.S. or international laws, rules or
regulations;
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successful adoption of and training on our services;
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competitive conditions; and
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the availability of capital.
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our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 26, 2020 (including the portions of our Proxy Statement on Schedule 14A for our 2020 Annual Meeting of Stockholders, as filed
with the SEC on April 24, 2020, incorporated by reference therein);
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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as filed with the SEC on April 29, 2020;
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our Current Reports on Form 8-K, as filed with the SEC on February 13, 2020, March 26,
2020, April 30, 2020 and May 14,
2020; and
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the description of our common stock, par value $0.01 per share, contained in our Form 8-A filed with the SEC on June 25, 1998, as updated by Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 26,
2020, and as subsequently amended or updated.
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the title of the debt securities;
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any limit upon the aggregate principal amount of the debt securities of that series that may be authenticated and delivered under
the applicable indenture, except for debt securities authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, other debt securities of that series;
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the date or dates on which the principal and premium, if any, of the debt securities of the series is payable;
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the rate or rates, which may be fixed or variable, at which the debt securities of the series shall bear interest or the manner of
calculation of such rate or rates, if any, including any procedures to vary or reset such rate or rates, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
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the place or places where the principal of and interest, if any, on the debt securities of the series shall be payable, where the
debt securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us with respect to the debt securities of such series and the applicable indenture may be served, and the
method of such payment, if by wire transfer, mail or other means if other than as set forth in the applicable indenture;
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the date or dates from which such interest shall accrue, the dates on which such interest will be payable or the manner of
determination of such dates, and the record date for the determination of holders to whom interest is payable on any such dates;
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any trustees, authenticating agents or paying agents with respect to such series, if different from those set forth in the
applicable indenture;
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the right, if any, to extend the interest payment periods or defer the payment of interest and the duration of such extension or
deferral;
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if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which, debt
securities of the series may be redeemed, in whole or in part, at our option;
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our obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any sinking fund or analogous
provisions, including payments made in cash in anticipation of future sinking fund obligations, or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon
which, debt securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
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the form of the debt securities of the series, including the form of the trustee’s certificate of authentication for such series;
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if other than denominations of $1,000 or integral multiples of $1,000 in excess thereof, the denominations in which the debt
securities of the series shall be issuable;
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the currency or currencies in which payment of the principal of, premium, if any, and interest on, debt securities of the series
shall be payable;
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if the principal amount payable at the stated maturity of debt securities of the series will not be determinable as of any one or
more dates prior to such stated maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the portion of the principal amount thereof that will be due and payable upon declaration
of acceleration of the maturity thereof or upon any maturity other than the stated maturity or that will be deemed to be outstanding as of any such date, or, in any such case, the manner in which such deemed principal amount is to be
determined;
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the terms of any repurchase or remarketing rights;
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if the debt securities of the series shall be issued in whole or in part in the form of a global security or securities, the type
of global security to be issued; the terms and conditions, if different from those contained in the applicable indenture, upon which such global security or securities may be exchanged in whole or in part for other individual securities
in definitive registered form; the depositary for such global security or securities; and the form of any legend or legends to be borne by any such global security or securities in addition to or in lieu of the legends referred to in the
indenture;
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whether the debt securities of the series will be convertible into or exchangeable for other securities, and, if so, the terms and
conditions upon which such debt securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be
adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in addition to or in lieu of those described herein;
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any additional restrictive covenants or events of default that will apply to the debt securities of the series, or any changes to
the restrictive covenants set forth in the applicable indenture that will apply to the debt securities of the series, which may consist of establishing different terms or provisions from those set forth in the applicable indenture or
eliminating any such restrictive covenant or event of default with respect to the debt securities of the series;
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any provisions granting special rights to holders when a specified event occurs;
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if the amount of principal or any premium or interest on debt securities of a series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts will be determined;
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any special tax implications of the debt securities, including provisions for original issue discount securities, if offered;
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whether and upon what terms debt securities of a series may be defeased if different from the provisions set forth in the
applicable indenture;
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with regard to the debt securities of any series that do not bear interest, the dates for certain required reports to the trustee;
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whether the debt securities of the series will be issued as unrestricted securities or restricted securities, and, if issued as
restricted securities, the rule or regulation promulgated under the Securities Act in reliance on which they will be sold;
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any guarantees of the debt securities, and the terms and conditions upon which any guarantees may be released or terminated;
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the provisions, if any, relating to any security provided for the debt securities of the series;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt
securities of such series if other than those appointed in the applicable indenture;
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if the debt securities are subordinated debt securities, the subordination terms of the debt securities; and
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any and all additional, eliminated or changed terms that shall apply to the debt securities of the series, including any terms
that may be required by or advisable under U.S. laws or regulations, including the Securities Act and the rules and regulations promulgated thereunder, or advisable in connection with the marketing of debt securities of that series.
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the indebtedness ranking senior to the debt securities being offered;
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the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the
senior indebtedness is continuing; and
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the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior
indebtedness.
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(1)
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either: (a) we are the surviving person; or (b) the person formed by or surviving any such consolidation or merger or to which
such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the U.S., any state of the U.S., the District of
Columbia or any territory thereof (such person, hereinafter referred to as the “Successor Company”);
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(2)
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the Successor Company expressly assumes all of or our obligations under the debt securities and the applicable indenture;
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(3)
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immediately after such transaction no default or Event of Default (as defined below) exists; and
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(4)
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we shall have delivered to the trustee a certificate from a responsible officer and an opinion of counsel, each stating that such
consolidation, merger or transfer and such amendment or supplement, if any, comply with the applicable indenture.
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(1)
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we default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on
the debt securities;
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(2)
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we default in the payment when due of interest on or with respect to the debt securities and such default continues for a period
of 30 days;
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(3)
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we default in the performance of, or breach any covenant, warranty or other agreement contained in the applicable indenture (other
than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 90 days after the notice specified below;
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(4)
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certain events involving our bankruptcy, insolvency or reorganization; or
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(5)
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any other Event of Default provided in the applicable supplemental indenture or resolution of the board of directors under which
such series of securities is issued or in the form of security for such series.
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(1)
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we have delivered to the trustee for cancellation all outstanding securities of such series, other than any securities that have
been destroyed, lost or stolen and that have been replaced or paid as provided in the indenture;
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(2)
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all outstanding securities of such series have become due and payable or are by their terms to become due and payable within one
year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption, and we shall have irrevocably
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(3)
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we have properly fulfilled any other means of satisfaction and discharge that may be set forth in the terms of the securities of
such series.
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(1)
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we will be discharged from obligations with respect to the debt securities of such series (legal defeasance); or
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(2)
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we will no longer have any obligation to comply with the restrictive covenants under the indenture, and the related events of
default will no longer apply to us (covenant defeasance).
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(1)
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reduce the amount of debt securities of any series whose holders must consent to an amendment, supplement or waiver;
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(2)
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reduce the rate of or change the time for payment of interest on the debt securities of any series;
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(3)
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reduce the principal or change the stated maturity of any debt securities of any series;
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(4)
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reduce any premium payable on the redemption of any debt security or change the time at which any debt security may or must be
redeemed;
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(5)
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make payments on any debt security payable in currency other than as originally stated in such debt security;
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(6)
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impair the holder’s right to institute suit for the enforcement of any payment on any debt security;
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(7)
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make any change in the percentage of principal amount of the debt securities of any series necessary to waive compliance with
certain provisions of the indenture under which such debt securities were issued or to make any change in this provision for modification; or
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(8)
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waive a continuing default or Event of Default regarding any payment on the debt securities of any series.
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(1)
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to cure any ambiguity, omission, defect or inconsistency;
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(2)
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to provide for the assumption of our obligations under the indenture by a successor upon any merger, consolidation or transfer of
substantially all of our assets, as applicable;
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(3)
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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(4)
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to provide any security for or guarantees of the debt securities or for the addition of an additional obligor on the debt
securities;
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(5)
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to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as
amended, if applicable;
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(6)
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to add covenants that would benefit the holders of any outstanding series of debt securities or to surrender any of our rights
under the indenture;
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(7)
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to add additional Events of Default with respect to any series of debt securities;
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(8)
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to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall not become
effective with respect to any outstanding debt security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
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(9)
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to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities;
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(10)
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to permit or facilitate the defeasance and discharge of the debt securities;
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(11)
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to issue additional debt securities of any series; provided that such additional debt securities have the same terms as, and be
deemed part of the same series as, the applicable series of debt securities to the extent required under the indenture;
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(12)
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to make any change that does not adversely affect the rights of any holder of outstanding debt securities in any material respect;
or
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(13)
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to evidence and provide for the acceptance of appointment by a successor trustee with respect to the debt securities of one or
more series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee.
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directly to one or more purchasers;
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through agents;
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through underwriters, brokers or dealers; or
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through a combination of any of these methods of sale.
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Goldman Sachs & Co. LLC
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J.P. Morgan
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BofA Securities
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Citigroup
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Wells Fargo Securities
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SunTrust Robinson Humphrey
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JMP Securities
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Needham & Company
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Stephens Inc.
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William Blair
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