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): April 27, 2011
LoopNet, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-52026
(Commission File Number)
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77-0463987
(I.R.S. Employer Identification No.) |
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185 Berry Street, Suite 4000
San Francisco, CA 94107
(Address of Principal Executive Offices)
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94107
(Zip Code) |
(415) 243-4200
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry Into a Material Definitive Agreement. |
Merger Agreement. On April 27, 2011, LoopNet, Inc. (“LoopNet”) entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with CoStar Group, Inc., a Delaware corporation (“CoStar”)
and Lonestar Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of CoStar
(“Merger Subsidiary”), pursuant to which Merger Subsidiary will be merged with and into LoopNet
(the “Merger”), with LoopNet surviving as a wholly-owned subsidiary of CoStar.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the
Merger, each outstanding share of LoopNet’s common stock will be converted into the right to
receive a unit consisting of (i) $16.50 in cash, without interest, and (ii) 0.03702 shares of
CoStar common stock (the “Common Stock Consideration”). The holders of LoopNet’s Series A Preferred
Stock will receive the Common Stock Consideration on an as-converted basis.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the
Merger, each outstanding LoopNet equity award (including stock options and restricted stock units),
whether vested or unvested, will be cancelled in exchange for cash and/or shares of CoStar common
stock (depending on the type of award and the exercise price of the award, if any) based on the
Common Stock Consideration less, in the case of a stock option, the per share exercise price.
LoopNet’s board of directors has unanimously approved the Merger Agreement. The Merger
Agreement requires that the Merger be approved by the holders of a majority of the outstanding
shares of LoopNet’s common stock and Series A Preferred Stock, voting together as a single class on
an as-converted basis (the “Stockholder Approval”).
In addition to the Stockholder Approval, consummation of the Merger is subject to other
customary closing conditions including the receipt of antitrust approvals and the absence of any
government order or other legal restraint prohibiting the Merger. Consummation of the Merger is not
subject to any financing condition.
The Merger Agreement contains customary representations, warranties and covenants by each of
LoopNet and CoStar.
The Merger Agreement contains termination rights for both LoopNet and CoStar, including for
LoopNet if its board of directors changes its recommendation of the Merger to its stockholders in
connection with a superior proposal. Upon termination of the Merger Agreement under certain
circumstances, LoopNet may be obligated to pay CoStar a termination fee of $25,800,000. Upon
termination of the Merger Agreement in the event necessary antitrust approval is not obtained,
CoStar may be obligated to pay LoopNet a termination fee of $51,600,000.
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated by reference.
The Merger Agreement has been included to provide stockholders with information regarding its
terms. It is not intended to provide any other factual information about LoopNet. The Merger
Agreement contains representations and warranties that the parties to the Merger Agreement made to
and solely for the benefit of each other. The assertions embodied in LoopNet’s representations and
warranties are qualified by information contained in a confidential disclosure schedule that
LoopNet provided to CoStar in connection with the Merger Agreement. Accordingly, LoopNet
stockholders should not rely on representations and warranties as characterizations of the actual
state of facts or circumstances, since they were only made as of the date of the Merger Agreement
and are modified in important part by the disclosure schedule. Moreover, information concerning the
subject matter of such representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be reflected in LoopNet’s public
disclosures.
Voting and Support Agreements. Concurrently with the execution of the Merger Agreement,
LoopNet’s directors and certain of LoopNet’s executive officers and significant stockholders
entered into a voting and support agreement (the “Support Agreement”) with CoStar and LoopNet, and
have agreed, in their capacities as LoopNet stockholders, to, among other things, vote their shares of LoopNet capital stock in favor of
the Merger and the Merger Agreement.
The foregoing description of the Support Agreement is qualified in its entirety by reference
to the Voting and Support Agreement attached hereto as Exhibit 2.2.
On April 27, 2011, LoopNet and CoStar announced the signing of the Merger Agreement as
described in Item 1.01 above. A copy of the press release announcing the signing of the Merger
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This report includes forward-looking statements regarding the proposed acquisition and related
transactions that are not historical or current facts and deal with potential future circumstances
and developments, in particular statements regarding whether and when the transactions contemplated
by the Merger Agreement will be consummated. Forward-looking statements are qualified by the
inherent risk and uncertainties surrounding future expectations generally and may materially differ
from actual future experience. Risks and uncertainties that could affect forward-looking statements
include: the result of the review of the proposed transaction by regulatory agencies, and any
conditions imposed in connection with the consummation of the transaction; approval of the
transaction agreement by the stockholders of LoopNet and satisfaction of various other conditions
to the closing of the transaction contemplated by the Merger Agreement; and the risks that are
described from time to time in LoopNet’s and CoStar’s respective reports filed with the Securities
and Exchange Commission (“SEC”), including the annual report on Form 10-K for the year ended
December 31, 2010 of each of LoopNet and CoStar. This report speaks only as of its date and LoopNet
and CoStar disclaim any duty to update the information herein.
Important Information for LoopNet Stockholders
In connection with the proposed transaction, CoStar will file a registration statement on Form
S-4 with the SEC. LOOPNET STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE PROXY
STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. The final proxy statement/prospectus will be mailed to
stockholders of LoopNet. The registration statement and proxy statement/prospectus and other
documents filed with the SEC by LoopNet are, or when filed will be, available free of charge at the
SEC’s website at www.sec.gov, or by directing a request by mail to LoopNet, Inc., Attn: Secretary,
185 Berry Street, Suite 4000, San Francisco, California 94107, by telephone at (415) 243-4200, or
from the investor relations section of LoopNet’s website at http://www.loopnet.com.
LoopNet and CoStar and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed merger. Information
about LoopNet’s directors and executive officers is set forth in the proxy statement for LoopNet’s
2011 annual meeting of stockholders, which was filed with the SEC on April 4, 2011. Information
about CoStar’s directors and executive officers is set forth in the proxy statement for CoStar’s
2011 annual meeting of stockholders, which was filed with the SEC on April 27, 2011. Additional information regarding these persons and their
interests in the merger will be included in the registration statement and proxy
statement/prospectus contained therein to be filed with the SEC.