The third point, obtain agreements with Costar. How can they build value

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Company: Costar Group Inc. (CSGP)

a job: Costar collection It is equipped for online real estate markets, information and analyzes in real estate markets. It runs its work in two parts: North America, which includes the United States and Canada, and international, which primarily includes Europe, Asia, the Pacific and Latin America. The main brands include Costar, the global provider of commercial real estate data, analyzes and news; LoopNet, commercial real estate market; Site apartments, apartment rental platform; Homes.com, residential real estate market.

Market value shares: $ 32.64B ($ 77.39 per share)

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Costar Group in the past 12 months

Activists: de Show and the third point

Di Show: us

Ownership of the third point: 2.04 %

Average cost: us

Activist’s comment: De Shaw is a large multi -group box that is historically known as activity. The company is not an active investor. Instead, the activity is used as an opportunistic tool in situations that the company considers useful. De Shaw is looking for strong works in good industries, and if it determines the weak performance that falls within the control of the administration, it will take an active role. It places a premium on private and constructive participation with the administration, as a result of which he often reachs an agreement with the company before its position is public.

The third point is a multi -group hedge box founded by Dan Loop, which will selectively take active positions. LOB is one of the real pioneers in the field of shareholders ’activity and one of a handful of activists who formed what has become shareholders in the modern era. The toxic pen speech was invented at a time when it was often necessary. As times change, go from the poison pen to the strength of the argument. Thier Point has received a friendly representation of the Board of Directors in companies such as Baxter and Disney, but it will also not hesitate to launch the battle of an agent if ignored.

What is happening

on April 6Costar Group has been concluded in support agreements with De Shaw and the third point regarding the improvements of the Board of Directors and the improvements to corporate governance. This includes the addition of Christine McCarthy, John Persord and Rashil Glaser as two directors of the council; Michael Klein, Crystone Nasita and Laura Kaplan retired from the council. It also includes the appointment of Louise Sams as Chairman of the Independent Board of Directors and the establishment of a capital allocation committee. De Shaw and Third Point agreed to adhere to some of the usual and voting rulings.

backstage

Costar Group is an online real estate market provider, information and analyzes in real estate markets. Manage the main brands including Costar Suite, Loopnet, Apartments.com and Homes.com. Nearly 95 % of the company’s revenues are derived from basic business, which are largely consisting of the Costar and Apartments.com collection, which benefit from high barriers to entry, strong pricing power, private data and subscription -based business models that drive frequent revenues and a very free cash flow. Because of these dynamics, this work has been circulated historically with a delay in information services peers, but it is now circulating in line with them.

This slope stems in the company’s assessment large May 2021. Unlike Costar Costar Cours and Apartment.com, HOMES.COM lacks, however, the company turns nearly 75 % of its profits of $ 1.3 billion before benefits, taxes, destruction and firefighting from its basic work to finance the $ 900 million losses of homes.com. As a result, capital expenditures increased by 878 % from 2021 to 2024, and they are 347 % in 2024 alone.

Enter the De Shaw and Third Point who entered separately into the support agreements with Costar regarding Painting refreshments And the improvement of corporate governance. This includes the following: (1) adding Christine McCarthy (former financial director of Disney), John Pearsord (former S& P Global) and Rachel Glaser (former financial director of ETsy) as directors; (2) President Michael Klein, Christopher Nasita and Laura Kaplan retired from the Council; (3) The appointment of Louise Samz as an independent president; And (4) Establishing a capital customization committee, which will join Beisford and McCarthy. In the activity, there are settlements aimed at satisfying an active investor to maintain their calmness, and there are real settlements indicating a real agreement with the activist on how to follow up. This is the last. First, the clear evidence is that three managers have been replaced by an eight -people plate, which is a large moisturizer (about 40 % of the plate). But less clear and more news is the settlement structure and who has been replaced. First, the deal was organized as an alternative to managers, not adding three managers, which is more common in settlements, especially those with relatively smaller panels (eight managers of a company worth 30 billion dollars). Second, the three directors who were replaced by three of the four longer directors, with the exception of the CEO, have been one of them since 1987. This is not only the refreshment of the painting by name, but in the essence as well.

There is also a more accurate level of settlement that we believe is the greatest look at what the wheels may follow to create value – the formation of a capital customization committee, which will consist of four managers, two of whom will be the new DE Shaw/Thred Point managers. This is a clear situation of something that often appears in active campaigns-which is a largely profitable basic work, but its profits are used to finance unintended unpopular work. But it is not likely that the plan here completely rid Homes.com works, otherwise we have witnessed a strategic transactions committee. This capital allocation committee is likely to be assigned to find ways to finance homes.com without using the cash flow from basic works. This can include separation from working with Costar that retains some ownership, selling part of the work to a strategic investor or taking a third capital. The Capital Allocation Committee was also assigned to evaluate international expansion. Costar has already taken movements to expand international Late 2023One of the most visited residential property gates in the United Kingdom. The company also I was recently offered To acquire Domain Holdings Australian Classister Domain Holdings. The Capital Allocation Committee will definitely evaluate this potential treatment as well as others and submit recommendations to the newly formed board of directors. Ultimately, the goal here is to appear through the basic works in Costar where international growth prospects are estimated at a double of $ 1.3 billion consistent with more than 30 EBITDA that it received historically. This will lead to an approximate value of $ 45 billion for about 30 billion dollars today.

Both the third point and De Shaw are not purely activists, but multi -group companies that are often used activity as an opportunistic tool. The third point, founded by Dan Lub, is a real pioneer in shareholders ’activity, but it has used it more in recent years as dictated by the market environment and available opportunities. De Shaw is relatively new to the activity, but the company has shown over the past few years that it mastered the activity as it is in other strategies that were very successful in its multi -group box. While both of them settled with the company in their own agreements, the two are definitely similar in thinking, but they do not act as a group. This is an encouraging development, and it is something that we often see today, but we rarely see for 15 years: it places the value of the contribution above the ego. The third point revealed that it has a 2.04 % position in Costar. De Shaw did not reveal its location, but as a $ 70 billion hedge box, it does not take small active positions: we expect the size of the third point at least.

Ken Squire is the founder and head of 13D Monitor, an institutional research service on shareholders ’activity, founder and manager of the 13D activist Fund portfolio, a joint fund that invests in a set of 13D active investments.



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