The Stock Purchase Agreement defines "Enterprise Value" as exactly $800,000,000, with the final Purchase Price calculated as Enterprise Value plus a net working capital adjustment, plus cash and cash equivalents, minus closing date indebtedness, minus unpaid transaction expenses. At closing, $5,000,000 of the estimated purchase price was deposited into an escrow account (the "Adjustment Escrow Amount") under a separate Escrow Agreement to secure post-closing purchase price adjustments. No equity or stock consideration was involved; the entire transaction was cash-funded, and the agreement explicitly states that CoStar Group's obligation to consummate the transaction was not subject to any financing condition or to CoStar Group stockholder approval.
According to the companies' press releases, Zonda generated approximately $170 million of revenue in 2025 at an Adjusted EBITDA margin of approximately 23%, which implies Adjusted EBITDA of roughly $39 million and an implied purchase price of approximately 20 times trailing Adjusted EBITDA (a figure derived from these two disclosed inputs rather than a multiple stated outright in the filings). The May 29, 2026 announcement also described Zonda's revenue as majority subscription-based with 104% net customer retention. CoStar Group stated the acquisition is expected to be accretive to adjusted EPS in the first full year of ownership; no specific EPS accretion/dilution dollar or percentage figure, leverage impact, or pro forma balance sheet detail was disclosed.
Strategically, CoStar Group said the acquisition extends its data, analytics, software and marketplace capabilities into new home construction, a market the company sized (citing Census data) at approximately $1 trillion in annual new residential construction value, which it noted is larger than the institutional apartment and office rent rolls CoStar has historically monetized; the August 21 completion release separately cited the U.S. new home market at approximately $400 billion in annual home sales. Zonda serves more than 3,000 customers, including many of North America's largest homebuilders, developers, suppliers and lenders, through a proprietary lot-level database covering new home communities, land development activity, construction status, home sales and builder operations. The deal also brings the NewHomeSource.com and Livabl online new-home marketplaces into CoStar Group's portfolio, and CoStar said it intends to pair Zonda's "Envision" visualization and digital merchandising tools with Matterport's spatial technology. Andy Florance, Founder and CEO of CoStar Group, said: "Zonda has built an extraordinary business with deep relationships across the homebuilding industry and one of the most valuable proprietary datasets in new home real estate... We believe the combination will deliver deeper insights, workflow efficiencies, and analytics to the homebuilding industry, while strengthening our core information offerings and significantly expanding our new home marketplace capabilities." At completion, Florance added: "Zonda gives us an outstanding foundation to bring that model more deeply into the new home market."
BofA Securities served as financial advisor and Latham & Watkins LLP served as legal advisor to CoStar Group on the transaction, per the May 29, 2026 press release filed as Exhibit 99.1 to the Form 8-K. No financial or legal advisor to the seller, Bora Holdings Group, L.P., was disclosed in the filings reviewed.
The Stock Purchase Agreement's closing conditions included expiration or termination of the applicable Hart-Scott-Rodino Act waiting period and certain other foreign regulatory approvals, the absence of any governmental order prohibiting the transaction, accuracy of each party's representations and warranties, compliance with covenants, and (for CoStar Group's obligation) the absence of a material adverse effect with respect to Zonda. The agreement included an outside date of May 28, 2027 (subject to extension in specified circumstances) after which either party could terminate if closing had not occurred, and a reverse termination right for either party if a governmental authority issued a final, non-appealable order permanently enjoining the transaction. Under Section 8.3 of the agreement, if the agreement is terminated under specified circumstances tied to the purchaser's failure to close after all conditions were satisfied, CoStar Group (as Purchaser) would be required to pay the seller a $40,000,000 "Purchaser Termination Fee," payable within fifteen business days of such termination; the agreement states the fee is not payable more than once. No separate seller-side termination fee amount was identified in the sections reviewed.
The transaction closed on August 21, 2026, as confirmed by CoStar Group's Form 8-K filed that day (Items 7.01 and 9.01) announcing it "has completed its acquisition of Zonda... for $800 million in cash." No merger proxy, S-4, or tender offer documents apply to this transaction since it was a private stock purchase not requiring a shareholder vote or SEC registration of securities as consideration, and no pro forma financial statements for the combination were identified in the filings reviewed.