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Item 2.01.
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Completion of Acquisition or Disposition of Assets
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As previously disclosed, on
November 14, 2021, CoreSite Realty Corporation, a Maryland corporation (the “Company”) and CoreSite, L.P., a Delaware limited
partnership (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and
among American Tower Investments LLC, a California limited liability company and wholly owned subsidiary of American Tower (as defined
below) (“Parent”), Appleseed Holdco LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdco”),
Appleseed Merger Sub LLC, a Maryland limited liability company and wholly owned subsidiary of Holdco (“Purchaser”), Appleseed
OP Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (“OP Merger Sub” and, together
with Parent, Holdco and Purchaser, the “Parent Parties”) and, solely for purposes of certain provisions specified therein,
American Tower Corporation, a Delaware corporation (“American Tower”).
Pursuant to the Merger Agreement,
and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the “Offer”), to purchase any
and all of the outstanding shares (the “Shares”) of common stock, par value $0.01 per share, of the Company at a price of
$170.00 per Share, without interest and subject to any applicable withholding of taxes (the “Offer Price”), net to the seller
in cash.
The Offer expired at one minute
after 11:59 p.m., Eastern Time, on December 27, 2021. According to American Stock Transfer & Trust Company, LLC, the depositary for
the Offer, 31,443,126 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 71.15% of the
outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered and not validly
withdrawn a number of Shares that, considered together with all any Shares beneficially owned by Parent or any wholly owned subsidiary
of Parent, represent at least a majority of all then-outstanding Shares as of the expiration of the Offer. All conditions to the Offer
having been satisfied or waived, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the
Offer.
Following the consummation of
the Offer, the remaining conditions to the consummation of the Mergers (as defined below) set forth in the Merger Agreement were satisfied
or waived, and on December 28, 2021, (i) Purchaser merged with and into the Company pursuant to Section 3-106.1 of the Maryland General
Corporation Law, with the Company surviving as a wholly owned subsidiary of Holdco (the “Company Merger”); (ii) substantially
concurrently with the Company Merger but preceding the Holdco Merger, OP Merger Sub merged with and into the Partnership, with the Partnership
continuing as the surviving limited partnership (the “Partnership Merger”); and (iii) following the Company Merger and the
Partnership Merger, the Company merged with and into Holdco, with Holdco continuing as the surviving limited liability company (the “Holdco
Merger”, and together with the Company Merger and the Partnership Merger, the “Mergers”).
At the effective time of the
Company Merger, each Share issued and outstanding immediately prior to such time (other than (i) certain restricted shares and (ii) Shares
owned by any of the Parent Parties) was converted into the right to receive an amount in cash equal to the Offer Price. At the effective
time of the Partnership Merger, each Partnership unit issued and outstanding and held by each limited partner (excluding the Company)
of the Partnership was converted into the right to receive an amount in cash equal to the Offer Price.
At
the effective time of the Company Merger, (i) each outstanding Company restricted stock unit award was cancelled in exchange for the right
to receive a cash payment equal to the product of (a) the number of Shares underlying such award, and (b) the Offer Price; (ii)
20% of each Company restricted stock award and each Company
performance stock award (or, with respect to certain Company executives, 100% of each such
award), that was outstanding as of immediately prior to the effective time of the Company Merger
(each a “Specified Award”) was cancelled and converted into the right to receive a cash payment equal to the product
of (a) the number of Shares underlying such Specified Award as of immediately prior to the effective
time of the Company Merger (with respect to the Company performance stock awards, as determined as provided in the Merger Agreement),
and (b) the Offer Price; and (iii) each Company restricted stock award and each Company
performance stock award that was outstanding as of immediately prior to the effective time of the
Company Merger and that was not a Specified Award was assumed by American Tower and converted into an American Tower restricted
stock award with respect to a number of shares of American Tower common stock equal to the product of (a) the number of Shares underlying
such Company equity award as of immediately prior to the effective time of the Company Merger (with
respect to the Company performance stock awards, as determined as provided in the Merger Agreement) and (b) the quotient of (x)
the Offer Price, divided by (y) the volume weighted average price of a share of common stock of American Tower on the NYSE for the ten
trading day period ending on, and including, the second to last trading day prior to the date of the effective time of the Company Merger.
The aggregate
consideration paid by Purchaser in respect of the Shares and the Company’s outstanding equity awards in the Offer and the
Mergers, including the assumption and/or repayment of the Company's existing debt, was approximately $10.1 billion. The foregoing description of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was
filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the
“SEC”) on November 15, 2021 and which is incorporated by reference herein.