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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 6, 2020, CoreSite Realty Corporation
(the “Company”) and its operating partnership, CoreSite, L.P. (the “Operating Partnership”), entered into
a note purchase agreement (the “Note Purchase Agreement”) with the purchasers named therein pursuant to which the Operating
Partnership agreed to issue and sell, and the purchasers agreed to purchase, an aggregate principal amount of $150 million of the
Operating Partnership’s 3.75% Series C Senior Notes due May 6, 2027 (the “Notes”).
An aggregate principal amount of $100 million
of the Notes was issued on May 6, 2020. The Operating Partnership expects to issue $50 million in aggregate principal amount of
the Notes on or prior to July 14, 2020. The Notes were and will be issued in a private placement to certain “accredited investors”
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Interest on the Notes
is payable semiannually on the 15th day of June and December in each year, commencing on December 15, 2020.
The Notes are senior unsecured obligations
of the Operating Partnership and are jointly and severally guaranteed by the Company and each of the Operating Partnership’s
subsidiaries that guarantees indebtedness under its senior unsecured credit facilities.
The Operating Partnership may prepay all
or a portion of any series of Notes upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium,
as set forth in the Note Purchase Agreement. Upon the occurrence of certain change of control events, holders of the Notes will
have the right to require that the Operating Partnership purchase such holder’s Notes in cash at a purchase price equal to
100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.
The Note Purchase Agreement contains customary
representations and warranties of the Operating Partnership, as well as certain covenants, including limitations on transactions
with affiliates, merger, consolidation and sale of assets, liens and subsidiary indebtedness, and will require delivery of customary
financial reports to the holders. The Note Purchase Agreement also contains certain financial covenants, including: (i) maximum
consolidated total unsecured indebtedness to unencumbered asset pool availability; (ii) minimum consolidated tangible net worth;
(iii) a maximum ratio of consolidated total indebtedness to gross asset value; (iv) a minimum ratio of adjusted consolidated EBITDA
to consolidated fixed charges; and (v) a maximum ratio of secured indebtedness to gross asset value.
In addition, on the date of the Note Purchase
Agreement and from time to time, certain additional financial covenants in the credit agreements governing the Operating Partnership’s
senior unsecured credit facilities will be automatically incorporated into the Note Purchase Agreement and, subject to certain
conditions, will be deleted, removed, amended or otherwise modified to be more or less restrictive if the analogous covenant in
such credit agreement is so deleted, removed, amended or otherwise modified. The aforementioned covenants are substantially consistent
with those contained in the credit agreements governing the Operating Partnership’s senior unsecured credit facilities and
are subject to a number of exceptions and qualifications set forth in the Note Purchase Agreement.
The Note Purchase Agreement also contains
customary events of default (subject in certain cases to specified cure periods), including, but not limited to, non-payment, breach
of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments and ERISA events.
The Operating Partnership expects to use
the proceeds from the Notes to pay down outstanding amounts on the revolving portion of its senior unsecured credit facilities
and for general corporate purposes.
The Notes and the guaranties thereof will
not be and have not been registered under the Securities Act or any state securities laws and may not be offered or sold absent
registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
The foregoing description of the Note Purchase
Agreement is a summary and is qualified in its entirety by reference to the terms of the Note Purchase Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.