Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On November 14, 2021, American Tower Corporation (the "Company"), American Tower
Investments LLC, a California limited liability company and wholly owned
subsidiary of the Company ("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"),
CoreSite Realty Corporation, a Maryland corporation ("CoreSite"), and CoreSite,
L.P., a Delaware limited partnership (the "OP"), entered into an agreement (the
"Agreement and Plan of Merger") pursuant to which, subject to the satisfaction
or waiver of certain conditions, (i) Purchaser will commence an all-cash tender
offer (the "Offer") at $170.00 per share (the "Offer Price") for all issued and
outstanding shares of common stock of CoreSite, par value $0.01 per share (the
"Common Shares"), (ii) following consummation of the Offer, Purchaser will merge
with and into CoreSite, with CoreSite surviving as a wholly owned subsidiary of
Holdco (the "REIT Merger"), (iii) substantially concurrently with the REIT
Merger, OP Merger Sub will merge with and into the OP, with the OP continuing as
the surviving limited partnership (the "OP Merger") and (iv) immediately
following the REIT Merger and the OP Merger, CoreSite will merge with and into
Holdco, with Holdco continuing as the surviving limited liability company
("Holdco Merger", and together with the Offer, the REIT Merger and the OP
Merger, the "Transaction"). The total consideration for the Transaction,
including the Company's assumption and/or repayment of CoreSite's existing debt
at closing, is approximately $10.1 billion. The Transaction is expected to close
by the end of 2021, or shortly thereafter. At the effective time of the REIT
Merger, each Common Share issued and outstanding immediately prior to such time
(other than (i) certain restricted shares and (ii) Common Shares owned by OP
Merger Sub, Parent, Holdco or Purchaser) will be converted into the right to
receive an amount in cash equal to the Offer Price. At the effective time of the
OP Merger, each partnership unit issued and outstanding and held by each limited
partner (excluding CoreSite) of the partnership will be converted into the right
to receive an amount in cash equal to the Offer Price.
As of September 30, 2021, CoreSite consisted of 25 data centers, 21 cloud
on-ramps and over 32,000 interconnections in eight major U.S. markets.
The Agreement and Plan of Merger contains customary representations, warranties
and covenants of the parties. The obligation of Purchaser to purchase Common
Shares pursuant to the Offer is subject to the satisfaction or waiver of a
number of conditions set forth in the Agreement and Plan of Merger, including
(i) the number of Common Shares validly tendered, received and not validly
withdrawn, together with Common Shares beneficially owned by Parent or a wholly
owned subsidiary of Parent, represents at least a majority of all Common Shares
issued and outstanding as of the expiration of the Offer,, (ii) Parent's receipt
of a real estate investment trust ("REIT") opinion with respect to CoreSite,
(iii) no occurrence of a Company Material Adverse Effect (as defined in the
Agreement and Plan of Merger) and (iv) other customary conditions. The Agreement
and Plan of Merger contains customary termination provisions and, in addition,
may be terminated by either Parent or CoreSite if the Offer has not been
consummated by May 13, 2022, unless the failure to consummate the Offer by such
time is the result of a breach by such party.
The foregoing description of the Agreement and Plan of Merger does not purport
to be complete and is qualified in its entirety by reference to the terms and
provisions of such agreement. A copy of the Agreement and Plan of Merger is
attached to this Current Report (hereinafter defined) on Form 8-K as Exhibit 2.1
and is incorporated herein by reference.
Additional Information
The Offer described in this Current Report on Form 8-K (this "Current Report")
has not yet commenced. This Current Report is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer to sell
shares of CoreSite nor is it a substitute for any materials relating to the
Offer that the Company, Purchaser, Holdco or CoreSite will file with the
Securities and Exchange Commission (the "SEC"). A solicitation and an offer to
buy shares of CoreSite will be made only pursuant to an offer to purchase and
related materials that the Company intends to file with the SEC. At the time the
Offer is commenced, the Company will file a Tender Offer Statement on Schedule
TO with the SEC, and CoreSite
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will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the Offer. CORESITE'S STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal
and certain other Offer documents, as well as the Solicitation/Recommendation
Statement, will be sent to all stockholders of CoreSite at no expense to them.
The Tender Offer Statement and the Solicitation/Recommendation Statement will be
made available for free at the SEC's website at www.sec.gov. Additional copies
may be obtained for free by contacting the Company or CoreSite. Copies of the
documents filed with the SEC by the Company will be available free of charge
under the "Investor Relations" section of the Company's website at
www.americantower.com. Copies of the documents filed with the SEC by CoreSite
will be available free of charge under the "Investors" section of CoreSite's
website at www.coresite.com.
In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other Offer documents, as well as the Solicitation/Recommendation
Statement, the Company and CoreSite file annual, quarterly and current reports,
proxy statements and other information with the SEC. The Company's and
CoreSite's filings with the SEC are also available for free to the public from
commercial document-retrieval services and at the website maintained by the SEC
at www.sec.gov.
Item 7.01 Regulation FD Disclosure.
On November 15, 2021, the Company and CoreSite issued a joint press release (the
"Press Release") announcing the Transaction described in Item 1.01. A copy of
the Press Release is furnished herewith as Exhibit 99.1. The information
contained in Exhibit 99.1 is incorporated into this Item 7.01 disclosure by
reference.
Beginning on November 15, 2021, the Company intends to make available to
investors presentation slides regarding the Transaction. On that date, these
presentation slides will be available on the Company's
website, www.americantower.com, under the Investor Presentations section of the
Investor Relations page.
Information contained on the Company's or CoreSite's websites or that can be
accessed through the Company's or CoreSite's websites is not incorporated into,
and does not constitute a part of, this Current Report. The Company's and
CoreSite's website addresses have been included only as inactive textual
references and are not intended to be active links to such websites.
The information disclosed in or incorporated by reference into this Item 7.01,
including Exhibit 99.1, is furnished and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall such exhibit be deemed incorporated by reference in any filing made by the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
In connection with entering into the Agreement and Plan of Merger, the Company
and J.P Morgan Chase Bank, N.A. (the "Commitment Party") entered into a
commitment letter (the "Commitment Letter"), dated November 14, 2021, pursuant
to which the Commitment Party has committed to provide up to $10.5 billion in
bridge loans (the "Bridge Loan Commitment") to ensure financing for the
Transaction.
The Commitment Letter contains, and the credit agreement in respect of the
Bridge Loan Commitment, if any, will contain certain customary conditions to
funding, including, without limitation, (i) the execution and delivery of
definitive financing agreements for the Bridge Loan
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Commitment and (ii) other customary closing conditions set forth in the
Commitment Letter. The Company will pay certain customary commitment fees and,
in the event it makes any borrowings in connection with the Bridge Loan
Commitment, funding and other fees.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated November 14, 2021, by and
among the Company, Parent, Holdco, Purchaser, OP Merger Sub,
CoreSite and OP.
99.1 Joint press release, dated November 15, 2021 (furnished
herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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