American Tower Investments LLC entered into a definitive agreement to acquire CoreSite Realty Corporation (NYSE:COR) for $7.5 billion on November 14, 2021. Under the terms of consideration, American Tower is acquiring CoreSite in an all-cash tender offer at $170 per share without interest and subject to any applicable withholding of taxes, net to the seller in cash and the total consideration for the transaction, including the assumption and/or repayment of CoreSite's existing debt at closing, is approximately $10.1 billion. Under the terms of the definitive agreement, American Tower, through a wholly owned subsidiary, will commence a tender offer for all of the shares of common stock of CoreSite, which will be followed by a merger to acquire any untendered shares at the same price payable in the tender offer. 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 CoreSite will be converted into the right to receive an amount in cash equal to the Offer Price and 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. American Tower intends to finance the transaction in a manner consistent with maintaining its investment grade credit rating and has obtained committed financing of up to $10.5 billion in bridge loans from J.P Morgan Chase Bank, N.A. with sufficient immediately available cash funds to satisfy all obligations under the agreement and consummate the transactions contemplated under this agreement, including the payment of the merger consideration and any repayment of Indebtedness or other liabilities to be paid or repaid at closing and any other amounts required to be paid in connection with the consummation of the transactions contemplated under the agreement. Effective December 8, 2021, the Bridge Commitment Letter was fully terminated as a result of the $10.5 billion in committed amounts available under the multicurrency senior unsecured revolving credit facility, senior unsecured revolving credit facility, the 2019 unsecured term loan. The commitments under the multicurrency senior unsecured revolving credit facility, senior unsecured revolving credit facility and the 2019 unsecured term loan were increased to $6.0 billion, $4.0 billion and $1.0 billion, respectively.

Following consummation of the offer, CoreSite will survive as a wholly owned subsidiary of American Tower. The officers of American Tower shall be the officers of the surviving entity. In case of termination, CoreSite will pay a termination fee equal to $300 million in cash to American Tower. The tender offer is subject to the tender of at least a majority of the outstanding shares of common stock of CoreSite and certain other customary conditions. The transaction is also subject to 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,, (i) Parent's receipt of a real estate investment trust (“REIT”) opinion with respect to CoreSite, and (ii) no occurrence of a Company Material Adverse Effect (as defined in the Agreement and Plan of Merger). No approval of the holders of any class or series of stock or other equity interests of Parent Guarantor or any of the Parent Parties is necessary to approve the transactions. The transaction, which was unanimously approved by the Boards of Directors of both American Tower and CoreSite Realty. The offer commenced on November 29, 2021 and will expire on December 27, 2021, unless extended. The transaction is anticipated to be modestly accretive to American Tower's AFFO per Share initially, and increasingly accretive over time. American Tower expects to leverage its strong financial position to further accelerate CoreSite's attractive development pipeline in the U.S., while also evaluating the potential for international expansion in the data center space.

J.P. Morgan Securities LLC, Houlihan Lokey, Inc. and CDX Advisors is serving as financial advisors and Benet J. O'Reilly, Kimberly R. Spoerri, Michael Saliba, Michael J. Albano, Laura Bagarella, William L. McRae, Daniel Ilan, Craig B. Brod, Francesca L. Odell, Duane McLaughlin and Daniel P. Culley of Cleary Gottlieb Steen & Hamilton LLP is serving as principal legal advisor to American Tower. John Kimm of Evercore Group L.L.C. is serving as sole financial advisor and provided fairness opinion to CoreSite and Adam O. Emmeric and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz is serving as its principal legal advisor. Innisfree M&A Incorporated acted as information agent and American Stock Transfer & Trust Company, LLC acted as depositary and transfer agent to CoreSite Realty. Fred Green of Weil, Gotshal & Manges LLP acted as legal advisor to Evercore Group L.L.C.

American Tower Investments LLC completed the acquisition of CoreSite Realty Corporation (NYSE:COR) on December 28, 2021. As of the expiration of the offer on December 27, 2021, a total of 31.4 million shares were validly tendered and not validly withdrawn, representing approximately 71.15% of the shares outstanding as of the expiration of the offer. number of shares validly tendered and not validly withdrawn pursuant to the offer satisfied the Minimum Tender Condition, and all other conditions to the offer were satisfied or waived. American Tower has irrevocably accepted for payment all shares validly tendered and not validly withdrawn pursuant to the offer. American Tower intends to promptly complete the acquisition of CoreSite through a merger of one of its wholly owned subsidiaries with and into CoreSite on December 28, 2021. In connection with the merger, each share of CoreSite common stock issued and outstanding immediately prior to the effective time of the merger (other than certain restricted shares and shares held by certain American Tower subsidiaries) will be converted into the right to receive $170 per share in cash, the same amount per share paid in the tender offer. Following consummation of the merger, CoreSite shares will be delisted and will cease trading on the NYSE. Frederick S. Green of Weil, Gotshal & Manges LLP acted as a legal advisor to Evercore Partners.