Item 2.01. Completion of Acquisition or Disposition of Assets

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Transfer & Trust Company, LLC, the depositary for the Offer, 31,443,126 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 71.15% of the outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered and not validly withdrawn a number of Shares that, considered together with all any Shares beneficially owned by Parent or any wholly owned subsidiary of Parent, represent at least a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the Offer having been satisfied or waived, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.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 Companyperformance stock award (or, with respect to certain Company . . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


            Standard; Transfer of Listing

In connection with the consummation of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, the Company notified the New York Stock Exchange (the "NYSE") that the Mergers had been consummated and requested that trading of the Shares on the NYSE be suspended prior to the opening of trading on December 28, 2021. In addition, the Company requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares from the NYSE and deregister the Shares under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on December 28, 2021. As a result, the Shares will no longer be listed on the NYSE. In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of the registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As set forth under Item 2.01 of this Current Report on Form 8-K, 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. Furthermore, at the effective time of the Company Merger, each Share issued and outstanding immediately prior to such time that was subject to a Company restricted stock award or Companyperformance stock award was cancelled or assumed upon the terms described in the second to last paragraph of Item 2.01 of this Current Report on Form 8-K.

Item 5.01. Changes in Control of Registrant

The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the completion of the Mergers, a change in control of the Company occurred, and the Company became a subsidiary of American Tower. Purchaser obtained the funds necessary to fund the acquisition through proceeds from the borrowings under (i) (A) its amended and restated multicurrency senior unsecured revolving credit facility with Toronto Dominion (Texas) LLC ("TD"), as administrative agent, (B) its amended and restated senior unsecured revolving credit facility with TD, as administrative agent, and (C) its amended and restated term loan with Mizuho Bank, Ltd., as administrative agent, pursuant to which $3.4 billion, $2.1 billion and $500 million, respectively, is available to finance the acquisition, (ii) a 364-day U.S. Dollar-denominated term loan agreement for a new $3.0 billion term loan with JPMorgan Chase Bank, N.A. ("JPM"), as administrative agent, and (iii) a 2-year U.S. Dollar-denominated term loan agreement for a new $1.5 billion term loan with JPM, as administrative agent.

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of


            Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the completion of the Mergers and as contemplated by the Merger Agreement, at the effective time of the Company Merger, each of Paul E. Szurek, Michael H. Millegan, Robert G. Stuckey, Jean A. Bua, Kelly C. Chambliss, Michael R. Koehler, David A. Wilson and Patricia L. Higgins resigned from the board of directors of the Company. These resignations were in connection with the Mergers and not as a result of any disagreements between the Company and the resigning individuals on any matters relating to the Company's operations, policies or practices.

In connection with the Holdco Merger, the officers of Holdco immediately prior to the effective time of the Holdco Merger will be the officers of the surviving limited liability company in accordance with the terms of the Merger Agreement.

As previously disclosed in the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on November 29, 2021, as amended, in connection with the completion of the Mergers, the Company is entering into transition agreements with each of Messrs. Finnin and McCandless and separation agreements with each of Mr. Szurek and Mr. Smith.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year

Pursuant to the terms of the Merger Agreement, at the effective time of the Holdco Merger, the articles of incorporation and bylaws of the Company ceased to be in effect and the certificate of formation and limited liability company operating agreement of Holdco became the certificate of formation and limited liability company operating agreement of the surviving limited liability company, in accordance with the terms of the Merger Agreement. Copies of the certificate of formation and limited liability company operating agreement of Holdco are attached hereto as Exhibits 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits






(d)      Exhibits.



Exhibit                                  Description

  2.1*       Agreement and Plan of Merger, dated November 14, 2021, by and among
           CoreSite Realty Corporation, CoreSite, L.P., American Tower Investments
           LLC, Appleseed Holdco LLC, Appleseed Merger Sub LLC, Appleseed OP Merger
           Sub LLC and, solely for certain provisions specified therein, American
           Tower Corporation (incorporated by reference to Exhibit 2.1 to the
           Current Report on Form 8-K filed by the Company on November 15, 2021).
  3.1        Certificate of Formation of Appleseed Holdco LLC.
  3.2        Amended and Restated Limited Liability Company Operating Agreement of
           Appleseed Holdco LLC.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. CoreSite Realty

Corporation agrees to furnish supplementally a copy of any omitted schedule to

the SEC upon request.

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