Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Purchaser will commence a tender offer (the "Offer"), to
purchase any and all of the outstanding shares (the "Shares") of common stock,
par value
The Offer will initially remain open for 20 business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer all of the conditions to the Offer have not been satisfied, the Offer may be extended in certain circumstances to permit the satisfaction of all Offer conditions.
The obligation of Purchaser to consummate the Offer is subject to the satisfaction or waiver of customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn a number of Shares that, considered together with all any Shares beneficially owned by Parent or any wholly owned subsidiary of Parent, represent at least a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; (ii) the absence of any law or order prohibiting the consummation of the Offer or the Mergers; and (iii) other customary conditions set forth in Annex I to the Merger Agreement.
Subject to the terms and conditions of the Merger Agreement, (i) following the
consummation of the Offer, Purchaser will merge 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
At the effective time of the Company Merger, each Share issued and outstanding immediately prior to such time (other than (i) restricted shares and (ii) Shares owned by any of the Parent Parties) will be 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 will be converted into the right to receive an amount in cash equal to the Offer Price.
The Merger Agreement includes customary representations, warranties and covenants of the Company, the Partnership and the Parent Parties.
The Company has agreed to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances and subject to the terms and conditions set forth in the Merger Agreement, provide information to and participate in discussions or negotiations with third parties with respect to unsolicited written bona fide alternative acquisition proposals.
The Merger Agreement also provides that, in connection with the termination of
the Merger Agreement under specified circumstances, including termination by the
Company to accept and enter into an agreement with respect to a Company Superior
Proposal (as defined in the Merger Agreement), the Company will pay Parent a
termination fee of
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, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the Company, the Partnership, the Parent Parties, American Tower, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Offer, the Mergers or the other transactions contemplated by the Merger Agreement. The Merger Agreement and this summary should not be relied upon as disclosure about the Company, the Partnership, the Parent Parties or American Tower. None of the Company's stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, the Partnership, the Parent Parties, American Tower or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. The representations and warranties (i) may have been made for the purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from what an investor may view as material and (ii) may have been made only as of the date of the Merger Agreement or as of another date or dates as may be specified in the Merger Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company or American Tower, if at all.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The foregoing descriptions of the Bylaw Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Bylaw Amendment.
Item 8.01. Other Events.
On
Additional Information and Where to Find It
The tender offer described in this Current Report on Form 8-K has not yet
commenced. This Current Report on Form 8-K 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 tender offer materials that
American Tower, Purchaser or CoreSite will file with the
In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the Solicitation/Recommendation
Statement, American Tower and CoreSite file annual, quarterly and current
reports, proxy statements and other information with the
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within
the meaning of the federal securities laws. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward-looking statements by
the use of forward looking terminology such as "believes," "expects," "may,"
"will," "should," "seeks," "approximately," "intends," "plans," "pro forma,"
"estimates" or "anticipates" or the negative of these words and phrases or
similar words or phrases that are predictions of or indicate future events or
trends and that do not relate solely to historical matters. Forward-looking
statements involve known and unknown risks, uncertainties, assumptions and
contingencies, many of which are beyond the Company's control that may cause
actual results to differ significantly from those expressed in any
forward-looking statement. These risks include, without limitation:
uncertainties as to the timing of the tender offer and mergers? uncertainties as
to how many of the Company's stockholders will tender their stock in the offer?
the possibility that competing offers will be made? the possibility that various
closing conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction? the effects of the transaction on
relationships with employees, other business partners or governmental entities?
the difficulty of predicting the timing or outcome of regulatory approvals or
actions, if any? the geographic concentration of the Company's data centers in
certain markets and any adverse developments in local economic conditions or the
level of supply of or demand for data center space in these markets?
fluctuations in interest rates and increased operating costs; difficulties in
identifying properties to acquire and completing acquisitions; significant
industry competition, including indirect competition from cloud service
providers; failure to obtain necessary outside financing; the ability to service
existing debt; the failure to qualify or maintain the Company's status as a
REIT; financial market fluctuations; changes in real estate and zoning laws and
increases in real property tax rates; the effects on the Company's business
operations, demand for the Company's services and general economic conditions
resulting from the spread of the novel coronavirus ("COVID-19") in the Company's
markets, as well as orders, directives and legislative action by local, state
and federal governments in response to such spread of COVID-19; and other
factors affecting the real estate industry generally. All forward-looking
statements reflect the Company's good faith beliefs, assumptions and
expectations, but they are not guarantees of future performance. Furthermore,
the Company disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying assumptions or
factors, of new information, data or methods, future events or other changes.
For a further discussion of these and other factors that could cause the
Company's future results to differ materially from any forward-looking
statements, see the section entitled "Risk Factors" in the Company's most recent
annual report on Form 10-K, and other risks described in documents subsequently
filed by the Company from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit
2.1* Agreement and Plan of Merger, datedNovember 14, 2021 , by and amongCoreSite 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 3.1 Amendment to Amended and Restated Bylaws ofCoreSite Realty Corporation 99.1 Joint Press Release of American Tower Corporation andCoreSite Realty Corporation , datedNovember 15, 2021 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.
agrees to furnish supplementally a copy of any omitted schedule to the
request.
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