As filed with the Securities and Exchange Commission on December 28, 2021
Registration No. 333-198951
Registration No. 333-177053
Registration No. 333-177052
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-198951
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-177053
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-177052
UNDER THE SECURITIES ACT OF 1933
CoreSite Realty Corporation
(Exact name of Registrant as specified in its charter)
| Maryland | 27-1925611 | |
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
1001 17th Street, Suite 500
Denver, CO 80202
(866) 777-2673
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Edmund DiSanto, Esq.
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
c/o American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address and telephone number of agent for service)
| Copies to: | |
| Benet J. O’Reilly | Adam O. Emmerich |
| Kimberly R. Spoerri | Zachary S. Podolsky |
| Michael Saliba | Wachtell, Lipton, Rosen & Katz |
| Cleary Gottlieb Steen & Hamilton LLP | 51 West 52nd Street |
| One Liberty Plaza | New York, New York 10019 |
| New York, New York 10006 | (212) 403-1000 |
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of CoreSite Realty Corporation (the “Company”) on Form S-3 (collectively, the “Registration Statements”):
| · | Registration Statement on Form S-3 (File No. 333-198951) filed with the Securities and Exchange Commission on September 26, 2014, as amended by Amendment No. 1 on October 20, 2014, registering up to $800,000,000 in aggregate offering price of debt securities of the Company (“Debt Securities”), shares of common stock of the Company, par value $0.01 per share (“Common Stock”), preferred stock of the Company, par value $0.01 per share (“Preferred Stock”) and preferred stock represented by depository shares (“Depository Shares”), and warrants, rights and units of the Company; |
| · | Registration Statement on Form S-3 (File No. 333-177053) filed with the Securities and Exchange Commission on September 28, 2011, as amended by Amendment No. 1 on October 7, 2011, registering up to $800,000,000 in aggregate offering price of debt securities of the Company, shares of Common Stock, Preferred Stock and Depository Shares, and warrants, rights and units of the Company; and |
| · | Registration Statement on Form S-3 (File No. 333-177052) filed with the Securities and Exchange Commission on September 28, 2011 registering up to $367,618,250 in aggregate offering price of shares of Common Stock. |
On December 28, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of November 14, 2021 (the “Merger Agreement”), by and among the Company, CoreSite, L.P., a Delaware limited partnership and subsidiary of the Company (the “Partnership”), Appleseed Merger Sub LLC, a Maryland limited liability company (“Purchaser”) and a wholly owned subsidiary of Appleseed Holdco LLC, a Delaware limited liability company (“Holdco”), American Tower Investments LLC, a California limited liability company and wholly owned subsidiary of American Tower (as defined below) (“Parent”), Holdco, a wholly owned subsidiary of Parent, Appleseed OP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdco (“OP Merger Sub” and, together with Parent, Holdco and Purchaser, the “Parent Parties”) and, solely for the purposes of certain provisions specified therein, American Tower Corporation, a Delaware corporation (“American Tower”), (i) Purchaser merged with and into the Company, 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”).
As a result of the Mergers, by filing these post-effective amendments, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each of the Registration Statements and removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these post-effective amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on December 28, 2021.
| CoreSite Realty Corporation | ||
| By: | /s/ Rodney M. Smith | |
| Name: Rodney M. Smith | ||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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