American Tower Corporation (NYSE: AMT) (“American Tower”) and
CoreSite Realty Corporation (NYSE: COR) (“CoreSite”) today
announced that they have entered into a definitive agreement
through which American Tower will acquire CoreSite for $170.00 per
share in cash. The total consideration for the transaction,
including the assumption and/or repayment of CoreSite’s existing
debt at closing, is approximately $10.1 billion. The transaction,
which was unanimously approved by the boards of directors of both
companies, is expected to create a differentiated, comprehensive
and interconnected communications real estate platform optimally
positioned to benefit from the convergence of wireline and wireless
networks amid accelerating global 5G deployments.
CoreSite, which as of Q3 2021 consisted of 25 data centers, 21
cloud on-ramps and over 32,000 interconnections in eight major U.S.
markets, generated annualized revenue and Adjusted EBITDA of $655
million and $343 million, respectively, in Q3 2021. CoreSite has
averaged double-digit annual revenue growth over the past five
years and is led by a seasoned management team that has established
leading positions and a critical presence with cloud service
providers, positioning the business well for future organic growth.
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.
The transaction is also expected to be transformative for
American Tower’s mobile edge compute business in advance of the
proliferation of 5G low-latency applications throughout the cloud,
enterprise and network ecosystems, establishing a converged
communications and computing infrastructure offering with
distributed points of presence across multiple edge layers. With
increased scale and a broadened, more comprehensive offering,
American Tower and CoreSite expect the combined company to be
well-positioned to address evolving customer needs through an
enhanced value proposition for network and cloud providers, service
integrators and enterprise customers.
By combining the capabilities, talent and resources of American
Tower and CoreSite, the combined company will be even better
equipped to deliver superior service and expanded solutions to
customers. This transaction brings together American Tower’s
wireless connectivity at the mobile edge and CoreSite’s highly
interconnected data center facilities at the core edge to create an
extended edge for our customers that can seamlessly support high
performance, low-latency applications. In addition, with American
Tower’s global footprint, the combined company will be positioned
to support customer’s needs in additional markets.
Tom Bartlett, American Tower’s Chief Executive Officer stated,
“We are in the early stages of a cloud-based, connected and
globally distributed digital transformation that will evolve over
the next decade and beyond. We expect the combination of our
leading global distributed real estate portfolio and CoreSite’s
high quality, interconnection-focused data center business to help
position American Tower to lead in the 5G world. As the convergence
of wireless and wireline networks accelerates and classes of
communications infrastructure further align, we anticipate the
emergence of attractive value creation opportunities within the
digital infrastructure ecosystem. We look forward to welcoming
CoreSite’s talented team to American Tower and working together to
capitalize on those opportunities to drive enhanced long-term value
creation for our customers and shareholders as we continue to
connect billions of people across the globe.”
CoreSite’s Chief Executive Officer, Paul Szurek, stated, “We are
excited to partner with American Tower to expand its communications
infrastructure ecosystem and accelerate its edge computing strategy
through the addition of CoreSite’s differentiated portfolio of U.S.
metro data center campuses. The combined company will be ideally
positioned to address the growing need for convergence between
mobile network providers, cloud service providers, and other
digital platforms as 5G deployments emerge and evolve. In addition,
we expect the enhanced scale and further geographic reach to
provide a platform for the combined company to accelerate its
growth trajectory and expand into additional U.S. metro areas, as
well as internationally, leveraging American Tower’s extensive
presence across the globe. CoreSite’s outstanding team,
interconnection platform and data center campus portfolio are a
highly complementary fit with American Tower’s existing
communications sites, and we believe this partnership delivers
significant value to CoreSite’s stockholders and will create an
exciting new chapter for our customers, employees and
partners.”
The transaction is anticipated to be modestly accretive to
American Tower’s AFFO per Share initially, and increasingly
accretive over time, and is expected to close by the end of 2021,
or shortly thereafter. 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
for the same price payable in the tender offer. 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. CoreSite plans to declare and pay its fourth quarter
dividend during the fourth quarter of 2021 and no later than the
close of the transaction.
American Tower intends to finance the transaction in a manner
consistent with maintaining its investment grade credit rating and
has obtained committed financing from J.P. Morgan. J.P. Morgan is
serving as lead financial advisor to American Tower, who is also
being advised by CDX Advisors. Cleary Gottlieb Steen & Hamilton
LLP is serving as principal legal advisor to American Tower.
Evercore is serving as sole financial advisor to CoreSite and
Wachtell, Lipton, Rosen & Katz is serving as its principal
legal advisor.
Conference Call Information
American Tower will host a conference call today at 8:00 a.m. ET
to discuss this transaction. Supplemental materials for the call
will be available on the American Tower’s website, www.americantower.com. The conference call dial-in
numbers are as follows:
U.S./Canada dial-in: (877) 692-8955
International dial-in: (234) 720-6979 Passcode: 8072944
When available, a replay of the call can be accessed until 11:59
p.m. ET on November 29, 2021. The replay dial-in numbers are as
follows:
U.S./Canada dial-in: (866) 207-1041
International dial-in: (402) 970-0847 Passcode: 6561145
American Tower will also sponsor a live simulcast and replay of
the call on its website, www.americantower.com.
About American Tower
American Tower, one of the largest global REITs, is a leading
independent owner, operator and developer of multitenant
communications real estate with a portfolio of approximately
219,000 communications sites. For more information about American
Tower, please visit the “Earnings Materials” and “Investor
Presentations” sections of our investor relations website at
www.americantower.com.
About CoreSite
CoreSite delivers secure, reliable, high-uptime data center
campuses with high-performance cloud access and interconnection
solutions to a growing customer ecosystem across eight key North
American markets. More than 1,370 of the world’s leading
enterprises, network operators, cloud providers, and supporting
service providers choose CoreSite to connect, protect and optimize
their performance-sensitive data, applications and computing
workloads. Our scalable, flexible solutions and 480+ dedicated
employees consistently deliver unmatched data center options — all
of which leads to a best-in-class customer experience and lasting
relationships. For more information, visit www.CoreSite.com.
The websites of American Tower and CoreSite are included in this
press release as inactive textual references only. Information
contained on or accessible through these websites is not
incorporated by reference into this press release.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements about future events and
expectations, or “forward-looking statements,” all of which are
inherently uncertain. We have based these forward-looking
statements on management’s current expectations and assumptions and
not on historical facts. When we use words such as “projects,”
“anticipates,” “intends,” “plans,” “believes,” “estimates,”
“expects,” “forecasts,” “should,” “would,” “could,” “may” or
similar expressions, we are making forward-looking statements.
Examples of these statements include, but are not limited to,
statements regarding the proposed closing of the transaction
described above, American Tower’s ability to successfully integrate
the assets it acquires or utilize such assets to their full
capacity, including the integration of CoreSite following the
consummation of the transaction described above, expected financial
projections for the real estate portfolio and the impact on
American Tower’s consolidated results, the expected consideration
and the expected sources of funds to finance the transaction
described above and the intention to finance the transaction
consistent with maintaining American Tower’s investment grade
credit rating. These forward-looking statements involve a number of
risks and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including but not limited to the ability of the parties to
consummate the proposed transaction, uncertainties as to the timing
of the tender offer and merger, uncertainties as to how many of
CoreSite’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 proposed 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 and the ability of
American Tower to realize the benefits it expects from the
transaction. For additional important factors that may cause actual
results to differ materially from those indicated in these
forward-looking statements, we refer you to the information
contained in Item 1A of American Tower’s and CoreSite’s annual
reports on Forms 10-K for the year ended December 31, 2020, each
under the caption “Risk Factors” and in other periodic filings
American Tower and CoreSite make with the Securities and Exchange
Commission (the “SEC”), including current reports on Form 8-K and
quarterly reports on Form 10-Q, as well as the Schedule TO and
related tender offer documents to be filed by American Tower and
the Schedule 14D-9 to be filed by CoreSite.
You should keep in mind that any forward-looking statement we
make in this press release speaks only as of the date on which we
make it. New risks and uncertainties arise from time to time, and
it is impossible for us to predict these events or how they may
affect us. Neither American Tower nor CoreSite undertake any
obligation to update the information contained in this press
release to reflect subsequently occurring events or circumstances
except as may be required by law.
Additional Information and Where to Find It
The tender offer described in this communication has not yet
commenced. This communication 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, Appleseed Merger Sub LLC,
Appleseed Holdco LLC or CoreSite will file with 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
American Tower intends to file with the SEC. At the time the tender
offer is commenced, American Tower will file a Tender Offer
Statement on Schedule TO with the SEC, and CoreSite will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. CORESITE’S STOCKHOLDERS AND
OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER 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 TENDER OFFER. The Offer to
Purchase, the related Letter of Transmittal and certain other
tender 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 American Tower or CoreSite. Copies
of the documents filed with the SEC by American Tower will be
available free of charge under the “Investor Relations” section of
American Tower’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 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 SEC. American Tower’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211115005557/en/
ATC Contact: Adam Smith
Vice President, Investor Relations Telephone: (617) 375-7500
CoreSite Contact: Kate
Ruppe Manager, Investor Relations Telephone: (303)
222-7369
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