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. o

 

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.  o

 

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.  o

 

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. o

 

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. o

 

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.  o

 

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 o
Non-accelerated filer o Smaller reporting company o
    Emerging growth company o

 

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.  o

 

 

 

 

 

 

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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