Edgar Filing: CoreSite Realty Corp

Names of Reporting Persons

The Carlyle Group L.P.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Schedule 13G/A (Amendment No. 4)

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

CoreSite Realty Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21870Q105

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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ITEM 1. (a)

Name of Issuer:

CoreSite Realty Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1001 17th Street, Suite 500

Denver, CO, 80202

ITEM 2. (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings I GP Inc.

Carlyle Holdings I GP Sub L.L.C.

Carlyle Holdings I L.P.

TC Group, L.L.C.

TC Group Sub L.P.

Carlyle Realty V GP, L.L.C.

Carlyle Realty V, L.P.

CoreSite CRP V Holdings, LLC

Carlyle Realty III, GP, L.L.C.

Carlyle Realty III, L.P.

CoreSite CRP III Holdings, LLC

Carlyle Realty IV GP, L.L.C.

Carlyle Realty IV, L.P.

CoreSite CRP IV Holdings, LLC

CRP IV AIV GP, L.L.C.

CRP IV AIV GP, L.P.

CRQP IV AIV, L.P.

CRP IV-A AIV, L.P.

CoreSite CRP IV Holdings (VCOC II), LLC

CoreSite CRP IV Holdings (VCOC I), LLC

CRP III AIV GP, L.L.C.

CRP III AIV GP, L.P.

CRQP III AIV, L.P.

CoreSite CRP III Holdings (VCOC), LLC

(b)

Address of Principal Business Office:

The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.


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(c)

Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized in the state of Delaware.

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”).

(e)

CUSIP Number:

21870Q105

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of shares of Common Stock as of December 31, 2018, assuming that all limited partnership units of CoreSite, L.P. (“OP Units”) owned by the Reporting Persons are converted on a one-for-one basis into shares of Common Stock. Under the limited partnership agreement governing CoreSite, L.P., OP Units may be redeemed for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. The percent of class presented below is based upon 36,698,529 shares of Common Stock outstanding as of October 24, 2018.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
The Carlyle Group L.P.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
Carlyle Holdings I GP Inc.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
Carlyle Holdings I GP Sub L.L.C.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
Carlyle Holdings I L.P.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
TC Group, L.L.C.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
TC Group Sub L.P.		11,525,390		23.9	%		0		11,525,390		0		11,525,390
Carlyle Realty V GP, L.L.C.		5,875,218		13.8	%		0		5,875,218		0		5,875,218
Carlyle Realty V, L.P.		5,875,218		13.8	%		0		5,875,218		0		5,875,218
CoreSite CRP V Holdings, LLC		5,875,218		13.8	%		0		5,875,218		0		5,875,218
Carlyle Realty III, GP, L.L.C.		2,425,524		6.2	%		0		2,425,524		0		2,425,524
Carlyle Realty III, L.P.		2,425,524		6.2	%		0		2,425,524		0		2,425,524
CoreSite CRP III Holdings, LLC		2,425,524		6.2	%		0		2,425,524		0		2,425,524
Carlyle Realty IV GP, L.L.C.		1,699,809		4.4	%		0		1,699,809		0		1,699,809
Carlyle Realty IV, L.P.		1,699,809		4.4	%		0		1,699,809		0		1,699,809
CoreSite CRP IV Holdings, LLC		1,699,809		4.4	%		0		1,699,809		0		1,699,809


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CRP IV AIV GP, L.L.C.	1,033,489	2.7	%	0	1,033,489	0	1,033,489
CRP IV AIV GP, L.P.	1,033,489	2.7	%	0	1,033,489	0	1,033,489
CRQP IV AIV, L.P.	744,015	2.0	%	0	744,015	0	744,015
CRP IV-A AIV, L.P.	289,474	0.8	%	0	289,474	0	289,474
CoreSite CRP IV Holdings (VCOC II), LLC	744,015	2.0	%	0	744,015	0	744,015
CoreSite CRP IV Holdings (VCOC I), LLC	289,474	0.8	%	0	289,474	0	289,474
CRP III AIV GP, L.L.C.	491,350	1.3	%	0	491,350	0	491,350
CRP III AIV GP, L.P.	491,350	1.3	%	0	491,350	0	491,350
CRQP III AIV, L.P.	491,350	1.3	%	0	491,350	0	491,350
CoreSite CRP III Holdings (VCOC), LLC	491,350	1.3	%	0	491,350	0	491,350

CoreSite CRP III Holdings, LLC, CoreSite CRP III Holdings (VCOC), LLC, CoreSite CRP IV Holdings, LLC, CoreSite CRP IV Holdings (VCOC I), LLC, CoreSite CRP IV Holdings (VCOC II), LLC and CoreSite CRP V Holdings, LLC are the record holders of 2,425,524, 491,350, 1,699,809, 289,474, 744,015 and 5,875,218 OP Units, respectively.

Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of each of Carlyle Realty III GP, L.L.C., CRP III AIV GP, L.L.C., Carlyle Realty IV GP, L.L.C., CRP IV AIV GP, L.L.C. and Carlyle Realty V GP, L.L.C.

Carlyle Realty III GP, L.L.C. is the general partner of Carlyle Realty III, L.P. which is the managing member of CoreSite CRP III Holdings, LLC. CRP III AIV GP, L.L.C. is the general partner of CRP III AIV GP, L.P., which is the general partner of CRQP III AIV, L.P., which is the managing member of CoreSite CRP III Holdings (VCOC), LLC.

Carlyle Realty IV GP, L.L.C. is the general partner of Carlyle Realty IV, L.P., which is the managing member of CoreSite CRP IV Holdings, LLC. CRP IV AIV GP, L.L.C. is the general partner of CRP IV AIV GP, L.P., which is the general partner of each of CRP IV-A AIV, L.P. and CRQP IV AIV, L.P., which are the managing members of CoreSite CRP IV Holdings (VCOC I), LLC and CoreSite CRP IV Holdings (VCOC II), LLC, respectively.

Carlyle Realty V GP, L.L.C. is the general partner of Carlyle Realty V, L.P., which is the managing member of CoreSite CRP V Holdings, LLC.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.


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ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2019


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C., its general partner



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS I GP INC.



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS I GP SUB L.L.C.
By: Carlyle Holdings I GP Inc., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS I L.P.
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC GROUP, L.L.C. By: Carlyle Holdings I L.P., its managing member


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By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC GROUP SUB L.P.
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE REALTY V GP, L.L.C.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CARLYLE REALTY V, L.P.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CORESITE CRP V HOLDINGS, LLC
By: Carlyle Realty V, L.P., its managing member



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CARLYLE REALTY III, GP, L.L.C.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CARLYLE REALTY III, L.P.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person


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CORESITE CRP III HOLDINGS, LLC
By: Carlyle Realty III, L.P., its managing member



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRP III AIV GP, L.L.C.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRP III AIV GP, L.P.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRQP III AIV, L.P.
By: CRP III AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CORESITE CRP III HOLDINGS (VCOC), LLC
By: CRQP III AIV, L.P., its managing member
By: CRP III AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CARLYLE REALTY IV GP, L.L.C.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CARLYLE REALTY IV, L.P.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person


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CORESITE CRP IV HOLDINGS, LLC
By: Carlyle Realty IV, L.P., its managing member



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRP IV AIV GP, L.L.C.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRP IV AIV GP, L.P.



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRP IV-A AIV, L.P.
By: CRP IV AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CRQP IV AIV, L.P.
By: CRP IV AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CORESITE CRP IV Holdings (VCOC I), LLC
By: CRQP IV AIV, L.P., its managing member
By: CRP IV AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person

CORESITE CRP IV HOLDINGS (VCOC II), LLC
By: CRQP IV AIV, L.P. , its managing member
By: CRP IV AIV GP, L.P., its general partner



By:		/s/ Kevin Gasque


Name:		Kevin Gasque
Title:		Authorized Person


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LIST OF EXHIBITS


Exhibit No.		Description

24		Power of Attorney.

99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 14, 2013).