Schedule 13G

0001193125-12-059461.txt : 20120214 0001193125-12-059461.hdr.sgml : 20120214 20120214123649 ACCESSION NUMBER: 0001193125-12-059461 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: CARLYLE REALTY III, GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY III, L.P. GROUP MEMBERS: CARLYLE REALTY IV GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY IV, L.P. GROUP MEMBERS: CARLYLE REALTY V GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY V, L.P. GROUP MEMBERS: CORESITE CRP III HOLDINGS (VCOC), LLC GROUP MEMBERS: CORESITE CRP III HOLDINGS, LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS (VCOC I), LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS (VCOC II), LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS, LLC GROUP MEMBERS: CORESITE CRP V HOLDINGS, LLC GROUP MEMBERS: CRP III AIV GP, L.L.C. GROUP MEMBERS: CRP III AIV GP, L.P. GROUP MEMBERS: CRP IV AIV GP, L.L.C. GROUP MEMBERS: CRP IV AIV GP, L.P. GROUP MEMBERS: CRP IV-A AIV, L.P. GROUP MEMBERS: CRQP III AIV, L.P. GROUP MEMBERS: CRQP IV AIV, L.P. GROUP MEMBERS: DBD INVESTORS V, L.L.C. GROUP MEMBERS: TC GROUP INVESTMENT HOLDINGS, L.P. GROUP MEMBERS: TCG HOLDINGS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CoreSite Realty Corp CENTRAL INDEX KEY: 0001490892 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85695 FILM NUMBER: 12606564 BUSINESS ADDRESS: STREET 1: 1050 17TH STREET STREET 2: SUITE 800 CITY: DENVER STATE: CO ZIP: 80265 BUSINESS PHONE: (866) 777-2673 MAIL ADDRESS: STREET 1: 1050 17TH STREET STREET 2: SUITE 800 CITY: DENVER STATE: CO ZIP: 80265 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DBD Investors V Holdings, L.L.C. CENTRAL INDEX KEY: 0001510750 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13G 1 d299887dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

CORESITE REALTY CORPORATION

(Name of Issuer)

Common stock, par value $0.01

(Title of Class of Securities)

21870Q105

(CUSIP Number)

December 31, 2011

(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)

x 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).


SCHEDULE 13G		Page 1 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS DBD Investors V Holdings, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 25,275,390
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 25,275,390
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,275,390
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 56.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 2 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS DBD Investors V, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 25,275,390
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 25,275,390
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,275,390
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 56.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 3 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS TCG Holdings II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 25,275,390
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 25,275,390
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,275,390
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 56.0%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 4 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS TC Group Investment Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 25,275,390
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 25,275,390
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,275,390
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 56.0%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 5 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty V GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 10,779,980
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 10,779,980
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,779,980
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.2%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 6 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty V, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 10,779,980
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 10,779,980
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,779,980
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.2%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 7 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP V Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 10,779,980
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 10,779,980
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,779,980
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.2%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 8 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty III, GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 6,222,640
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 6,222,640
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,640
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.9%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 9 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 6,222,640
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 6,222,640
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,640
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.9%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 10 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP III Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 6,222,640
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 6,222,640
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,640
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.9%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 11 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty IV GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,360,827
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,360,827
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,360,827
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 12 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS Carlyle Realty IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,360,827
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,360,827
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,360,827
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 13 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP IV Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 4,360,827
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 4,360,827
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,360,827
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 14 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRP IV AIV GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,651,393
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,651,393
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,393
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 15 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRP IV AIV GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 2,651,393
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 2,651,393
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,393
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.8%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 16 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRQP IV AIV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,908,756
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,908,756
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,908,756
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 17 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRP IV-A AIV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 742,637
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 742,637
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,637
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 18 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP IV Holdings (VCOC II), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,908,756
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,908,756
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,908,756
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 19 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP IV Holdings (VCOC I), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 742,637
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 742,637
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,637
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 20 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRP III AIV GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,260,550
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,260,550
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260,550
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 21 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRP III AIV GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,260,550
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,260,550
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260,550
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 22 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CRQP III AIV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,260,550
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,260,550
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260,550
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12	TYPE OF REPORTING PERSON PN


SCHEDULE 13G		Page 23 of 34


CUSIP No. 21870Q105


1	NAMES OF REPORTING PERSONS CoreSite CRP III Holdings (VCOC), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZEN OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,260,550
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,260,550
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,260,550
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
12	TYPE OF REPORTING PERSON OO (Limited Liability Company)


SCHEDULE 13G		Page 24 of 34

ITEM 1.

(a)

Name of Issuer:

CoreSite Realty Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1050 17th Street, Suite 800,

Denver, CO, 80265

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:

DBD Investors V Holdings, L.L.C.

DBD Investors V, L.L.C.

TCG Holdings II, L.P.

TC Group Investment Holdings, 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.

(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.


SCHEDULE 13G		Page 25 of 34

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2011, assuming that all limited partnership units of CoreSite, L.P. (“OP Units”) owned by the Reporting Persons are fully 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 19,848,795 shares of Common Stock outstanding as of November 3, 2011.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or 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:
DBD Investors V Holdings, L.L.C.		25,275,390		56.0	%		0		25,275,390		0		25,275,390
DBD Investors V, L.L.C.		25,275,390		56.0	%		0		25,275,390		0		25,275,390
TCG Holdings II, L.P.		25,275,390		56.0	%		0		25,275,390		0		25,275,390
TC Group Investment Holdings, L.P.		25,275,390		56.0	%		0		25,275,390		0		25,275,390
Carlyle Realty V GP, L.L.C.		10,779,980		35.2	%		0		10,779,980		0		10,779,980
Carlyle Realty V, L.P.		10,779,980		35.2	%		0		10,779,980		0		10,779,980
CoreSite CRP V Holdings, LLC		10,779,980		35.2	%		0		10,779,980		0		10,779,980
Carlyle Realty III, GP, L.L.C.		6,222,640		23.9	%		0		6,222,640		0		6,222,640
Carlyle Realty III, L.P.		6,222,640		23.9	%		0		6,222,640		0		6,222,640
CoreSite CRP III Holdings, LLC		6,222,640		23.9	%		0		6,222,640		0		6,222,640
Carlyle Realty IV GP, L.L.C.		4,360,827		18.0	%		0		4,360,827		0		4,360,827
Carlyle Realty IV, L.P.		4,360,827		18.0	%		0		4,360,827		0		4,360,827
CoreSite CRP IV Holdings, LLC		4,360,827		18.0	%		0		4,360,827		0		4,360,827
CRP IV AIV GP, L.L.C.		2,651,393		11.8	%		0		2,651,393		0		2,651,393
CRP IV AIV GP, L.P.		2,651,393		11.8	%		0		2,651,393		0		2,651,393
CRQP IV AIV, L.P.		1,908,756		8.8	%		0		1,908,756		0		1,908,756
CRP IV-A AIV, L.P.		742,637		3.6	%		0		742,637		0		742,637
CoreSite CRP IV Holdings (VCOC II), LLC		1,908,756		8.8	%		0		1,908,756		0		1,908,756
CoreSite CRP IV Holdings (VCOC I), LLC		742,637		3.6	%		0		742,637		0		742,637
CRP III AIV GP, L.L.C.		1,260,550		6.0	%		0		1,260,550		0		1,260,550
CRP III AIV GP, L.P.		1,260,550		6.0	%		0		1,260,550		0		1,260,550
CRQP III AIV, L.P.		1,260,550		6.0	%		0		1,260,550		0		1,260,550
CoreSite CRP III Holdings (VCOC), LLC		1,260,550		6.0	%		0		1,260,550		0		1,260,550

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 6,222,640, 1,260,550, 4,360,827, 742,637, 1,908,756 and 10,779,980 OP Units, respectively. DBD Investors V Holdings, L.L.C. exercises investment discretion and control over these OP Units through its indirect subsidiary, TC Group Investment Holdings, 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 if CoreSite CRP V Holdings, LLC.

DBD Investors V Holdings, L.L.C. is the managing member of DBD Investors V, L.L.C. DBD Investors V, L.L.C. is the general partner of TCG Holdings II, L.P. TCG Holdings II, L.P. is the general partner of TC Group Investment Holdings, L.P. DBD Investors V Holdings, L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these OP Units requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the members of the DBD Investors V Holdings, L.L.C. managing board, may be deemed to share beneficial ownership of the OP Units beneficially owned by DBD Investors V Holdings, L.L.C. Such persons disclaim any such beneficial ownership.



ITEM 5.		Ownership of Five Percent or Less of a Class

		Not applicable.

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


SCHEDULE 13G		Page 26 of 34

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 14, 2012

DBD INVESTORS V HOLDINGS, L.L.C.

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

DBD INVESTORS V, L.L.C.

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

TCG HOLDINGS II, L.P.

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

TC GROUP INVESTMENT HOLDINGS, L.P.

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 27 of 34

CARLYLE REALTY V GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY V, L.P.

by Carlyle Realty V GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CORESITE CRP V HOLDINGS, LLC

by: Carlyle Realty V, L.P., its Managing Member

by Carlyle Realty V GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 28 of 34

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

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY III, L.P.

by: Carlyle Realty III, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CORESITE CRP III HOLDINGS, LLC

by: Carlyle Realty III, L.P., its Managing Member

by: Carlyle Realty III, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 29 of 34

CRP III AIV GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP III AIV GP, L.P.

by: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRQP III AIV, L.P.

by: CRP III AIV GP, L.P., its General Partner

by: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 30 of 34

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: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY IV, GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY IV, L.P.

by: Carlyle Realty IV, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 31 of 34

CORESITE CRP IV HOLDINGS, LLC

by: Carlyle Realty IV, L.P., its Managing Member

by: Carlyle Realty IV, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP IV AIV GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP IV AIV GP, L.P.

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 32 of 34

CRP IV-A AIV, L.P.

by: CRP IV AIV GP, L.P. , its General Partner

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

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: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRQP IV AIV, L.P.

by: CRP IV AIV GP, L.P., its General Partner

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 33 of 34

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: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director


SCHEDULE 13G		Page 34 of 34

LIST OF EXHIBITS


Exhibit No.		Description

24		Power of Attorney

99		Joint Filing Agreement

EX-24 2 d299887dex24.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, David Willich, Glen Goold, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, Katey Bogue, James Sloan, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

(2) prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Managing Director, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) TWC Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited partnership; (ii) their respective owners, including without limitation TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership, TCG Employee Co., L.L.C., a Delaware limited liability company, Carlyle Offshore Partners II, Ltd., a Cayman Islands exempted company with limited liability, Carlyle Offshore Partners II Holdings, Ltd., a Cayman Islands exempted company with limited liability, DBD Investors V, L.L.C., a Delaware limited liability company, DBD Investors V Holdings, L.L.C., a Delaware limited liability company, DBD Cayman, Ltd., a Cayman Islands exempted company with limited liability and DBD Cayman Holdings, Ltd., a Cayman Islands exempted company with limited liability; and (iii) the subsidiaries and affiliates of the foregoing in clauses (i) and (ii), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11^th day of February, 2011.

/s/ David M. Rubenstein

Name: David M. Rubenstein

EX-99 3 d299887dex99.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of CoreSite Realty Corporation, a Maryland corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14^th day of February, 2012.

DBD INVESTORS V HOLDINGS, L.L.C.

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

DBD INVESTORS V, L.L.C.

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

TCG HOLDINGS II, L.P.

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

TC GROUP INVESTMENT HOLDINGS, L.P.

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY V GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY V, L.P.

by Carlyle Realty V GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CORESITE CRP V HOLDINGS, LLC

by: Carlyle Realty V, L.P., its Managing Member

by Carlyle Realty V GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

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

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY III, L.P.

by: Carlyle Realty III, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CORESITE CRP III HOLDINGS, LLC

by: Carlyle Realty III, L.P., its Managing Member

by: Carlyle Realty III, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP III AIV GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP III AIV GP, L.P.

by: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRQP III AIV, L.P.

by: CRP III AIV GP, L.P., its General Partner

by: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

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: CRP III AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY IV, GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CARLYLE REALTY IV, L.P.

by: Carlyle Realty IV, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CORESITE CRP IV HOLDINGS, LLC

by: Carlyle Realty IV, L.P., its Managing Member

by: Carlyle Realty IV, GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP IV AIV GP, L.L.C.

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP IV AIV GP, L.P.

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRP IV-A AIV, L.P.

by: CRP IV AIV GP, L.P. , its General Partner

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

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: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

CRQP IV AIV, L.P.

by: CRP IV AIV GP, L.P., its General Partner

by: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director

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: CRP IV AIV GP, L.L.C., its General Partner

by: TC Group Investment Holdings, L.P., its Managing Member

by: TCG Holdings II, L.P., its General Partner

by: DBD Investors V, L.L.C., its General Partner

by: DBD Investors V Holdings, L.L.C., its Managing Member

by: /s/ R. Rainey Hoffman, attorney-in-fact

Name: David M. Rubenstein

Title: Managing Director