01—Abstract
Summary
Summary of the 8-K filed December 6, 2024. Cited figures are marked; the original filing is the authoritative source.
On December 6, 2024, Iron Mountain Incorporated completed a private offering of $1,200,000,000a in aggregate principal amount of 6.25% Senior Notes due 2033, sold at 100.00% of par.
The net proceeds were approximately $1,185.5 millionb after discounts to the initial purchasers and estimated offering expenses. The company intends to use the proceeds to repay a portion of outstanding borrowings under its revolving credit facility and to pay related fees and expenses. The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.
They were issued under an indenture dated December 6, 2024 with Computershare Trust Company, N.A. as trustee. Interest is payable semi-annually on January 15 and July 15, with the first payment due January 15, 2025, and the Notes mature on January 15, 2033. The Notes are guaranteed on an unsecured senior basis by the company's substantial U.S. subsidiaries.
The indenture includes customary events of default and restrictive covenants limiting debt incurrence, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments. The company may redeem the Notes at a make-whole price before December 6, 2027, may redeem up to 40%c with certain equity offering proceeds before that date, and may redeem at specified redemption prices on or after December 6, 2027.
02—Key points
Key Highlights
- Completed a private offering of $1.2 billion in 6.25% Senior Notes due 2033, sold at 100.00% of par
- Net proceeds of approximately $1,185.5 million after initial purchaser discounts and estimated offering expenses
- Proceeds intended to repay a portion of outstanding revolving credit facility borrowings and pay related fees and expenses
- Notes mature January 15, 2033; interest of 6.25% per annum paid semi-annually on January 15 and July 15, first payment January 15, 2025
- Notes are unsecured senior obligations guaranteed by the company's substantial U.S. subsidiaries and rank pari passu with existing and future senior debt
- Make-whole redemption available before December 6, 2027; up to 40% redeemable with certain equity offering proceeds before that date; redemption at set prices on or after December 6, 2027
- Offering was made under Rule 144A and Regulation S and the Notes are not registered under the Securities Act
03—Questions
Frequently Asked Questions
What did Iron Mountain issue and how much did it raise?
Iron Mountain completed a private offering of $1,200,000,000 in aggregate principal amount of 6.25% Senior Notes due 2033, sold at 100.00% of par. Net proceeds were approximately $1,185.5 million after discounts to the initial purchasers and estimated offering expenses.
How will the company use the proceeds?
The company intends to use the net proceeds to repay a portion of the outstanding borrowings under its revolving credit facility and to pay related fees and expenses.
When do the Notes mature and when are interest payments made?
The Notes mature on January 15, 2033, unless earlier redeemed or repurchased. Interest accrues at 6.25% per annum from December 6, 2024 and is payable semi-annually on January 15 and July 15, with the first payment on January 15, 2025.
Are the Notes secured and who guarantees them?
The Notes are not secured. They are jointly and severally guaranteed on an unsecured senior basis by the company's direct and indirect U.S. subsidiaries that represent the substantial majority of its U.S. operations. The Notes are effectively subordinated to secured indebtedness to the extent of the collateral value and structurally subordinated to liabilities of non-guarantor subsidiaries.
What restrictions and redemption rights apply to the Notes?
The indenture contains covenants restricting the company's ability to incur debt, pay dividends or make other restricted payments, sell assets, create liens, guarantee debt, make acquisitions or investments, and take certain other corporate actions. The company may redeem the Notes at a make-whole price before December 6, 2027, may redeem up to 40% with certain equity offering proceeds before that date, and may redeem at the prices set in the indenture on or after December 6, 2027.
04—Continue