01—Abstract
Summary
Summary of the 8-K filed September 10, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 10, 2025, Iron Mountain Incorporated completed a private offering of €1,200,000,000 in aggregate principal amount of 4.750%a Senior Notes due 2034, sold at 100.00% of par.
The net proceeds were approximately €1,185.5 million after discounts to the initial purchasers and estimated offering expenses. The Company intends to use the proceeds to redeem all of its outstanding 3.875%b GBP Senior Notes due 2025 and for general corporate purposes, including repaying all or a portion of borrowings under its revolving credit facility and paying related fees and expenses. The Notes were issued under an indenture dated September 10, 2025 with Computershare Trust Company, N.A., as trustee, and pay interest semi-annually on January 15 and July 15, with the first payment due January 15, 2026.
They mature January 15, 2034. The Notes are jointly and severally guaranteed on an unsecured senior basis by the Company's U.S. subsidiaries that represent the substantial majority of its U.S. operations. They are effectively subordinated to secured indebtedness to the extent of collateral value and structurally subordinated to liabilities of non-guarantor subsidiaries.
The Notes include make-whole redemption before September 10, 2028, a partial equity-proceeds redemption option of up to 40%c of principal before that date, and redemption at stated prices on or after September 10, 2028. The indenture contains customary events of default and restrictive covenants on indebtedness, dividends and restricted payments, asset sales, liens, guarantees, acquisitions and investments. The Notes were sold 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.
02—Key points
Key Highlights
- Issued €1,200,000,000 of 4.750% Senior Notes due January 15, 2034 at 100.00% of par in a private offering completed September 10, 2025.
- Net proceeds of approximately €1,185.5 million after initial purchaser discounts and estimated offering expenses.
- Proceeds intended to redeem all outstanding 3.875% GBP Senior Notes due 2025, with the remainder for general corporate purposes, including repaying revolver borrowings.
- Notes are unsecured senior obligations, guaranteed by the substantial majority of U.S. subsidiaries, and effectively and structurally subordinated to certain secured and non-guarantor liabilities.
- Make-whole redemption available before September 10, 2028, with up to 40% of principal redeemable from certain equity offering proceeds before that date.
- Indenture includes customary events of default and restrictive covenants limiting debt, dividends and restricted payments, asset sales, liens, guarantees, and investments.
- Filed under Item 1.01 and Item 2.03 with the indenture filed as Exhibit 4.1.
03—Questions
Frequently Asked Questions
How much debt did Iron Mountain issue and at what price?
The Company issued €1,200,000,000 in aggregate principal amount of 4.750% Senior Notes due 2034 at 100.00% of par.
What will the proceeds be used for?
The Company intends to use the net proceeds of about €1,185.5 million to redeem all outstanding 3.875% GBP Senior Notes due 2025 and for general corporate purposes, including repaying all or a portion of revolving credit facility borrowings and paying related fees and expenses.
When do the Notes pay interest and mature?
Interest is paid semi-annually on January 15 and July 15, accruing from September 10, 2025, with the first payment on January 15, 2026. The Notes mature on January 15, 2034, unless earlier redeemed or repurchased.
Are the Notes secured, and who guarantees them?
No, the Notes are unsecured. 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. They are effectively subordinated to secured debt to the extent of collateral value and structurally subordinated to liabilities of non-guaranteeing subsidiaries.
Can the Company redeem the Notes early?
Yes. Before September 10, 2028, the Company may redeem all or part of the Notes at a make-whole price, and may redeem up to 40% of principal with certain equity offering proceeds at the indenture's redemption price, provided at least 50% of the original principal remains outstanding. On or after September 10, 2028, it may redeem at the prices set in the Indenture. The Notes are also redeemable at 100% of principal plus accrued interest upon certain U.S. tax law changes.
04—Continue