01—Abstract
Summary
Summary of the 8-K filed June 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Iron Mountain Incorporated (IRM) completed a private offering on June 26, 2026 of $1,500,000,000a in aggregate principal amount of 6.250% Senior Notes due 2035, sold at 100.00% of par.
The net proceeds were approximately $1,481.8 millionb after discounts to the initial purchasers and estimated offering expenses. The Company intends to use the proceeds to repay all or a portion of the outstanding borrowings under its revolving credit facility and to pay related fees and expenses, with any remaining proceeds used for general corporate purposes. The Notes were issued under an indenture dated June 26, 2026 with Computershare Trust Company N.A. as trustee and are initially guaranteed on an unsecured senior basis by the Company's U.S. subsidiaries that represent the substantial majority of its U.S. operations.
The Notes pay interest semi-annually on January 15 and July 15, with the first payment due January 15, 2027, and mature January 15, 2035. They rank pari passu with existing and future senior debt, are effectively subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries. The Notes are redeemable at a make-whole price before July 15, 2029, with an equity-claw option for up to 40%c of principal from certain equity offering proceeds, and at specified redemption prices on or after July 15, 2029.
The indenture includes customary events of default and restrictive covenants limiting sale-leaseback transactions, liens and certain other corporate actions. 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 $1.5 billion of 6.250% Senior Notes due January 15, 2035 in a private offering at 100.00% of par
- Net proceeds of approximately $1,481.8 million after initial purchaser discounts and estimated offering expenses
- Proceeds intended to repay all or a portion of outstanding revolving credit facility borrowings, with any remainder for general corporate purposes
- Notes are unsecured senior obligations, guaranteed by the substantial majority of U.S. subsidiaries, and pari passu with existing and future senior debt
- Notes are effectively subordinated to secured debt and structurally subordinated to liabilities of non-guaranteeing subsidiaries
- Make-whole redemption before July 15, 2029; redemption at specified prices on or after that date; change-of-control repurchase offer provisions apply
- Indenture contains restrictive covenants limiting sale-leaseback transactions, liens and certain other corporate actions
03—Questions
Frequently Asked Questions
What is the size, coupon and maturity of the new notes?
Iron Mountain issued $1,500,000,000 in aggregate principal amount of 6.250% Senior Notes due January 15, 2035, sold at 100.00% of par. Interest is payable semi-annually on January 15 and July 15, beginning January 15, 2027.
How will the company use the proceeds?
The Company intends to use the net proceeds of approximately $1,481.8 million to repay all or a portion of the outstanding borrowings under its revolving credit facility and to pay related fees and expenses, with any remaining proceeds used for general corporate purposes.
Are the notes secured, and who guarantees them?
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 indebtedness to the extent of collateral value and structurally subordinated to liabilities of subsidiaries that do not guarantee the notes.
Can the company redeem the notes early?
Before July 15, 2029, the Company may redeem all or a portion of the notes at a make-whole price. It may also redeem up to 40% of the aggregate principal with net proceeds of certain equity offerings, provided at least 50% of the originally issued principal remains outstanding. On or after July 15, 2029, the Company may redeem at the redemption prices set forth in the indenture. Upon certain changes of control, the Company may be required to offer to repurchase the notes.
04—Continue