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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Issuance of 4.500% Senior Notes due 2031
On August 18, 2020,
Iron Mountain Incorporated, or the Company, completed a private offering of $1,100 million in aggregate principal amount of 4.500%
Senior Notes due 2031, or the Notes, sold at 100.000% of par. The net proceeds from the offering were approximately $1,086.8 million,
after deducting discounts to the initial purchasers and estimated offering expenses. The Company will use the net proceeds from
the offering of the Notes to redeem all C$250 million of Iron Mountain Canada Operations ULC’s 5.375% Senior Notes due 2023,
or the Existing CAD Notes, all €300 million of its 3.000% Senior Notes due 2025, or the Existing Euro Notes, and all $250
million of Iron Mountain US Holdings, Inc.’s 5.375% Senior Notes due 2026, or the Existing USD Notes (and, together with
the Existing Euro Notes and the Existing CAD Notes, the “Existing Notes”), to pay the related redemption premia and
to repay a portion of the outstanding borrowings under the Company’s revolving credit facility.
The Company issued
redemption notices with respect to the Existing Notes on August 11, 2020 and will redeem the Existing Notes on August 21, 2020
at a redemption price of: in the case of the Existing CAD Notes, 104.031% of the principal amount thereof; in the case of the Existing
Euro Notes, 101.500% of the principal amount thereof;; and, in the case of the Existing USD Notes, the applicable make-whole price.
The redemption price will include, in each case, accrued and unpaid interest from and including last interest payment date to,
but excluding, August 21, 2020.
The Notes were offered
and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended, or the Securities Act, and outside the United States to non-United States persons in compliance with Regulation
S under the Securities Act. The Notes have not been registered under the Securities Act or under any state securities law, and
may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state securities laws.
The Notes were issued
under an indenture, dated as of August 18, 2020, or the Indenture, by and among the Company, the Subsidiary Guarantors (as defined
below) and Wells Fargo Bank, National Association, as trustee.
The Company will pay
4.500% interest per annum on the principal amount of the Notes, payable semi-annually on February 15 and August 15 of each year.
Interest on the Notes will accrue from August 18, 2020, and the first interest payment date for the Notes will be February 15,
2021. The Notes will mature on February 15, 2031, unless they are earlier redeemed or repurchased in accordance with the terms
set forth in the Indenture.
The Notes are jointly
and severally guaranteed on an unsecured senior basis by the Company’s direct and indirect wholly owned United States subsidiaries
that represent the substantial majority of its United States operations, or the Subsidiary Guarantors. The Notes and the guarantees
will be the Company’s and the Subsidiary Guarantors’ general unsecured senior obligations, will be pari passu in right
of payment with all of the Company’s and the Subsidiary Guarantors’ existing and future senior debt and will rank senior
in right of payment to all of the Company’s and the Subsidiary Guarantors’ existing and future subordinated debt. The
Notes and the guarantees are effectively subordinated to the Company’s and the Subsidiary Guarantors’ secured indebtedness,
to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all liabilities of the
Company’s subsidiaries that do not guarantee the Notes.
Prior to February 15,
2026, the Company may, at its option, redeem all or a portion of the Notes at the applicable make-whole price set forth in the
Indenture. Prior to August 15, 2023, the Company may, at its option, redeem up to 40% in aggregate principal amount of the Notes
with an amount not greater than the net proceeds of certain equity offerings at the redemption price set forth in the Indenture
so long as at least 50% of the aggregate principal amount of the Notes (originally issued) remains outstanding immediately afterwards.
The Company has the option to redeem all or a portion of the Notes at any time on or after February 15, 2026 at the redemption
prices set forth in the Indenture. Upon the sale of certain assets or upon certain changes of control, the Company or a Restricted
Subsidiary (as defined in the Indenture), as applicable, may be required to offer to repurchase the Notes under the terms set forth
in the Indenture.
The Indenture provides
for customary “events of default” which could cause, or permit, the acceleration of the Notes and which are similar
to those applicable to the Company’s currently outstanding senior notes. The Indenture contains certain restrictive financial
and operating covenants, including, covenants that restrict the Company’s ability to incur indebtedness, pay dividends or
make other restricted payments, sell assets, create or permit liens, guarantee indebtedness, make acquisitions or other investments
and take certain other corporate actions.
This brief description
of the Notes is qualified in its entirety by reference to the Indenture, attached hereto as Exhibit 4.1, which is incorporated
herein by reference.
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.