false
0001020569
0001020569
2026-06-26
2026-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): June 26, 2026
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 1-13045 |
|
23-2588479 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
85
New Hampshire Avenue, Suite 150
Portsmouth, New
Hampshire |
|
03801 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(617) 535-4766
(Registrant’s
Telephone Number, Including Area Code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name Of Each
Exchange On Which
Registered |
| Common Stock, $.01 par value per share |
|
IRM |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Issuance of 6.250% Senior Notes due 2035
On June 26, 2026, Iron
Mountain Incorporated (the “Company”) completed a private offering of $1,500,000,000 in aggregate principal amount of 6.250%
Senior Notes due 2035 (the “Notes”), sold at 100.00% of par. The net proceeds from the offering were approximately $1,481.8
million, after deducting discounts to the initial purchasers and estimated offering expenses. The Company intends to use the net proceeds
from the offering of the Notes to repay all or a portion of the outstanding borrowings under the Company’s revolving credit facility
and to pay related fees and expenses, with any remaining proceeds to be used for general corporate purposes.
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 (the “Securities Act”), and 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 June 26, 2026 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as defined
below) and Computershare Trust Company N.A., as trustee.
The Company will pay 6.250%
interest per annum on the principal amount of the Notes, payable semi-annually on January 15 and July 15 of each year. Interest
on the Notes will accrue from June 26, 2026, and the first interest payment date for the Notes will be January 15, 2027. The
Notes will mature on January 15, 2035, unless they are earlier redeemed or repurchased in accordance with the terms set forth in
the Indenture.
The Notes are initially jointly
and severally guaranteed on an unsecured senior basis by the Company’s direct and indirect United States subsidiaries that represent
the substantial majority of its United States operations (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 July 15, 2029,
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 July 15, 2029, 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 July 15, 2029 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 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. The Indenture contains certain
restrictive covenants, including covenants that restrict the Company’s ability to enter into sale leaseback transactions, create
or permit liens 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.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in
Item 1.01 of this Current Report on 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 |
Senior Indenture, dated as of June 26, 2026, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee, relating to the 6.250% Senior Notes due 2035. |
| 104 |
Cover Page Interactive Data File. (Formatted as Inline XBRL and
contained in Exhibit 101.) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
IRON MOUNTAIN INCORPORATED |
| |
|
| |
By: |
/s/ Barry Hytinen |
| |
|
Name: |
Barry Hytinen |
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
Date:
June 26, 2026
