The net proceeds from the offering of the Notes, together with borrowings under the Company’s revolving credit facility, are intended to be used to fund the redemption of all of the outstanding £400.0 million in aggregate principal amount of Iron Mountain Europe PLC’s 6.125% GBP Senior Notes due 2022 (the “IME Notes”). The redemption of the IME Notes will be conditioned upon the completion of the offering of the Notes.
The Notes will not be registered under the U.S. Securities Act of 1933, as amended (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 are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.
This announcement 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. This announcement does not constitute a notice of redemption with respect to the IME Notes. The formal notice of redemption will be provided separately in accordance with the terms of the indenture governing the IME Notes.
No action has been or will be taken in any jurisdiction by the Company or IMUK in relation to the Notes that would permit a public offering of Notes in any country or jurisdiction where action for that purpose would be required. The proposed offering comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as the minimum denomination of the Notes will be £100,000.
The communication of this announcement and any other documents or materials relating to the Notes are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are being distributed only to and are only directed at: (i) persons who are outside the United Kingdom to whom it is lawful to send the offering memorandum in respect of the Notes (the “Offering Memorandum”), (ii) persons having professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (iii) persons falling within Article 43 of the Financial Promotion Order, or (iv) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The Offering Memorandum and such documents and/or materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Offering Memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons and other persons should not rely on it.
About Iron Mountain
Iron Mountain Incorporated (NYSE: IRM) is the global leader for storage and information management services. Trusted by more than 230,000 organizations around the world, Iron Mountain boasts a real estate network of more than 85 million square feet across more than 1,400 facilities in 53 countries dedicated to protecting and preserving what matters most for its customers. Iron Mountain’s solutions portfolio includes records management, data management, document management, data centers, art storage and logistics, and secure shredding to help organizations to lower storage costs, comply with regulations, recover from disaster, and better use their information. Founded in 1951, Iron Mountain stores and protects billions of information assets, including critical business documents, electronic information, medical data and cultural and historical artifacts. Visit www.ironmountain.com for more information.
SOURCE Iron Mountain Incorporated
Powered by WPeMatico