EX-4.1 2 tm2618739d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION IRON MOUNTAIN INCORPORATED AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 6.250% SENIOR NOTES DUE 2035 2035 SENIOR NOTES INDENTURE Dated as of June 26, 2026 COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other 19 Definitions Section 1.3 Rules of 19 Construction Section 1.4 Financial 20 …
Open exhibit ↗Current Report · Items 1.01, 2.03, 9.01 · 8-K
Iron Mountain Inc.
IRMNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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.…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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.