Iron Mountain gets consents from 76% of 8 1/8% noteholders

New York, Dec. 16 - Iron Mountain Inc. (B2/B) said that its wholly owned subsidiary Iron Mountain Canada Corp. has received tenders and consents representing 76% of the $85 million outstanding principal amount of its 8 1/8% senior notes due 2008 by the consent deadline of its previously announced tender offer for the notes. The consent solicitation expired as scheduled at 5 p.m. ET on Dec. 15 without extension. The underlying tender offer meantime continues to run through Jan. 2.

All of the tendered notes were accepted for purchase by Iron Mountain Canada, which said it anticipated making the payment for the tendered notes during the Dec. 16 session.

Iron Mountain said that the necessary consents to the proposed indenture changes had been obtained to enable Iron Mountain Canada to eliminate or modify certain indenture covenants and related provisions. The company and the notes' trustee will execute a supplemental indenture on Dec. 17 and the amendments will become operative on that date.

As previously announced, Iron Mountain, a Boston-based provider of document storage and information management services, redeemed $50 million of the 8 1/8% notes on July 24, out of the $135 million then outstanding, using a portion of the net proceeds from the $150 million of new 6 5/8% senior subordinated notes due 2016 which it sold on June 17.

Iron Mountain said on Dec. 3 that it would sell another $160 million of the 6 5/8% notes in a public offering as an add-on to the existing notes, and would use a portion of the expected net proceeds from the offering to fund the repurchase or redemption of the remaining 8 1/8% notes.

Iron Mountain said that some of the proceeds would also be used for general corporate purposes, including the repayment of a portion of its real estate term loans, the possible repayment of outstanding indebtedness under its revolving credit facility, the possible repayment of other indebtedness and possible future acquisitions and investments.

On Dec. 4, Iron Mountain announced Iron Mountain Canada was beginning a tender offer for all of the remaining $85 million of outstanding 8 1/8% notes, which the parent company has guaranteed on a senior subordinated basis. It established a now-expired consent deadline of 5 p.m. ET on Dec. 15, and said the tender offer would expire at midnight ET on Jan. 2, subject to possible extension.

It said that holders tendering their notes would be required to consent to the proposed indenture amendments eliminating certain restrictive covenants and modifying the provisions of the indenture. Holders could not tender their notes without also delivering consents or deliver consents without also tendering their notes.

The company said that noteholders validly tendering their notes and thus also giving their consents to the indenture changes by the consent deadline would receive $1,043.13 per $1,000 principal amount, including a $5 per $1,000 principal amount consent payment.

Iron Mountain said holders validly tendering their notes after the consent deadline, though prior to the expiration, would receive $1,038.13 per $1,000 principal amount but would not be eligible to receive the $5 per $1,000 principal amount consent payment.

The company said that all validly tendering holders would also be paid accrued and unpaid interest up to, but not including, the respective dates of payment.

Iron Mountain said it would finance the tender offer and consent solicitation with a portion of the net proceeds from its previously announced add-on offering of new 6 5/8% senior subordinated notes due 2016 (the company announced later in the Dec. 4 session that it had sold $170 million principal amount of the notes - up from the originally planned $160 million - pricing them at 96.5).

The company said that completion of this financing was one of the conditions to its obligations to accept notes for payment.

Bear, Stearns & Co. Inc. is the dealer-manager and solicitation agent for the tender offer and consent solicitation (contact the Global Liability Management Group at 877 696-2327). D.F. King & Co., Inc. is the information agent (800 488-8075).

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.