IRON MOUNTAIN INCORPORATED (NYSE:IRM) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On January10, 2018,IRM Data Centers Expansion LLC, or Buyer, our indirect, wholly-owned subsidiary, completed its previously announced acquisition of IO Data Centers, LLC, or IODC, to a purchase agreement, or the Purchase Agreement, dated as of December11, 2017, among Buyer,IODC, the Sellers referred to therein,Innovation Holdings, LLC, solely in its capacity as a representative of the Sellers, or the Sellers Representative, and, solely with respect to Articles 1, 10 and 11 of the Purchase Agreement, us, as guarantor, to purchase the United States operations of IODC, a colocation data center services provider, and its United States subsidiaries. Upon the terms and subject to the conditions of the Purchase Agreement, at the closing of the transactions contemplated by the Purchase Agreement, or the Acquisition, Buyer acquired, directly or indirectly, all of the outstanding equity interests of IODC for an aggregate purchase price of approximately $1.34 billion, subject to working capital and other customary adjustments and including additional cash consideration related to IODC’s performance since the signing of the purchase agreement. The additional consideration is a portion of the $60 million cash payable to the Sellers based on future performance.
Item 7.01. Regulation FD Disclosure.
On January10, 2018 we issued a press release announcing the closing of the Acquisition. A copy of this press release is furnished as Exhibit99.1.
Item 8.01. Other Events.
On January10, 2018, we completed the sale, or the Sale, of an additional 2,175,000 shares of our common stock, par value $0.01 per share, or Common Stock, to the full exercise of the option to purchase additional shares of Common Stock granted to the underwriters in connection with the underwriting agreement, dated as of December12, 2017, by and among us and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc. and Evercore Group L.L.C., as representatives of the several underwriters named therein. We will receive $35.03055 per share in connection with the Sale, which is equal to the public offering price of $37.00 per share, less the underwriting discount and an amount per share equal to the dividend per share paid to our stockholders on January2, 2018. The legal opinion of Weil, Gotshal& Manges LLP relating to the shares of Common Stock issued to the Sale is filed as Exhibit5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired
The required financial statements of IODC will be included in an amendment to this Current Report on Form8-K within 71 calendar days after the date that this Current Report on Form8-K must be filed.
(b)Pro Forma Financial Information
The required pro forma financial information which gives effect to the Acquisition will be included in an amendment to this Current Report on Form8-K within 71 calendar days after the date that this Current Report on Form8-K must be filed.