IRON MOUNTAIN INCORPORATED (NYSE:IRM) Files An 8-K Other EventsItem 8.01. Other Events.
On October5, 2017,Iron Mountain Incorporated, or the Company, entered into a Distribution Agreement, or the Distribution Agreement, with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Agricole Securities (USA) Inc., Evercore Group L.L.C., Goldman Sachs& Co. LLC, Morgan Stanley& Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey,Inc. and Wells Fargo Securities, LLC, or the Agents, to which the Company may sell, from time to time, up to an aggregate sales price of $500.0 million of its common stock, par value $0.01 per share, or Common Stock, through the Agents. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of its Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
Sales of Common Stock made to the Distribution Agreement, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company. Each Agent will be entitled to compensation not to exceed 2.0% of the gross sales price per share for any Common Stock sold through it.
The Company intends to use the net proceeds from sales of Common Stock to the Distribution Agreement for general corporate purposes, including financing the expansion of its adjacent businesses through acquisitions and repaying amounts outstanding from time to time under its revolving credit facility.
Common Stock will be issued to the Company’s Registration Statement on FormS-3, as amended (File No.333-209827). The Company has filed a prospectus supplement, dated October5, 2017, to the prospectus, dated February29, 2016, with the Securities and Exchange Commission in connection with the offer and sale of Common Stock to the Distribution Agreement.
The above description of the Distribution Agreement is not complete and is subject to and qualified in its entirety by reference to the Distribution Agreement, a copy of which is attached hereto as Exhibit1.1 and incorporated herein by reference.
This Current Report on Form8-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 9.01. Financial Statements and Exhibits.
(d) Exhibits
