IRON MOUNTAIN INCORPORATED (NYSE:IRM) Files An 8-K Other Events

IRON MOUNTAIN INCORPORATED (NYSE:IRM) Files An 8-K Other Events
Item 8.01. Other Events.

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On February14, 2019,Iron Mountain Incorporated, or the Company, filed a new prospectus supplement with the Securities and Exchange Commission, or the SEC, with respect to the Company’s at-the-market equity offering program, or the ATM Program, to which the Company may issue and sell shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $500,000,000, or the Shares, from time to time to the terms of the distribution agreement, or the Distribution Agreement, dated as of October5, 2017, by and between the Company and the agents named therein, or the Agents, a copy of which is attached as Exhibit1.1 hereto and incorporated herein by reference. The new prospectus supplement was filed as a result of the Company’s filing with the SEC on February14, 2019 of a new universal shelf registration statement on FormS-3 (File No.333-229681), which replaced the Company’s previously filed universal shelf registration statement on FormS-3 (File No.333-209827). As of February14, 2019, the Company has offered and sold Shares under the ATM Program with an aggregate gross sales price of $68,801,819. Accordingly, as of February14, 2019, Shares having an aggregate gross sales price of up to $431,198,181 remain available for offer and sale under the ATM Program.

The Company intends to use the net proceeds from sales of Shares for general corporate purposes, which may include acquisitions and investments, including acquisitions and investments in its data center business, and repaying amounts outstanding from time to time under its revolving credit facility.

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.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1 Distribution Agreement, dated as of October5, 2017, by and among the Company and the Agents. (Filed herewith.)

5.1 Opinion of Sullivan& Worcester LLP. (Filed herewith.)

8.1 Opinion of Sullivan& Worcester LLP as to tax matters. (Filed herewith.)

23.1 Consent of Sullivan& Worcester LLP (contained in Exhibits 5.1 and 8.1).

IRON MOUNTAIN INC Exhibit
EX-1.1 2 a19-4651_2ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   DISTRIBUTION AGREEMENT   October 5,…
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