Iron Mountain Inc. 8K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 12,
2007
IRON
MOUNTAIN INCORPORATED
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
|
1-13045
(Commission
File Number)
|
23-2588479
(IRS
Employer Identification No.)
|
745
Atlantic Avenue
Boston,
Massachusetts 02111
(Address
of principal executive offices, including zip code)
(617)
535-4766
(Registrant's
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Item
8.01. Other Events.
On
March
9, 2007, Iron
Mountain Incorporated (the “Company”)
announced that
its
wholly owned subsidiary, Iron Mountain Nova Scotia Funding Company, priced
a
private
placement of C$175 million in aggregate principal amount of its 7-1/2% CAD
Senior Subordinated Notes due 2017 (the “7-1/2%
Notes”). The 7-1/2% Notes will
be
sold at par.
The
7-1/2%
Notes will
be
fully and unconditionally guaranteed by the Company and certain of its wholly
owned subsidiaries. The net proceeds of the offering will be used to repay
a
portion of amounts outstanding under the Company’s existing term loan facility.
The closing of the offering is expected to occur on March 15, 2007 and is
subject to customary closing conditions. A copy
of
our press release announcing the pricing of the private
placement is
filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
7-1/2%
Notes will be sold only to qualified institutional buyers under Rule 144A
under
the Securities Act of 1933, as amended, and to persons outside the United
States
pursuant to Regulation S under the Securities Act, including in Canada to
accredited investors pursuant to National Instrument 45-106 - Prospectus
and
Registration Exemptions. The 7-1/2% Notes have not been registered under
the
Securities Act, or applicable securities laws, and until so registered, may
not
be offered or sold in the United States except pursuant to an exemption from
the
registration requirements of the Securities Act and applicable state securities
laws. The 7-1/2% Notes are also exempt from the prospectus requirements of
applicable Canadian securities laws and may not be resold in Canada except
pursuant to a further exemption therefrom.
This
Current Report on Form 8-K shall not constitute an offer to sell, nor a
solicitation of an offer to buy, securities, nor shall there be any sale
of
these securities in any state or jurisdiction in which the offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. Any offers or sales of the
7-1/2%
Notes will be made only by means of a private offering memorandum.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Exhibit
Description
|
|
99.1
|
Press
Release of Iron Mountain Incorporated dated March 9, 2007, regarding
the
pricing of Iron Mountain Incorporated’s private
placement.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
IRON
MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Garry
B.
Watzke
Name:
Garry B. Watzke
Title: Senior
Vice President and General Counsel
|
Date: March
12, 2007