XML 29 R14.htm IDEA: XBRL DOCUMENT v3.8.0.1
Debt
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
Debt
Long-term debt is as follows:
 
 
December 31, 2017
 
 
March 31, 2018
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
Revolving Credit Facility
 
$
466,593

 
$
(14,407
)
 
$
452,186

 
$
466,593

 
 
$
800,158



$
(13,688
)

$
786,470

 
$
800,158

Term Loan A
 
243,750

 

 
243,750

 
243,750

 
 
240,625





240,625

 
240,625

Term Loan B
 

 

 

 

 
 
698,250

 
(8,698
)
 
689,552

 
700,000

Australian Dollar Term Loan (the "AUD Term Loan")
 
187,504

 
(3,382
)
 
184,122

 
189,049

 
 
259,431



(3,761
)

255,670

 
261,662

43/8% Senior Notes due 2021 (the "43/8% Notes")(1)(2)
 
500,000

 
(5,874
)
 
494,126

 
507,500

 
 
500,000



(5,444
)

494,556

 
501,250

6% Senior Notes due 2023 (the "6% Notes due 2023")(1)
 
600,000

 
(6,224
)
 
593,776

 
625,500

 
 
600,000



(5,949
)

594,051

 
618,000

53/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3)
 
199,171

 
(3,295
)
 
195,876

 
208,631

 
 
193,826



(3,067
)

190,759

 
196,482

53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(1)
 
1,000,000

 
(9,156
)
 
990,844

 
1,012,500

 
 
1,000,000



(8,812
)

991,188

 
970,000

3% Euro Senior Notes due 2025 (the "Euro Notes")(1)(2)
 
359,386

 
(4,691
)
 
354,695

 
364,776

 
 
369,711



(4,567
)

365,144

 
366,014

37/8% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(2)
 
539,702

 
(7,718
)
 
531,984

 
527,559

 
 
560,516



(7,758
)

552,758

 
529,789

53/8% Senior Notes due 2026 (the "53/8% Notes")(2)
 
250,000

 
(3,615
)
 
246,385

 
256,875

 
 
250,000



(3,508
)

246,492

 
240,313

47/8% Senior Notes due 2027 (the "47/8% Notes")(1)(2)
 
1,000,000

 
(13,866
)
 
986,134

 
1,000,000

 
 
1,000,000



(13,509
)

986,491

 
927,500

51/4% Senior Notes due 2028 (the "51/4% Notes")(1)(2)
 
825,000

 
(11,817
)
 
813,183

 
826,031

 
 
825,000



(11,817
)

813,183

 
773,438

Real Estate Mortgages, Capital Leases and Other
 
649,432

 
(566
)
 
648,866

 
649,432

 
 
630,868



(451
)

630,417

 
630,868

Accounts Receivable Securitization Program
 
258,973

 
(356
)
 
258,617

 
258,973

 
 
272,273



(321
)

271,952

 
272,273

Mortgage Securitization Program
 
50,000

 
(1,273
)
 
48,727

 
50,000

 
 
50,000

 
(1,237
)
 
48,763

 
50,000

Total Long-term Debt
 
7,129,511

 
(86,240
)
 
7,043,271

 
 

 
 
8,250,658


(92,587
)
 
8,158,071

 
 
Less Current Portion
 
(146,300
)
 

 
(146,300
)
 
 

 
 
(137,198
)



(137,198
)
 
 

Long-term Debt, Net of Current Portion
 
$
6,983,211

 
$
(86,240
)
 
$
6,896,971

 
 

 
 
$
8,113,460



$
(92,587
)
 
$
8,020,873

 
 

______________________________________________________________
(1)
Collectively, the "Parent Notes".
(2)
Collectively, the "Unregistered Notes".
(3)
Together, with our previously outstanding 61/8% CAD Senior Notes due 2021 (the "CAD Notes due 2021"), the "CAD Notes".
See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of March 31, 2018 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2017 (which are disclosed in our Annual Report). Additionally, see Note 6 for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments.
a.    Credit Agreement
On August 21, 2017, we entered into a new credit agreement (as amended, the "Credit Agreement") which amended and restated our then existing credit agreement (the "Former Credit Agreement") which consisted of a revolving credit facility (the "Former Revolving Credit Facility") and a term loan (the "Former Term Loan") and was scheduled to terminate on July 6, 2019. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan A"). The maximum amount permitted to be borrowed under the Revolving Credit Facility is $1,750,000. The original amount of the Term Loan A was $250,000. On March 22, 2018, we entered into an amendment (the “2018 Amendment”) to the Credit Agreement which provided us with the option to request additional commitments of up to $1,260,000 under the Credit Agreement, in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement, as amended. The Credit Agreement is scheduled to mature on August 21, 2022, at which point all obligations become due.
The Revolving Credit Facility enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling and Euros, among other currencies) in an aggregate outstanding amount not to exceed $1,750,000. The Term Loan A is being paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on August 21, 2022.
IMI and the Guarantors guarantee all obligations under the Credit Agreement. The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of March 31, 2018, we had $800,158 and $240,625 of outstanding borrowings under the Revolving Credit Facility and the Term Loan A, respectively. Of the $800,158 of outstanding borrowings under the Revolving Credit Facility, $548,000 was denominated in United States dollars, 179,000 was denominated in Canadian dollars and 92,000 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $54,673. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2018, which is based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $895,169 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.3% as of March 31, 2018. The average interest rate in effect under the Revolving Credit Facility as of March 31, 2018 was 3.3% and ranged from 1.8% to 5.5% as of March 31, 2018 and the interest rate in effect under the Term Loan A as of March 31, 2018 was 3.6%.
The capital stock or other equity interests of most of our United States subsidiaries, and up to 66% of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure borrowings under the Credit Agreement, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under the Revolving Credit Facility.
On March 22, 2018, in connection with the 2018 Amendment, Iron Mountain Information Management, LLC ("IMIM") entered into an incremental term loan activation notice, or the Activation Notice, with certain lenders pursuant to which the lenders party to the Activation Notice agreed to provide commitments to fund an incremental term loan B in the amount of $700,000 (the “Term Loan B”). On March 26, 2018, we borrowed the full amount of the Term Loan B, which matures on January 2, 2026. The Term Loan B was issued at 99.75% of par. The aggregate net proceeds of approximately $689,850, after paying commissions to the joint lead arrangers and net of the original discount, were used to repay outstanding borrowings under the Revolving Credit Facility. The Term Loan B holders benefit from the same security and guarantees as other borrowings under the Credit Agreement. The Term Loan B holders also benefit from the same affirmative and negative covenants as other borrowings under the Credit Agreement; however, the Term Loan B holders are not generally entitled to the benefits of the financial covenants under the Credit Agreement. 
Principal payments on the Term Loan B are to be paid in quarterly installments of $1,750 per quarter during the period June 30, 2018 through December 31, 2025, with the balance due on January 2, 2026. The Term Loan B may be prepaid without penalty at any time after the six month anniversary of the borrowing date. The Term Loan B bears interest at a rate of LIBOR plus 1.75%. At March 31, 2018, we had $700,000 outstanding on the Term Loan B and the interest rate in effect under the Term Loan B was 3.6%. The amount of debt for the Term Loan B reflects an unamortized original issue discount of $1,750 as of March 31, 2018.
The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2017 and March 31, 2018, as well as our leverage ratio under our indentures as of December 31, 2017 and March 31, 2018 are as follows:
 
December 31, 2017
 
March 31, 2018
 
Maximum/Minimum Allowable
Net total lease adjusted leverage ratio
5.0

 
5.6

 
Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio
1.6

 
2.4

 
Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)
5.8

 
5.8

 
Maximum allowable of 6.5-7.0(1)(2)
Fixed charge coverage ratio
2.1

 
2.2

 
Minimum allowable of 1.5

______________________________________________________________
(1)
The maximum allowable leverage ratio under our indentures for the 47/8% Notes, the GBP Notes due 2025 and the 51/4% Notes is 7.0, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.

(2)
At December 31, 2017, a portion of the net proceeds from the 51/4% Notes, together with a portion of the net proceeds of the Equity Offering (as defined in Note 9), were used to temporarily repay approximately $807,000 of outstanding indebtedness under our Revolving Credit Facility until the closing of the IODC Transaction, which occurred on January 10, 2018 (as described in Note 4). The bond leverage ratio at December 31, 2017 is calculated based on our outstanding indebtedness at this date, which reflects the temporary payment of the Revolving Credit Facility.
Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
b.    Australian Dollar Term Loan
On March 27, 2018, Iron Mountain Australia Group Pty Ltd, a wholly owned subsidiary of IMI, amended its AUD Term Loan (the "AUD Term Loan Amendment") to (i) increase the borrowings under the AUD Term Loan from 250,000 Australian dollars to 350,000 Australian dollars; (ii) increase the quarterly principal payments from 6,250 Australian dollars per year to 8,750 Australian dollars per year and (iii) decrease the interest rate on the AUD Term Loan from BBSY (an Australian benchmark variable interest rate) plus 4.3% to BBSY plus 3.875%. The AUD Term Loan matures in September 2022. All indebtedness associated with the AUD Term Loan was issued at 99% of par. The net proceeds associated with the AUD Term Loan Amendment of approximately 99,000 Australian dollars (or approximately $75,621, based on the exchange rate between the Australian dollar and the United States dollar on March 29, 2018 (the closing date of the AUD Term Loan Amendment)), net of the original discount, were used to repay outstanding borrowings under the Revolving Credit Facility.
Principal payments on the AUD Term Loan are to be paid in quarterly installments in an amount equivalent to an aggregate of 8,750 Australian dollars per year, with the remaining balance due September 22, 2022. The AUD Term Loan is secured by substantially all assets of Iron Mountain Australia Group Pty. Ltd. IMI and its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of its United States operations (the “Guarantors”) guarantee all obligations under the AUD Term Loan. As of March 31, 2018, we had 340,625 Australian dollars ($261,662 based upon the exchange rate between the United States dollar and the Australian dollar as of March 31, 2018) outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 5.9%. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,545 and $2,231 as of December 31, 2017 and March 31, 2018, respectively.
c.    Accounts Receivable Securitization Program
We are a party to a $275,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions, which matures on July 30, 2020, at which point all obligations become due. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the "Accounts Receivable Securitization Special Purpose Subsidiaries"). The Accounts Receivable Securitization Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statements of Cash Flows. IMIM retains the responsibility of servicing the accounts receivable balances pledged as collateral for the Accounts Receivable Securitization Program and IMI provides a performance guaranty.
The maximum availability allowed under the Accounts Receivable Securitization Program is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of March 31, 2018, the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $272,273. The interest rate in effect under the Accounts Receivable Securitization Program was 2.9% as of March 31, 2018.
d.    Cash Pooling
Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated fully-owned subsidiary of ING Group, in order to help manage global liquidity requirements. Under the Cash Pools, cash deposited by participating subsidiaries with BMG is pledged as security against the debit balances of other participating subsidiaries, and legal rights of offset are provided and, therefore, amounts are presented in our Condensed Consolidated Balance Sheets on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on its debit balances based on an applicable rate as defined in the Cash Pools. We currently utilize two separate cash pools with BMG, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool").

As of December 31, 2017, we had a net cash position of approximately $5,700 in the QRS Cash Pool (which consisted of a gross cash position of approximately $383,700 less outstanding debit balances of approximately $378,000 by participating subsidiaries) and we had a zero balance in the TRS Cash Pool (which consisted of a gross cash position of approximately $229,600 less outstanding debit balances of approximately $229,600 by participating subsidiaries). As of March 31, 2018, we had a net cash position of approximately $2,600 in the QRS Cash Pool (which consisted of a gross cash position of approximately $389,200 less outstanding debit balances of approximately $386,600 by participating subsidiaries) and we had a $18,900 balance in the TRS Cash Pool (which consisted of a gross cash position of approximately $262,400 less outstanding debit balances of approximately $243,500 by participating subsidiaries). The net cash position balances as of December 31, 2017 and March 31, 2018 are reflected as cash and cash equivalents in the Condensed Consolidated Balance Sheets.