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Debt | 12 Months Ended
--- | ---
Dec. 31, 2018
Debt Disclosure [Abstract] |
Debt | Long-term debt is as follows:
|  | December 31, 2017 |  |  | December 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(1) |  | 466,593 |  |  | (14,407 | ) |  | 452,186 |  |  | 466,593 |  |  |  | 793,832 |  |  | (14,117 | ) |  | 779,715 |  |  | 793,832 |
Term Loan A(1) |  | 243,750 |  |  | — |  |  | 243,750 |  |  | 243,750 |  |  |  | 240,625 |  |  | — |  |  | 240,625 |  |  | 240,625 |
Term Loan B(1)(2) |  | — |  |  | — |  |  | — |  |  | — |  |  |  | 693,169 |  |  | (8,742 | ) |  | 684,427 |  |  | 660,013 |
Australian Dollar Term Loan (the "AUD Term Loan")(3)(4) |  | 187,504 |  |  | (3,382 | ) |  | 184,122 |  |  | 189,049 |  |  |  | 233,955 |  |  | (3,084 | ) |  | 230,871 |  |  | 235,645 |
UK Bilateral Revolving Credit Facility ("UK Bilateral Facility")(4) |  | — |  |  | — |  |  | — |  |  | — |  |  |  | 178,299 |  |  | (2,357 | ) |  | 175,942 |  |  | 178,299 |
4 3/8% Senior Notes due 2021 (the "4 3/8% Notes")(5)(6)(7) |  | 500,000 |  |  | (5,874 | ) |  | 494,126 |  |  | 507,500 |  |  |  | 500,000 |  |  | (4,155 | ) |  | 495,845 |  |  | 488,750 |
6% Senior Notes due 2023 (the "6% Notes due 2023")(5)(6) |  | 600,000 |  |  | (6,224 | ) |  | 593,776 |  |  | 625,500 |  |  |  | 600,000 |  |  | (5,126 | ) |  | 594,874 |  |  | 606,000 |
5 3/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(5)(7)(8) |  | 199,171 |  |  | (3,295 | ) |  | 195,876 |  |  | 208,631 |  |  |  | 183,403 |  |  | (2,506 | ) |  | 180,897 |  |  | 186,154 |
5 3/4% Senior Subordinated Notes due 2024 (the "5 3/4% Notes")(5)(6) |  | 1,000,000 |  |  | (9,156 | ) |  | 990,844 |  |  | 1,012,500 |  |  |  | 1,000,000 |  |  | (7,782 | ) |  | 992,218 |  |  | 940,000 |
3% Euro Senior Notes due 2025 (the "Euro Notes")(5)(6)(7) |  | 359,386 |  |  | (4,691 | ) |  | 354,695 |  |  | 364,776 |  |  |  | 343,347 |  |  | (4,098 | ) |  | 339,249 |  |  | 321,029 |
3 7/8% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(5)(7)(9) |  | 539,702 |  |  | (7,718 | ) |  | 531,984 |  |  | 527,559 |  |  |  | 509,425 |  |  | (6,573 | ) |  | 502,852 |  |  | 453,811 |
5 3/8% Senior Notes due 2026 (the "5 3/8% Notes")(5)(7)(10) |  | 250,000 |  |  | (3,615 | ) |  | 246,385 |  |  | 256,875 |  |  |  | 250,000 |  |  | (3,185 | ) |  | 246,815 |  |  | 224,375 |
4 7/8% Senior Notes due 2027 (the "4 7/8% Notes")(5)(6)(7) |  | 1,000,000 |  |  | (13,866 | ) |  | 986,134 |  |  | 1,000,000 |  |  |  | 1,000,000 |  |  | (12,442 | ) |  | 987,558 |  |  | 855,000 |
5 1/4% Senior Notes due 2028 (the "5 1/4% Notes")(5)(6)(7) |  | 825,000 |  |  | (11,817 | ) |  | 813,183 |  |  | 826,031 |  |  |  | 825,000 |  |  | (10,923 | ) |  | 814,077 |  |  | 713,625 |
Real Estate Mortgages, Capital Leases and Other(11) |  | 649,432 |  |  | (566 | ) |  | 648,866 |  |  | 649,432 |  |  |  | 606,702 |  |  | (171 | ) |  | 606,531 |  |  | 606,702 |
Accounts Receivable Securitization Program(12) |  | 258,973 |  |  | (356 | ) |  | 258,617 |  |  | 258,973 |  |  |  | 221,673 |  |  | (218 | ) |  | 221,455 |  |  | 221,673 |
Mortgage Securitization Program(13) |  | 50,000 |  |  | (1,273 | ) |  | 48,727 |  |  | 50,000 |  |  |  | 50,000 |  |  | (1,128 | ) |  | 48,872 |  |  | 50,000 |
Total Long-term Debt |  | 7,129,511 |  |  | (86,240 | ) |  | 7,043,271 |  |  |  |  |  |  | 8,229,430 |  |  | (86,607 | ) |  | 8,142,823 |  |  |
Less Current Portion |  | (146,300 | ) |  | — |  |  | (146,300 | ) |  |  |  |  |  | (126,406 | ) |  | — |  |  | (126,406 | ) |  |  |
Long-term Debt, Net of Current Portion |  | $ | 6,983,211 |  |  | $ | (86,240 | ) |  | $ | 6,896,971 |  |  |  |  |  |  | $ | 8,103,024 |  |  | $ | (86,607 | ) |  | $ | 8,016,417 |  |  |  |
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(1) | 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 these debt instruments, 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. The fair value (Level 3 of fair value hierarchy described at Note 2.s.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2017 and 2018, respectively.
(2) | The amount of debt for the Term Loan B (as defined below) reflects an unamortized original issue discount of $1,581 as of December 31, 2018.
(3) | The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,545 and $1,690 as of December 31, 2017 and 2018, respectively.
(4) | The fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.
(5) | The fair values (Level 1 of fair value hierarchy described at Note 2.s.) of these debt instruments are based on quoted market prices for these notes on December 31, 2017 and 2018, respectively.
(6) | Collectively, the "Parent Notes". IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by IMI's direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. The remainder of our subsidiaries do not guarantee the Parent Notes. See Note 5.
(7) | The 4 3/8% Notes, the CAD Notes due 2023, the Euro Notes, the GBP Notes due 2025, the 5 3/8% Notes, the 4 7/8% Notes and the 5 1/4% Notes (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
(8) | Canada Company is the direct obligor on the CAD Notes due 2023, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
(9) | Iron Mountain (UK) PLC ("IM UK") is the direct obligor on the GBP Notes due 2025, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
(10) | Iron Mountain US Holdings, Inc. ("IM US Holdings"), one of the Guarantors, is the direct obligor on the 5 3/8% Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 5.
(11) | Includes (i) real estate mortgages of $20,183 and $18,576 as of December 31, 2017 and 2018, respectively, which bear interest at approximately 4.3% as of December 31, 2017 and 4.1% as of December 31, 2018 and are payable in various installments through 2021, (ii) capital lease obligations of $436,285 and $447,173 as of December 31, 2017 and 2018, respectively, which bear a weighted average interest rate of 4.9% at December 31, 2017 and 5.7% at December 31, 2018, and (iii) other notes and other obligations, which were assumed by us as a result of certain acquisitions, of $192,964 and $140,953 as of December 31, 2017 and 2018, respectively, and bear a weighted average interest rate of 11.2% at December 31, 2017 and 11.1% at December 31, 2018, respectively. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
(12) | The Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
(13) | The Mortgage Securitization Special Purpose Subsidiary is the obligor under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
a. Credit Agreement On August 21, 2017, we entered into a new credit agreement (the "Credit Agreement") which amended and restated our then existing credit agreement which consisted of a revolving credit facility (the "Former Revolving Credit Facility") and a 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. Under the Revolving Credit Facility, we had the option to request additional commitments of up to $500,000, in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement. The Credit Agreement was originally scheduled to mature on August 21, 2022, at which point all obligations were to become due. On March 22, 2018, we entered into an amendment (the “2018 First Amendment”) to the Credit Agreement which provided us with the option to request additional commitments of up to approximately $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. On June 4, 2018, we entered into another amendment (the "2018 Second Amendment") to the Credit Agreement which (i) reduced interest rate margins applicable to existing and future borrowings under the Revolving Credit Facility and Term Loan A by 0.25% and (ii) extended the maturity date of the Credit Agreement to June 4, 2023. 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 to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on June 4, 2023. 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 December 31, 2018, we had $793,832 and $240,625 of outstanding borrowings under the Revolving Credit Facility and the Term Loan A, respectively. Of the $793,832 of outstanding borrowings under the Revolving Credit Facility, $619,800 was denominated in United States dollars, 93,700 was denominated in Canadian dollars and 92,000 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $43,297 under the Revolving Credit Facility. The remaining amount available for borrowing under the Revolving Credit Facility as of December 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 $912,871 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.9% as of December 31, 2018. The average interest rate in effect under the Revolving Credit Facility was 3.9% as of December 31, 2018 and the interest rate in effect under the Term Loan A as of December 31, 2018 was 4.2%. In connection with the 2018 First 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, IMIM 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. The Term Loan B bears interest at a rate of LIBOR plus 1.75%. The interest rate in effect under Term Loan B as of December 31, 2018 was 4.3%. b. Notes Issued under Indentures As of December 31, 2018, we had nine series of senior subordinated or senior notes issued under various indentures, six of which are direct obligations of the parent company, IMI; one of which (the 53/8% Notes) is a direct obligation of IM US Holdings; one of which (the CAD Notes due 2023) is a direct obligation of Canada Company; and one of which (the GBP Notes due 2025) is a direct obligation of IM UK. Each series of notes shown below (i) is effectively subordinated to all of our secured indebtedness, including under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness, (ii) ranks pari passu in right of payment with each other and with debt outstanding under the Credit Agreement, except the 5 3/4% Notes which are subordinated in right of payment to the Credit Agreement, the senior notes shown below and other "Senior Debt" as defined in, and to the extent set forth in, our indenture for the 5 3/4% Notes, and (iii) is structurally subordinated to all liabilities of our subsidiaries that do not guarantee such series of notes:
• | 4 3/8% Notes: $500,000 principal amount of senior notes maturing on June 1, 2021 and bearing interest at a rate of 4 3/8% per annum, payable semi-annually in arrears on December 1 and June 1;
• | 6% Notes due 2023: $600,000 principal amount of senior notes maturing on August 15, 2023 and bearing interest at a rate of 6% per annum, payable semi-annually in arrears on February 15 and August 15;
• | CAD Notes due 2023: 250,000 CAD principal amount of senior notes maturing on September 15, 2023 and bearing interest at a rate of 5 3/8% per annum, payable semi-annually in arrears on March 15 and September 15;
• | 5 3/4% Notes: $1,000,000 principal amount of senior subordinated notes maturing on August 15, 2024 and bearing interest at a rate of 5 3/4% per annum, payable semi-annually in arrears on February 15 and August 15;
• | Euro Notes: 300,000 Euro principal amount of senior notes maturing on January 15, 2025 and bearing interest at a rate of 3% per annum, payable semi-annually in arrears on January 15 and July 15;
• | GBP Notes due 2025: 400,000 British pounds sterling principal amount of senior notes maturing on November 15, 2025 and bearing interest at a rate of 3 7/8% per annum, payable semi-annually in arrears on May 15 and November 15;
• | 5 3/8% Notes: $250,000 principal amount of senior notes maturing on June 1, 2026 and bearing interest at a rate of 5 3/8% per annum, payable semi-annually in arrears on December 1 and June 1;
• | 4 7/8% Notes: $1,000,000 principal amount of senior notes maturing on September 15, 2027 and bearing interest at a rate of 4 7/8% per annum, payable semi-annually in arrears on March 15 and September 15; and
• | 5 1/4% Notes: $825,000 principal amount of senior notes maturing on March 15, 2028 and bearing interest at a rate of 5 1/4% per annum, payable semi-annually in arrears on March 15 and September 15.
In May 2016, IMI completed a private offering of $500,000 in aggregate principal amount of the 4 3/8% Notes and IM US Holdings completed a private offering of $250,000 in aggregate principal amount of the 5 3/8% Notes. The 4 3/8% Notes and 5 3/8% Notes were issued at par. The aggregate net proceeds of $738,750 from the 4 3/8% Notes and 5 3/8% Notes, after paying the initial purchasers' commissions, were used, together with cash on hand and borrowings under the Former Revolving Credit Facility, for the repayment of all outstanding borrowings under a bridge credit agreement which provided a portion of the financing necessary to close the Recall Transaction. In September 2016, Canada Company completed a private offering of 250,000 Canadian dollars in aggregate principal amount of the CAD Notes due 2023. The CAD Notes due 2023 were issued at par. The aggregate net proceeds from the CAD Notes due 2023 of 246,250 Canadian dollars (or $186,693, based upon the exchange rate between the Canadian dollar and the United States dollar on September 15, 2016 (the settlement date for the CAD Notes due 2023)), after paying the initial purchasers’ commissions, were used to repay outstanding borrowings under the Former Revolving Credit Facility. In May 2017, IMI completed a private offering of 300,000 Euros in aggregate principal amount of the Euro Notes, which were issued at par. The net proceeds to IMI from the Euro Notes of 296,250 Euros (or $332,683, based upon the exchange rate between the Euro and the United States dollar on May 23, 2017 (the settlement date for the Euro Notes)), after paying the initial purchasers' commissions, were used to repay outstanding borrowings under the Former Revolving Credit Facility. In August 2017, we redeemed all of the 200,000 Canadian dollars in aggregate principal outstanding of the 6 1/8% CAD Senior Notes due 2021 (the "CAD Notes due 2021") (approximately $157,458, based upon the exchange rate between the Canadian dollar and the United States dollar on August 15, 2017 (the redemption date for the CAD Notes due 2021)) at 103.063% of par, plus accrued and unpaid interest to, but excluding the redemption date, utilizing borrowings under the Former Revolving Credit Facility. We recorded a charge of $6,354 to Other expense (income), net in the third quarter of 2017 related to the early extinguishment of this debt, representing the call premium associated with the early redemption, as well as a write-off of unamortized deferred financing costs. In September 2017, IMI completed a private offering of $1,000,000 in aggregate principal amount of the 4 7/8% Notes, which were issued at par. The net proceeds of approximately $987,500 from the 4 7/8% Notes after deducting discounts to the initial purchasers, together with borrowings under the Revolving Credit Facility, were used to fund the redemption of all of the 6% Notes due 2020. In September 2017, we redeemed all of the $1,000,000 in aggregate principal outstanding of the 6% Notes due 2020 at 103.155% of par, plus accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $41,738 to Other expense (income), net in the third quarter of 2017 related to the early extinguishment of this debt, representing the call premium associated with the early redemption, as well as a write-off of unamortized deferred financing costs. In November 2017, IM UK completed a private offering of 400,000 British pounds sterling in aggregate principal amount of the GBP Notes due 2025, which were issued at 100% of par. The net proceeds to IM UK of 395,000 British pounds sterling (or $522,077, based upon the exchange rate between the British pounds sterling and the United States dollar on November 13, 2017 (the settlement date for the GBP Notes due 2025)), after deducting discounts to the initial purchasers, were used, together with borrowings under the Revolving Credit Facility, to fund the redemption of all the GBP Notes due 2022. In November 2017, we redeemed all of the GBP Notes due 2022 at 104.594% of par, plus accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $30,056 to Other expense (income), net in the fourth quarter of 2017 related to the early extinguishment of this debt, representing the call premium associated with the early redemption, as well as a write-off of unamortized deferred financing costs. In December 2017, IMI completed a private offering of $825,000 in aggregate principal amount of the 5 1/4% Notes. The 5 1/4% Notes were issued at par. The net proceeds of approximately $814,688 from the 5 1/4% Notes after deducting discounts to the initial purchasers, together with the net proceeds from the Equity Offering and the Over-Allotment Option (each as defined in Note 12), were used to finance the purchase price of the IODC Transaction (as defined in Note 6), which closed on January 10, 2018, and to pay related fees and expenses. At December 31, 2017, the net proceeds from the 5 1/4% Notes, together with the net proceeds of the Equity Offering, were used to temporarily repay borrowings under our Revolving Credit Facility and invest in money market funds. Each of the indentures for the notes provides that we may redeem the outstanding notes, in whole or in part, upon satisfaction of certain terms and conditions. In any redemption, we are also required to pay all accrued but unpaid interest on the outstanding notes. The following table presents the various redemption dates and prices of the senior or senior subordinated notes. The redemption dates reflect the date at or after which the notes may be redeemed at our option at a premium redemption price. After these dates, the notes may be redeemed at 100% of face value:
Redemption Date |  | 4 3/8% Notes June 1, |  | 6% Notes due 2023 August 15, |  | CAD Notes due 2023 September 15, |  | 5 3/4% Notes August 15, |  | Euro Notes January 15, |  | GBP Notes due 2025 November 15, |  | 5 3/8% Notes June 1, |  | 4 7/8% Notes September 15, |  | 5 1/4% Notes March 15, |
2019 |  | 101.094 | % | (1) | 102.000 | % | (1) | 104.031 | % | (1) | 100.958 | % | (1) | — |  |  | — |  |  | — |  |  | — |  |  | — |  |
2020 |  | 100.000 | % |  | 101.000 | % |  | 102.688 | % |  | 100.000 | % |  | 101.500 | % | (1) | 101.938 | % | (1) | — |  |  | — |  |  | — |  |
2021 |  | 100.000 | % |  | 100.000 | % |  | 101.344 | % |  | 100.000 | % |  | 100.750 | % |  | 100.969 | % |  | 102.688 | % | (1) | — |  |  | — |  |
2022 |  | — |  |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 101.792 | % |  | 102.438 | % | (1) | 102.625 | % | (1)
2023 |  | — |  |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.896 | % |  | 101.625 | % |  | 101.750 | % |
2024 |  | — |  |  | — |  |  | — |  |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.813 | % |  | 100.875 | % |
2025 |  | — |  |  | — |  |  | — |  |  | — |  |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |
2026 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 100.000 | % |  | 100.000 | % |  | 100.000 | % |
2027 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 100.000 | % |  | 100.000 | % |
2028 |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 100.000 | % |
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(1) | Prior to this date, the relevant notes are redeemable, at our option, in whole or in part, at a specified redemption price or make-whole price, as the case may be.
Each of the indentures for the notes provides that we must repurchase, at the option of the holders, the notes at 101% of their principal amount, plus accrued and unpaid interest, upon the occurrence of a "Change of Control," which is defined in each respective indenture. Except for required repurchases upon the occurrence of a Change of Control or in the event of certain asset sales, each as described in the respective indenture, we are not required to make sinking fund or redemption payments with respect to any of the notes. c. Australian Dollar Term Loan On March 27, 2018, Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), 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 upon 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 IM Australia. IMI and the Guarantors guarantee all obligations under the AUD Term Loan. As of December 31, 2017, we had 242,188 Australian dollars ($189,049 based upon the exchange rate between the United States dollar and the Australian dollar as of December 31, 2017) outstanding on the AUD Term Loan. As of December 31, 2018, we had 334,063 Australian dollars ($235,645 based upon the exchange rate between the United States dollar and the Australian dollar as of December 31, 2018) outstanding on the AUD Term Loan. The interest rate in effect under the AUD Term Loan was 6.1% and 6.0% as of December 31, 2017 and 2018, respectively. d. UK Bilateral Revolving Credit Facility On September 24, 2018, IM UK and Iron Mountain (UK) Data Centre Limited entered into a 140,000 British pounds sterling Revolving Credit Facility (the "UK Bilateral Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Facility is 140,000 British pounds sterling, and we have the option to request additional commitments of up to 125,000 British pounds sterling, subject to the conditions specified in the UK Bilateral Facility. The UK Bilateral Facility was fully utilized on September 24, 2018 (the closing date of the UK Bilateral Facility). The UK Bilateral Facility is scheduled to mature on September 23, 2022, at which point all obligations become due. The UK Bilateral Facility contains an option to extend the maturity date for an additional year, subject to the conditions specified in the UK Bilateral Facility, including the lender's consent. The UK Bilateral Facility bears interest at a rate of LIBOR plus 2.25%. The interest rate in effect under the UK Bilateral Facility as of December 31, 2018 is 3.1%. The initial net proceeds received under the UK Bilateral Facility of 138,250 British pounds sterling (or approximately $180,300, based upon the exchange rate between the British pound sterling and the United States dollar on September 24, 2018), net of upfront fees, were used to repay borrowings under the Revolving Credit Facility. The UK Bilateral Facility is secured by certain properties in the United Kingdom. IMI and the Guarantors guarantee all obligations under the UK Bilateral Facility. e. Accounts Receivable Securitization Program In March 2015, we entered into a $250,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions. 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 Consolidated Balance Sheets, (ii) our 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 Consolidated Statements of Cash Flows. Iron Mountain Information Management, LLC ("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 is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. On July 31, 2017, we amended the Accounts Receivable Securitization Program to (i) increase the maximum amount available from $250,000 to $275,000 and (ii) to extend the maturity date from March 6, 2018 to July 30, 2020, at which point all obligations become due. As of December 31, 2017 and 2018, the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $258,973 and $221,673, respectively. The interest rate in effect under the Accounts Receivable Securitization Program was 2.2% and 3.0% as of December 31, 2017 and 2018, respectively. Commitment fees at a rate of 40 basis points are charged on amounts made available but not borrowed under the Accounts Receivable Securitization Program. f. Mortgage Securitization Program In October 2016, we entered into a $50,000 mortgage securitization program (the "Mortgage Securitization Program") involving certain of our wholly owned subsidiaries with Goldman Sachs Mortgage Company (“Goldman Sachs”). Under the Mortgage Securitization Program, IMIM contributed certain real estate assets to its wholly owned special purpose entity, Iron Mountain Mortgage Finance I, LLC (the "Mortgage Securitization Special Purpose Subsidiary"). The Mortgage Securitization Special Purpose Subsidiary then used the real estate to secure a collateralized loan obtained from Goldman Sachs. The Mortgage Securitization Special Purpose Subsidiary is a consolidated subsidiary of IMI. The Mortgage Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) real estate assets pledged as collateral remain as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflects the associated charges for depreciation expense related to the pledged real estate and interest expense associated with the collateralized borrowings and (iii) borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows. The Mortgage Securitization Program is scheduled to terminate on November 6, 2026, at which point all obligations become due. The outstanding amount under the Mortgage Securitization Program was $50,000 at both December 31, 2017 and 2018. The interest rate in effect under the Mortgage Securitization Program was 3.5% as of December 31, 2017 and 2018. g. Cash Pooling Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated wholly 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 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. During the first quarter of 2017, we significantly expanded our utilization of the Cash Pools and reduced our utilization of our financing centers in Europe for purposes of meeting our global liquidity requirements. We currently utilize two separate cash pools with BMG, one of which we utilize to manage global liquidity requirements for our qualified REIT subsidiaries (the "QRS Cash Pool") and the other for our taxable REIT subsidiaries (the "TRS Cash Pool"). During the second quarter of 2017, we executed overdraft facility agreements for the QRS Cash Pool and TRS Cash Pool, each in an amount not to exceed $10,000. Each overdraft facility permits us to cover a temporary net debit position in the applicable 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 December 31, 2018, we had a net cash position of approximately $2,000 in the QRS Cash Pool (which consisted of a gross cash position of approximately $300,800 less outstanding debit balances of approximately $298,800 by participating subsidiaries) and we had a net cash position of approximately $2,200 in the TRS Cash Pool (which consisted of a gross cash position of approximately $281,500 less outstanding debit balances of approximately $279,300 by participating subsidiaries). The net cash position balances as of December 31, 2017 and 2018 are reflected as cash and cash equivalents in the Consolidated Balance Sheets. h. Debt Covenants 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 2018, as well as our leverage ratio under our indentures as of December 31, 2017 and 2018 are as follows:
| December 31, 2017 |  | December 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 |  |  | 2.6 |  |  | 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
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(1) | The maximum allowable leverage ratio under our indentures for the 4 7/8% Notes, the GBP Notes due 2025 and the 5 1/4% 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 5 1/4% Notes, together with a portion of the net proceeds of the Equity Offering (as defined in Note 12), 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 6). 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.
i. Maturities of long-term debt (gross of discounts) are as follows:
Year |  | Amount
2019 |  | $ | 126,406 |
2020 |  | 381,741 |
2021 |  | 583,759 |
2022 |  | 447,153 |
2023 |  | 1,800,128 |
Thereafter |  | 4,893,514 |
|  | 8,232,701 |
Net Discounts |  | (3,271 | )
Net Deferred Financing Costs |  | (86,607 | )
Total Long-term Debt (including current portion) |  | $ | 8,142,823 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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