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Debt | 9 Months Ended
--- | ---
Sep. 30, 2024
Debt Disclosure [Abstract] |
Debt | DEBT Long-term debt is as follows:
|  | SEPTEMBER 30, 2024 |  |  | DECEMBER 31, 2023
|  | 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) |  | $ | 1,005,000 |  |  | $ | (3,763) |  |  | $ | 1,001,237 |  |  | $ | 1,005,000 |  |  |  | $ | — |  |  | $ | (4,621) |  |  | $ | (4,621) |  |  | $ | — |
Term Loan A(1) |  | 218,750 |  |  | — |  |  | 218,750 |  |  | 218,750 |  |  |  | 228,125 |  |  | — |  |  | 228,125 |  |  | 228,125 |
Term Loan B due 2026(1) |  | — |  |  | — |  |  | — |  |  | — |  |  |  | 659,298 |  |  | (2,498) |  |  | 656,800 |  |  | 659,750 |
Term Loan B due 2031(1) |  | 1,849,096 |  |  | (15,462) |  |  | 1,833,634 |  |  | 1,860,045 |  |  |  | 1,191,000 |  |  | (13,026) |  |  | 1,177,974 |  |  | 1,200,000 |
Virginia 3 Term Loans(2) |  | 246,188 |  |  | (3,336) |  |  | 242,852 |  |  | 246,188 |  |  |  | 101,218 |  |  | (4,641) |  |  | 96,577 |  |  | 101,218 |
Virginia 4/5 Term Loans(2) |  | 70,280 |  |  | (3,483) |  |  | 66,797 |  |  | 70,280 |  |  |  | 16,338 |  |  | (5,892) |  |  | 10,446 |  |  | 16,338 |
Virginia 6 Term Loans(3) |  | 95,062 |  |  | (5,106) |  |  | 89,956 |  |  | 95,062 |  |  |  | — |  |  | — |  |  | — |  |  | — |
Australian Dollar Term Loan(2) |  | 197,427 |  |  | (336) |  |  | 197,091 |  |  | 198,501 |  |  |  | 197,743 |  |  | (482) |  |  | 197,261 |  |  | 199,195 |
UK Bilateral Revolving Credit Facility(2) |  | 187,431 |  |  | (1,168) |  |  | 186,263 |  |  | 187,431 |  |  |  | 178,239 |  |  | — |  |  | 178,239 |  |  | 178,239 |
GBP Notes(2) |  | 535,518 |  |  | (1,095) |  |  | 534,423 |  |  | 527,239 |  |  |  | 509,254 |  |  | (1,763) |  |  | 507,491 |  |  | 489,108 |
4 7/8% Notes due 2027(2) |  | 1,000,000 |  |  | (4,266) |  |  | 995,734 |  |  | 987,500 |  |  |  | 1,000,000 |  |  | (5,332) |  |  | 994,668 |  |  | 967,500 |
5 1/4% Notes due 2028(2) |  | 825,000 |  |  | (4,133) |  |  | 820,867 |  |  | 818,813 |  |  |  | 825,000 |  |  | (5,019) |  |  | 819,981 |  |  | 800,250 |
5% Notes due 2028(2) |  | 500,000 |  |  | (2,773) |  |  | 497,227 |  |  | 491,250 |  |  |  | 500,000 |  |  | (3,316) |  |  | 496,684 |  |  | 478,750 |
7% Notes due 2029(2) |  | 1,000,000 |  |  | (9,218) |  |  | 990,782 |  |  | 1,037,500 |  |  |  | 1,000,000 |  |  | (10,813) |  |  | 989,187 |  |  | 1,027,500 |
4 7/8% Notes due 2029(2) |  | 1,000,000 |  |  | (7,233) |  |  | 992,767 |  |  | 975,000 |  |  |  | 1,000,000 |  |  | (8,318) |  |  | 991,682 |  |  | 945,000 |
5 1/4% Notes due 2030(2) |  | 1,300,000 |  |  | (8,775) |  |  | 1,291,225 |  |  | 1,280,500 |  |  |  | 1,300,000 |  |  | (9,903) |  |  | 1,290,097 |  |  | 1,241,500 |
4 1/2% Notes(2) |  | 1,100,000 |  |  | (7,985) |  |  | 1,092,015 |  |  | 1,039,500 |  |  |  | 1,100,000 |  |  | (8,917) |  |  | 1,091,083 |  |  | 995,500 |
5% Notes due 2032(2) |  | 750,000 |  |  | (10,227) |  |  | 739,773 |  |  | 721,875 |  |  |  | 750,000 |  |  | (11,206) |  |  | 738,794 |  |  | 684,375 |
5 5/8% Notes(2) |  | 600,000 |  |  | (4,549) |  |  | 595,451 |  |  | 595,500 |  |  |  | 600,000 |  |  | (4,985) |  |  | 595,015 |  |  | 567,000 |
Real Estate Mortgages, Financing Lease Liabilities and Other |  | 611,321 |  |  | (1,922) |  |  | 609,399 |  |  | 611,321 |  |  |  | 519,907 |  |  | (403) |  |  | 519,504 |  |  | 519,907 |
Accounts Receivable Securitization Program |  | 386,500 |  |  | (734) |  |  | 385,766 |  |  | 386,500 |  |  |  | 358,500 |  |  | (317) |  |  | 358,183 |  |  | 358,183 |
Total Long-term Debt |  | 13,477,573 |  |  | (95,564) |  |  | 13,382,009 |  |  |  |  |  | 12,034,622 |  |  | (101,452) |  |  | 11,933,170 |  |  |
Less Current Portion |  | (136,547) |  |  | — |  |  | (136,547) |  |  |  |  |  | (120,670) |  |  | — |  |  | (120,670) |  |  |
Long-term Debt, Net of Current Portion |  | $ | 13,341,026 |  |  | $ | (95,564) |  |  | $ | 13,245,462 |  |  |  |  |  | $ | 11,913,952 |  |  | $ | (101,452) |  |  | $ | 11,812,500 |  |  |
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B due 2031"). The Credit Agreement also included a second term loan B facility (the "Term Loan B due 2026") until its extinguishment in August 2024. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2024 was $1,237,020 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.0% as of September 30, 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. All other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. (2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. (3)The fair value (Level 2 of the fair value hierarchy described at Note 2.e.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate. See Note 7 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, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2024). CREDIT AGREEMENT On July 2, 2024, we amended the Credit Agreement, which resulted in (i) an increase in the principal amount of the Term Loan B due 2031 from approximately $1,194,000 to approximately $1,806,700, (ii) a decrease in the interest rate of the Term Loan B due 2031 from SOFR plus 2.25% to SOFR plus 2.00% and (iii) a decrease in the principal amount of our Term Loan B due 2026 from approximately $656,300 to approximately $53,400. We paid original issue discount fees of approximately $4,300 in connection with this amendment. On August 19, 2024, we repaid the remaining approximately $53,400 principal balance of the Term Loan B due 2026 and amended the Credit Agreement to increase the principal amount of the Term Loan B due 2031 from approximately $1,806,700 to approximately $1,860,000. As a result of these amendments, we recorded a charge to Other expense (income), net related to the extinguishment of debt. Quarterly principal payments of approximately $4,700 on the Term Loan B due 2031 commenced in September 2024. All other material terms remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. VIRGINIA CREDIT AGREEMENTS As our Global Data Center business continues to expand, we have entered into credit agreements in order to partially finance the construction of various data centers. During the second quarter of 2024, we entered into two new agreements. These agreements primarily consist of the following term loan facilities:
AGREEMENT |  | MAXIMUM BORROWING AMOUNT |  | OUTSTANDING BORROWINGS AS OF SEPTEMBER 30, 2024 |  | DIRECT OBLIGOR |  | CONTRACTUAL INTEREST RATE |  | UNUSED COMMITMENT FEE |  | MATURITY DATE(1)
Virginia 6 Term Loans(2) |  | $ | 210,000 |  |  | $ | 95,062 |  |  | Iron Mountain Data Centers Virginia 6, LLC |  | SOFR plus 2.75% |  | 0.75% |  | May 3, 2027
Virginia 7 Term Loans(3) |  | 300,000 |  |  | — |  |  | Iron Mountain Data Centers Virginia 7, LLC |  | SOFR plus 2.50% |  | 0.75% |  | April 12, 2027
(1)All obligations will become due on the specified maturity dates. Each agreement includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements. (2)On May 3, 2024, Iron Mountain Data Centers Virginia 6, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 6 Credit Agreement"). The Virginia 6 Credit Agreement consists of a term loan facility (the "Virginia 6 Term Loans") and a letter of credit facility. The Virginia 6 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 6, LLC. As of September 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 4.9%. (3)On April 12, 2024, Iron Mountain Data Centers Virginia 7, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 7 Credit Agreement"). The Virginia 7 Credit Agreement consists of a term loan facility and a letter of credit facility. The Virginia 7 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 7, LLC.
UK BILATERAL REVOLVING CREDIT FACILITY |  |  | MAXIMUM AMOUNT £140,000 OPTIONAL ADDITIONAL COMMITMENTS £125,000 INTEREST RATE 7.0% As of September 30, 2024
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2024. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility. On September 10, 2024, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2025 to September 24, 2026. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. |  |
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM On June 14, 2024, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to (i) increase the maximum borrowing capacity from $360,000 to $400,000, with an option to increase the borrowing capacity to $450,000, and (ii) extend the maturity date from July 1, 2025 to July 1, 2027, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. |  |  | MAXIMUM AMOUNT $400,000 OUTSTANDING BORROWING $386,500 INTEREST RATE 5.9% As of September 30, 2024
LETTERS OF CREDIT As of September 30, 2024, we have outstanding letters of credit totaling $79,530, of which $7,980 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2024 and July 2025. DEBT COVENANTS The Credit Agreement, our bond 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 other specified 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 bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted) as a condition to taking actions such as paying dividends and incurring indebtedness. The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of September 30, 2024. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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