On May 15, 2023, Iron Mountain Incorporated completed a private offering of $1,000,000,000 in aggregate principal amount of 7.000% Senior Notes due 2029, or the Notes, sold at 100.000% of par. The net proceeds from the offering were approximately $987.7 million, after deducting discounts to the initial buyers and estimated offering expenses. The Company intends to use the net proceeds from the offering of the Notes to repay a portion of the outstanding borrowings under the Company's revolving credit facility.

The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or under any state securities law, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were issued under an indenture, dated as of May 15, 2023, or the Indenture, by and among the Company, the Subsidiary Guarantors and Computershare Trust Company N.A., as trustee.

The Company will pay 7.000% interest per annum on the principal amount of the Notes, payable semi-annually on February 15 and August 15 of each year. Interest on the Notes will accrue from May 15, 2023, and the first interest payment date for the Notes will be February 15, 2024. The Notes will mature on February 15, 2029, unless they are earlier redeemed or repurchased in accordance with the terms set forth in the Indenture.

The Notes are jointly and severally guaranteed on an unsecured senior basis by the Company's direct and indirect wholly owned United States subsidiaries that represent the substantial majority of its United States operations. The Notes and the guarantees will be the Company's and the Subsidiary Guarantors' general unsecured senior obligations, will be pari passu in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future senior debt and will rank senior in right of payment to all of the Company's and the Subsidiary Guarantors' existing and future subordinated debt. The Notes and the guarantees are effectively subordinated to the Company's and the Subsidiary Guarantors' secured indebtedness, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all liabilities of the Company's subsidiaries that do not guarantee the Notes.