BOSTON--(Iron Mountain Incorporated (NYSE: IRM), today announced that its Board of Directors has declared a special dividend to shareholders in connection with the Company’s previously announced plan to convert into a Real Estate Investment Trust (“REIT”). The special dividend of $700 million, or approximately $4.07 per share based on the number of shares currently outstanding (the “Special Dividend”), represents a significant part of the distribution that would eventually be required should the Company successfully convert to a REIT.)--
“Iron Mountain is a great business with high returns and strong cash flow driven by consistent financial performance. This special dividend is consistent with our previous commitment to increase shareholder payouts, and our operating as a REIT will further enhance our ability to generate attractive total returns for our stockholders.”
“Today’s announcement marks an important milestone in our plan to convert to a REIT,” said Richard Reese, Iron Mountain’s Chairman and Chief Executive Officer. “Iron Mountain is a great business with high returns and strong cash flow driven by consistent financial performance. This special dividend is consistent with our previous commitment to increase shareholder payouts, and our operating as a REIT will further enhance our ability to generate attractive total returns for our stockholders.”
The Special Dividend represents the initial distribution to satisfy the requirement that the Company pay to stockholders its accumulated earnings and profits (“E&P”) of approximately $1 billion to $1.5 billion in connection with its potential conversion to a REIT, which is expected to occur no sooner than its taxable year beginning January 1, 2014. Provided the Company converts to a REIT, it expects to distribute the remaining balance of its E&P after the conversion. The amount and timing of future special E&P distributions will be based, in part, on U.S. Internal Revenue Service rules and the timing of the conversions of additional international operations into the REIT structure.
The Special Dividend is payable on November 21, 2012 to stockholders of record as of the close of business on October 22, 2012. Stockholders can elect to receive payment of the Special Dividend in the form of stock or cash, with the total cash payment to all stockholders limited to no more than $140 million, or 20 percent of the total distribution. The amount of shares to be distributed will be determined based upon stockholder elections and the average closing price on the three trading days following November 14, 2012. Election forms will be mailed to all stockholders promptly following the record date.
About Iron Mountain
Iron Mountain Incorporated (NYSE: IRM) provides information management services that help organizations lower the costs, risks and inefficiencies of managing their physical and digital data. The Company’s solutions enable customers to protect and better use their information—regardless of its format, location or lifecycle stage—so they can optimize their business and ensure proper recovery, compliance and discovery. Founded in 1951, Iron Mountain manages billions of information assets, including business records, electronic files, medical data, emails and more for organizations around the world. Visit www.ironmountain.com.
Forward Looking Statements
This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. The forward looking statements are subject to various known and unknown risks, uncertainties and other factors. When the Company uses words such as “believes,” “expects,” “anticipates,” “estimates,” “plans” or similar expressions, the Company is making forward looking statements. Although the Company believes that its forward looking statements are based on reasonable assumptions, its expected results may not be achieved, and actual results may differ materially from its expectations. For example:
- This press release states that the Company plans to pursue conversion to a REIT. In fact, there are significant implementation and operational complexities to address before the Company can convert to a REIT, including obtaining a favorable private letter ruling from the U.S. Internal Revenue Service (the “IRS”), completing internal reorganizations and modifying accounting, information technology and real estate systems, receiving stockholder approvals and making required stockholder payouts. The Company can provide no assurance when conversion to a REIT will be successful, if at all. In addition, REIT qualification involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, to the Company’s operations as well as various factual determinations concerning matters and circumstances not entirely within the Company’s control. Although, if it converts to a REIT, the Company plans to operate in a manner consistent with the REIT qualification rules, the Company cannot give assurance that it will so qualify or remain so qualified.
- This press release states that the Company plans to elect REIT status no earlier than the taxable year beginning January 1, 2014. In fact, the Company does not know when, if at all, it will elect REIT status, and it may not do so. Further, many conditions must be met in order to complete the conversion to a REIT, and the timing and outcome of many of these are beyond the Company’s control. In addition, even after the Company has paid the Special Dividend, it may decide to elect not to convert to a REIT if the Board determines that, for any reason, including a change in tax law, it is in the best interest of the Company and its stockholders to not elect REIT status.
- This press release provides an estimated range of the Company’s total E&P distributions. The Company is in the process of conducting a study of its pre-REIT accumulated earnings and profits as of the close of the Company’s 2011 taxable year using the Company’s historical tax returns and other available information. This is a very involved and complex study, which is not yet complete, and the actual result of the study relating to the Company’s pre-REIT accumulated earnings and profits as of the close of the Company’s 2011 taxable year may be materially different from the Company’s current estimates. In addition, the estimated range of the Company’s total E&P distributions is also based on the Company’s projected taxable income for its 2012 and 2013 taxable years and the Company’s current business plans and performance, but the Company’s actual earnings and profits (and, consequently, the actual amount of the total E&P distributions) will vary depending on, among other items, the timing of certain transactions, the Company’s actual taxable income and performance for 2012 and 2013 and possible changes in legislation or tax rules and IRS revenue procedures relating to distributions of earnings and profits. For these reasons and others, the Company’s actual amount of all E&P distributions may be materially different from the Company’s estimates.
- This press release states that the Company anticipates distributing the balance of the E&P amount after the Company successfully converts to a REIT. The timing of the remaining E&P distributions, which may or may not occur, may be affected by potential tax law changes, including an extension of the current tax law regime for taxation of dividends, the completion of various phases of the REIT conversion process and other factors beyond the Company’s control.
The Company’s forward looking statements should not be relied upon except as statements of the Company’s present intentions and of the Company’s present expectations, which may or may not occur. Cautionary statements should be read as being applicable to all forward looking statements wherever they appear. Except as required by law, the Company undertakes no obligation to release publicly the result of any revision to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures the Company has made in the Company’s filings with the SEC, including the “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 28, 2012, the “Cautionary Note Regarding Forward Looking Statements” section in the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2012 and the “Risk Factors” section in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 1, 2012.