Iron Mountain Incorporated (delaware) · NYSE:IRM
Iron Mountain Incorporated (delaware) — Iron Mountain — Merger or Acquisition (April 2016)
18 slides from Iron Mountain Incorporated (delaware)'s merger presentation, Apr 1, 2016
Slide 1: Safe Harbor Language and Reconciliation of Non-GAAP Measures
Safe Harbor Language and Reconciliation of Non-GAAP Measures Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Slide 2: A Compelling Opportunity for Both Iron Mountain and Recall Shareholders
A Compelling Opportunity for Both Iron Mountain and Recall Shareholders Transaction rationale Updated base business assumptions and synergies Current expected synergies and accretion 2016 Guidance – including partial year benefit from Recall 2020 Vision – updated financial expectations with Recall N
Slide 3: Transaction Delivers Attractive Premium and Participation in Combined Growth
Transaction Delivers Attractive Premium and Participation in Combined Growth Broader geographic footprint, exposure to higher growth emerging markets and meaningful synergies Total net synergies of US$105 million drive meaningful accretion in Adj. EPS Cash benefit drives accretion in Normalized FFO
Slide 4: Updated Base Business Assumptions and Synergies
Updated Total Net Synergy Expectation Driven By: Divestitures greater than originally anticipated Additional lost synergies due to location of divestitures Strengthening of the US Dollar Base Business Assumptions Change in REC and IRM base businesses (FX) and $50 million of IRM Transformation benefi
Slide 5: Estimated Synergies and Costs to Achieve
Estimated Synergies and Costs to Achieve Net synergies do not reflect impact of costs to achieve synergies and integrate businesses. Synergy estimates are preliminary and may change as ongoing analysis and integration planning progresses. Cost to achieve synergies and integrate businesses includes m
Slide 6: 2018 Estimated Adj. EPS Accretion vs. Prior Estimates
2018 Estimated Adj. EPS Accretion vs. Prior Estimates 570 basis points impact of Divestitures comprised of a 300 basis points impact from incremental divested OIBDA and 270 basis points of incremental divested synergies potential including an estimated increase in proceeds from the divestitures Unde
Slide 7: Estimated Earnings, Normalized FFO and AFFO Accretion – Excluding 2020 Plan
Estimated Earnings, Normalized FFO and AFFO Accretion – Excluding 2020 Plan The bar chart percentages for Adj. EPS Accretion and Normalized FFO Accretion do not reflect the impact of estimated purchase accounting adjustments, primarily fair value adjustments associated with Recall’s tangible and int
Slide 8: Updated 2016 Guidance to Reflect Benefit of Recall
Updated 2016 Guidance to Reflect Benefit of Recall 2016 Guidance Standalone C$ Growth Preliminary 2016 Guidance With Recall Preliminary 2016 Guidance With Recall Incl. PPA Revenue $3,000 – $3,080 3% - 6% $3,450 – $3,550 $3,450 – $3,550 Adj. OIBDA $950 – $970 6% - 8% $1,070 – $1,110 $1,070 – $1,110 A
Slide 9: 2020 Estimated IRM Cash Available for Dividends and Discretionary Investment
2020 Estimated IRM Cash Available for Dividends and Discretionary Investment Customer acquisitions includes costs associated with the acquisition of customer relationships and customer inducements such as move costs and permanent withdrawal fees. R$ basis is equivalent to 2016 C$ rates Figures may n
Slide 10: Recall Acquisition Significantly Enhances Estimated Financial Performance
Recall Acquisition Significantly Enhances Estimated Financial Performance Worldwide Revenue (2016 C$ / R$ in MM) +4.3% CAGR 4% Growth through 2020 (1) Assumes 267 million shares outstanding Lease Adjusted Leverage Ratio Dividend as % of AFFO Adjusted OIBDA (2016 C$ / R$ in MM) Projected Minimum Divi
Slide 11: Next Steps
Next Steps Recall Scheme Meeting on April 19 to obtain Recall shareholder approval Final Australian court approval of transaction Deal expected to close on May 2 UK Phase 2 Review expected to conclude June 29 UK Recall business to be held separate
Slide 12: Next Steps
Recall Scheme Meeting on April 19 to obtain Recall shareholder approval Final Australian court approval of transaction Deal expected to close on May 2 UK Phase 2 Review expected to conclude June 29 + UK Recall business to be held separate
Slide 13: 2016 Estimates IRM Cash Available for Dividends and Discretionary Investment
2016 Estimates IRM Cash Available for Dividends and Discretionary Investment Cash Available for Distribution and Investment ($MM) on R$ basis /2016C$ Basis Numbers reflect midpoint of guidance 2016E Standalone 2016E + Recall IRM + REC PF Adj. OIBDA $910 $1,025 Benefit from Transformation $ 50 $50 PF
Slide 14: Financing of the Transaction
Financing of the Transaction (In Millions) Source: IRM & Recall public filings Based upon an IRM closing price as of 03/29/16 of US$33.50 Source: IRM & Recall public filings Financing assumes cash option of A$225 million is fully utilized and share exchange ratio of 0.1722 Additional cash payment to
Slide 15: Definitions
Definitions Adjusted Earnings Per Share, or Adj. EPS: Adjusted EPS is defined as reported earnings per share from continuing operations excluding: (1) (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net; (2) (gain) on sale of real estate, net of tax; (3)
Slide 16: Definitions
Definitions Adjusted Operating Income Before Depreciation, Amortization, Intangible Impairments, and REIT Costs, or Adjusted OIBDA (continued) Adjusted OIBDA does not include certain items that we believe are not indicative of our core operating results, specifically: (1) (gain) loss on disposal/wri
Slide 17: Definitions
Definitions Recall Costs: Includes operating expenditures associated with our proposed acquisition of Recall, including costs to complete the Recall Transaction, including advisory and professional fees, as well as costs incurred to integrate Recall with our existing operations, including moving, se
Slide 18: Definitions
Definitions Recall Costs: Includes operating expenditures associated with our proposed acquisition of Recall, including costs to complete the Recall Transaction, including advisory and professional fees, as well as costs incurred to integrate Recall with our existing operations, including moving, se