Iron Mountain Incorporated (delaware) · NYSE:IRM
Iron Mountain Incorporated (delaware) — Iron Mountain — Merger or Acquisition (June 2015)
21 slides from Iron Mountain Incorporated (delaware)'s merger presentation, Jun 8, 2015
Slide 1: Iron Mountain to Acquire Recall
Iron Mountain to Acquire Recall June 8, 2015 Iron Mountain and Recall Enter into Scheme Implementation Deed
Slide 2: Forward Looking Statements and Important Information
Forward Looking Statements and Important Information Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the e
Slide 3: Transaction Highlights
Transaction Highlights 3 Significant Synergies Support Meaningful Accretion Creating Expansive Global Enterprise Storage Real Estate Portfolio Substantial Benefits from Combined Platforms
Slide 4: Key transaction terms
Key transaction terms 1• Consideration of 0.1722 IRM shares plus cash of US$0.50 per Recall share OR Alternative consideration of A$8.50 cash per Recall share 2• • • Cash alternative subject to a cap of A$225 million Shareholders who have bought shares prior to today's date and elect the cash altern
Slide 5: Compelling for both Companies' Shareholders
Compelling for both Companies’ Shareholders Broader geographic footprint, exposure to higher growth emerging markets and significant synergies Attractive premium to undisturbed Recall share price Ability for Recall shareholders to continue to participate in attractive industry via IRM stock and bene
Slide 6: Combination Increases Emerging Markets Exposure to Higher Growth
Combination Increases Emerging Markets Exposure to Higher Growth Iron Mountain Recall Pro Forma Asia 1% ANZ 3% LA Asia 2% Secure Destruction 13% Shredding 9% Shredding 8% Data Management 17% Data Protection 11% Data Management 16% REC data reflects Fiscal Year 2014 data 6 2014A Revenue by Business 2
Slide 7: Strengthens and Expands Global Footprint
Strengthens and Expands Global Footprint Only Recall 7 Only IRM Both
Slide 8: Combination Supports Penetration of Large Unvended Market Globally
Combination Supports Penetration of Large Unvended Market Globally Significant unvended market, vended portion highly fragmented Broad customer network, platform and scale Complementary presence and brand support penetration of unvended opportunity Demonstrated ability to help customers reduce overa
Slide 9: Durable Fundamentals Support Continued Records Management Volume Growth
Durable Fundamentals Support Continued Records Management Volume Growth Net Volume Growth 11.1% 7.6% 3.6% 5.3% 9.2% 1.4% 5.8% 2.7% H2 FY13 H1 FY14 H2 FY14 H1 FY15 Q2-13 Q4-13 Outperm/Terms Destructions Acquisitions New Sales Q2-14 Q4-14 Outperm/Terms Destructions Acquisitions Adds (includes existing
Slide 10: Creates Expansive Global Real Estate Portfolio
Creates Expansive Global Real Estate Portfolio Enterprise Storage Global real estate portfolio of approximately 90 million sq. ft. Expanded opportunity to optimize facility utilization Enhanced opportunity to buy leased facilities in support of REIT structure (1) REC utilization rates reflect total
Slide 11: IRM – Proven Track Record of Achieving Synergies
IRM – Proven Track Record of Achieving Synergies Synergies Achieved as a % of Total Revenue Archivum File Service Cornerstone Recall Synergized 11 Location Brazil Peru US Global Facilities Reduced X X 20% 20% 18% 15%
Slide 12: Synergy Components and Costs to Achieve and Integrate
Synergy Components and Costs to Achieve and Integrate Estimated US$155 mm Total Net Synergies(1) Anticipated at Full Integration Estimated Cumulative One-time Costs to Achieve & Integrate(2) Includes Operating and Capital Expenditures $300 $155 $140 2016 2017 2018 Fully Synergized 2016 2017 2018 Ful
Slide 13: Highly Accretive Transaction
Highly Accretive Transaction Adjusted EPS Accretion Normalized FFO Accretion AFFO Accretion 26% 25% 16% 13% 15% 12% 2016 2017 2018 Fully Synergized 2016 2017 2018 Fully Synergized (2)% 2016 2017 2018 Fully Synergized Source: Public filings and Company projections Note: Assumes IRM weighted average s
Slide 14: Recall Integration into REIT Structure Supports Long-term Dividend Growth
Recall Integration into REIT Structure Supports Long-term Dividend Growth Plan to integrate relevant portion of Recall into existing REIT structure within the first quarter of closing • • Leverage recent experience and investment in REIT conversion Opportunity to convert US and non-US countries into
Slide 15: Improving Leverage Profile
Improving Leverage Profile Pro Forma Forecasted Lease Adjusted Leverage (IRM Standalone vs. Combined, Constant Currency) 7 6 5 4 2015 2016 2017 2018 2019 2020 2021 IRM Standalone IRM and REC Recall transaction will enhance our de-leveraging plan due to its material synergies and accretive characteri
Slide 16: Financing of the Transaction
Financing of the Transaction (In Millions, except for shares) Assumptions New IRM Estimated Sources US$ IRM Shares Assumes an all stock deal based on share exchange ratio of 0.1722 Cash requirements funded via lines of credit and/or temporary bridge financing Additional cash payment to Recall shareh
Slide 17: Updated 2015 Capital Allocation Guidance
Updated 2015 Capital Allocation Guidance As of 06.02.15 As of 04.28.15 $MM in USD Real Estate Investment Non-Real Estate Investment Real Estate and Non-Real Estate Maintenance Business and Customer Acquisitions $200 - $240 $70 - $90 $230 - $270 $70 - $90 $70 - $90 $70 - $90 $75 - $125 $150 - $250 No
Slide 18: Next Steps
Next Steps Follow Scheme of Arrangement process (respective approvals and Australian Court approval) Regulatory filings to be made in June Shareholder meetings prior to closing shareholder Anticipated closing by early 2016 18
Slide 19: Appendix
A tron Mounta’ recall Appendix
Slide 20: Scheme Implementation Deed—additional terms
Scheme Implementation Deed—additional terms • • Consideration of 0.1722 IRM shares plus cash of US$0.50 per Recall share Iron Mountain to establish a secondary listing on ASX to allow Recall shareholders to trade Iron Mountain shares as CHESS Depository Interests (CDIs) Alternative consideration of
Slide 21: Scheme Implementation Deed—additional terms
Scheme Implementation Deed—additional terms • REC will pay a termination fee of A$25.5 million if REC’s Board changes its recommendation or terminates transaction for a superior proposal IRM will pay a termination fee of A$25.5 million if IRM’s Board changes its recommendation Termination Fee • • •