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Debt
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Debt
Long-term debt is as follows:
 
 
December 31, 2016
 
 
March 31, 2017
 
 
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
 
$
953,548

 
$
(7,530
)
 
$
946,018

 
$
953,548

 
 
$
988,327



$
(6,800
)

$
981,527

 
$
988,327

Term Loan
 
234,375

 

 
234,375

 
234,375

 
 
228,125





228,125

 
228,125

Australian Dollar Term Loan (the "AUD Term Loan")
 
177,198

 
(3,774
)
 
173,424

 
178,923

 
 
186,963



(3,832
)

183,131

 
188,715

6% Senior Notes due 2020 (the "6% Notes due 2020")(1)(2)
 
1,000,000

 
(12,730
)
 
987,270

 
1,052,500

 
 
1,000,000



(11,881
)

988,119

 
1,046,250

43/8% Senior Notes due 2021 (the "43/8% Notes")(1)(2)
 
500,000

 
(7,593
)
 
492,407

 
511,250

 
 
500,000



(7,163
)

492,837

 
512,500

61/8% CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3)
 
148,792

 
(1,635
)
 
147,157

 
155,860

 
 
150,045



(1,561
)

148,484

 
155,859

61/8% GBP Senior Notes due 2022 (the "GBP Notes")(2)
 
493,648

 
(6,214
)
 
487,434

 
527,562

 
 
499,508



(6,012
)

493,496

 
529,478

6% Senior Notes due 2023 (the "6% Notes due 2023")(1)
 
600,000

 
(7,322
)
 
592,678

 
637,500

 
 
600,000



(7,048
)

592,952

 
632,280

53/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3)
 
185,990

 
(3,498
)
 
182,492

 
188,780

 
 
187,557



(3,405
)

184,152

 
193,418

53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(1)
 
1,000,000

 
(10,529
)
 
989,471

 
1,027,500

 
 
1,000,000



(10,186
)

989,814

 
1,017,500

53/8% Senior Notes due 2026 (the "53/8% Notes")(2)
 
250,000

 
(4,044
)
 
245,956

 
242,500

 
 
250,000



(3,937
)

246,063

 
248,750

Real Estate Mortgages, Capital Leases and Other
 
478,565

 
(1,277
)
 
477,288

 
478,565

 
 
518,191



(1,239
)

516,952

 
518,191

Accounts Receivable Securitization Program(4)
 
247,000

 
(384
)
 
246,616

 
247,000

 
 
250,000



(308
)

249,692

 
250,000

Mortgage Securitization Program
 
50,000

 
(1,405
)
 
48,595

 
50,000

 
 
50,000



(1,369
)

48,631

 
50,000

Total Long-term Debt
 
6,319,116

 
(67,935
)
 
6,251,181

 
 

 
 
6,408,716


(64,741
)
 
6,343,975

 
 
Less Current Portion
 
(172,975
)
 

 
(172,975
)
 
 

 
 
(421,535
)

308


(421,227
)
 
 

Long-term Debt, Net of Current Portion
 
$
6,146,141

 
$
(67,935
)
 
$
6,078,206

 
 

 
 
$
5,987,181



$
(64,433
)
 
$
5,922,748

 
 

______________________________________________________________
(1)
Collectively, the "Parent Notes".
(2)
Collectively, the "Unregistered Notes".
(3)
Collectively, the "CAD Notes".
(4)
Because the Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations under the program become due, this debt is classified within the current portion of long-term debt in our Consolidated Balance Sheet as of March 31, 2017.
See Note 4 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). The levels of the fair value hierarchy used to determine the fair value of our debt as of March 31, 2017 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2016 (which are disclosed in our Annual Report). Additionally, see Note 6 for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments.
a. Credit Agreement
On July 2, 2015, we entered into a new credit agreement (the "Credit Agreement") to refinance our then existing credit agreement. The Credit Agreement terminates on July 6, 2019, at which point all obligations become due, but may be extended by one year at our option, subject to the conditions set forth in the Credit Agreement. Borrowings under the Credit Agreement may be prepaid without penalty or premium, in whole or in part, at any time. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan"). The maximum amount permitted to be borrowed under the Revolving Credit Facility is $1,750,000. The original amount of the Term Loan was $250,000. We have the option to request additional commitments of up to $250,000, in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement.
The Revolving Credit Facility is supported by a group of 25 banks and enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,750,000. The Term Loan is to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on July 3, 2019.
The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of March 31, 2017, we had $988,327 and $228,125 of outstanding borrowings under the Revolving Credit Facility and the Term Loan, respectively. Of the $988,327 of outstanding borrowings under the Revolving Credit Facility, $741,000 was denominated in United States dollars and 231,530 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $53,649. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2017, which is based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $708,024 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.0% as of March 31, 2017. The average interest rate in effect under the Revolving Credit Facility was 3.0% and ranged from 2.3% to 5.0% as of March 31, 2017 and the interest rate in effect under the Term Loan as of March 31, 2017 was 3.2%.
The capital stock or other equity interests of most of our United States subsidiaries, and up to 66% of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure borrowings under the Credit Agreement, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under the Revolving Credit Facility.
The Credit Agreement, our 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 certain other 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 indentures or other agreements governing our indebtedness. The Credit Agreement uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2016 and March 31 2017, respectively, and our leverage ratio under our indentures as of December 31, 2016 and March 31, 2017, respectively, are as follows:
 
December 31, 2016
 
March 31, 2017
 
Maximum/Minimum Allowable
Net total lease adjusted leverage ratio
5.7

 
5.8

 
Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio
2.7

 
2.7

 
Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)
5.2

 
5.5

 
Maximum allowable of 6.5
Fixed charge coverage ratio
2.4

 
2.3

 
Minimum allowable of 1.5

As noted in the table above, our maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5. The Credit Agreement also contains a provision which limits, in certain circumstances, our dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This limitation only applies when our net total lease adjusted leverage ratio exceeds 6.0 as measured as of the end of the most recently completed fiscal quarter.
Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
b. Australian Dollar Term Loan
On September 28, 2016, Iron Mountain Australia Group Pty, Ltd., a wholly owned subsidiary of IMI, entered into a 250,000 Australian dollar Syndicated Term Loan B Facility (the "AUD Term Loan"), which matures in September 2022. The AUD Term Loan was issued at 99% of par. The net proceeds of approximately 243,750 Australian dollars (or approximately $185,800, based upon the exchange rate between the Australian dollar and the United States dollar on September 28, 2016 (the settlement date for the AUD Term Loan)), after paying commissions to the joint lead arrangers and net of the original discount, were used to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.
Principal payments on the AUD Term Loan are to be paid in quarterly installments in an amount equivalent to an aggregate of 6,250 Australian dollars per year, with the remaining balance due on September 28, 2022. The AUD Term Loan is secured by substantially all assets of Iron Mountain Australia Group Pty. Ltd. IMI and the Guarantors guarantee all obligations under the AUD Term Loan. The interest rate on the AUD Term Loan is based upon BBSY (an Australian benchmark variable interest rate) plus 4.3%. As of March 31, 2017, we had 246,875 Australian dollars ($188,715 based upon the exchange rate between the United States dollar and the Australian dollar as of March 31, 2017) outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 6.1%. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,725 and $1,752 as of December 31, 2016 and March 31, 2017, respectively.
c. Accounts Receivable Securitization Program
In March 2015, we entered into a $250,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the "Accounts Receivable Securitization Special Purpose Subsidiaries"). The Accounts Receivable Securitization Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows. Iron Mountain Information Management, LLC ("IMIM") retains the responsibility of servicing the accounts receivable balances pledged as collateral in this transaction and IMI provides a performance guaranty. The Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations become due. The maximum availability allowed is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of March 31, 2017, the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $250,000. The interest rate in effect under the Accounts Receivable Securitization Program was 1.9% as of March 31, 2017.
d. Mortgage Securitization Program
In October 2016, we entered into a $50,000 mortgage securitization program (the "Mortgage Securitization Program") involving certain of our wholly owned subsidiaries with Goldman Sachs Mortgage Company (“Goldman Sachs”). Under the Mortgage Securitization Program, IMIM contributed certain real estate assets to its wholly owned special purpose entity, Iron Mountain Mortgage Finance I, LLC (the "Mortgage Securitization Special Purpose Subsidiary"). The Mortgage Securitization Special Purpose Subsidiary then used the real estate to secure a collateralized loan obtained from Goldman Sachs. The Mortgage Securitization Special Purpose Subsidiary is a consolidated subsidiary of IMI. The Mortgage Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets and therefore: (i) real estate assets pledged as collateral remain as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statement of Operations reflects the associated charges for depreciation expense related to the pledged real estate and interest expense associated with the collateralized borrowings and (iii) borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statement of Cash Flows. The Mortgage Securitization Program is scheduled to terminate on November 6, 2026, at which point all obligations become due. As of March 31, 2017, the outstanding amount under the Mortgage Securitization Program was $50,000. The interest rate in effect under the Mortgage Securitization Program was 3.5% as of March 31, 2017.
e. Cash Pooling
Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated fully-owned subsidiary of ING Group, in order to help manage global liquidity requirements. Under the Cash Pools, cash deposited by participating subsidiaries with BMG is pledged as security against the drawings of other participating subsidiaries, and legal rights of offset are provided and, therefore, amounts are presented in our Consolidated Balance Sheets on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on the amounts owed based on an applicable rate as defined in the Cash Pools. At December 31, 2016, we had a net cash position of approximately $1,700 (which consisted of a gross cash position of approximately $69,500 less outstanding borrowings of approximately $67,800 by participating subsidiaries).

During the first quarter of 2017, we significantly expanded our utilization of the Cash Pools and reduced our utilization of our financing centers in Europe for purposes of meeting our global liquidity requirements. As of March 31, 2017, we utilize two separate cash pools with BMG, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and one pool for our TRSs (the "TRS Cash Pool"). As of March 31, 2017, we had a net cash position of approximately $5,400 in the QRS Cash Pool (which consisted of a gross cash position of approximately $478,200 less outstanding borrowings of approximately $472,800 by participating subsidiaries) and we had a net cash position of approximately $11,100 in the TRS Cash Pool (which consisted of a gross cash position of approximately $217,300 less outstanding borrowings of approximately $206,200 by participating subsidiaries). The net cash position balances as of December 31, 2016 and March 31, 2017, respectively, are reflected as cash and cash equivalents in the Consolidated Balance Sheets.