 Elliott
Nominees – The Best Opportunity For Shareholders
April 11, 2011
Exhibit 1 |
 2
Disclosure Statement |
 Recap
3
•
IRM shareholders experienced lackluster performance over prior two
year period
•
On March 10
th
2011, Elliott announced recommendations to maximize
shareholder value
•
The proposal included a full review of
•
Capital allocation, with focus on ROIC
•
Operational efficiencies
•
Opportunity to convert into a REIT
•
Alignment of management compensation with shareholder value
creation
•
Elliott has nominated four highly qualified and independent nominees
to lead this critical effort |
 Overview
4
•
Last week Iron Mountain announced it will put forward a counter
proposal to the opportunities highlighted by Elliott
•
As large shareholders we are excited about the prospect of additional
constructive ideas
to maximize value at IRM
•
While IRM is likely to echo some of our points, they will ask
shareholders to trust them and not elect our nominees to the Board
•
Voting for Elliott’s independent nominees is the appropriate ‘trust
but verify’
response
•
Nominees are committed to the full exploration of all
paths to
maximize shareholder value
•
Elliott has a 100-day plan for an immediate strategic review and
the public dissemination of results
•
Voting for our proposed Board candidates is voting for a thorough
review and maximizes optionality as well as shareholder value
|
 Iron Mountain
– Status Quo Is Not Working
5
•
2010 was a record year on many metrics for IRM, yet a disappointing
year for shareholders
•
EV/EBITDA valuation sank to all time
lows
•
Stock reacted poorly to every announcement
•
Market response to Elliott proposals shows that the problem is not
the company
it is the current direction
•
Elliott proposes greater detail on action steps, timeline, and future
communication by the Board
•
Slow change is costing shareholders real money |
 Historical
Trading Metrics Show Market’s Negative Response To IRM Management’s
Track Record 6
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  Lackluster
Stock Performance Before Elliott’s Involvement 1
Declining Growth Outlook, Increased Investment in Digital Business
Lackluster Stock Performance Before Elliott’s Involvement
1
Declining Growth Outlook, Increased Investment in Digital Business
7
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
7/1/2006
1/1/2007
7/1/2007
1/1/2008
7/1/2008
1/1/2009
7/1/2009
1/1/2010
7/1/2010
10/6/09 - IRM projects
3-6% internal revenue
growth for 2010; Realized
figure even lower
2/22/10 - $112mm
acquisition of Mimosa
Systems
5/12/08 - $31mm
acquisition of
DocuVault
Internal Revenue growth drops from
9% in 2007-08, to 3% in 2009-10
Share Price
10/31/07 - $153mm
acquisition of
Stratify
IRM continues to invest 6-8% of revenues into growth
capex
- $0.6bn invested into Int'l Physical capex & acquisitions
from 2007-10, and segment OIBDA actually decreased
(1)
Elliott’s first conversation with IRM management took place in July 2010
|
  Valuation Trend
Shows Disappointment In IRM’s Unwillingness To Correct Its Course
Valuation Trend Shows Disappointment In IRM’s
Unwillingness To Correct Its Course
8
7.0x
8.0x
9.0x
10.0x
11.0x
12.0x
13.0x
14.0x
15.0x
16.0x
7/1/2006
1/1/2007
7/1/2007
1/1/2008
7/1/2008
1/1/2009
7/1/2009
1/1/2010
7/1/2010
1/1/2011
EV/ LTM EBITDA Multiple
Bob Brennan
becomes CEO,
6/2008
Elliott publishes its
proposals, 3/2011
Period of Elliott's Involvement |
  Market Reaction
To Management’s Plans Has Been Unambiguously Negative
Market Reaction To Management’s Plans Has Been
Unambiguously Negative
9
Average
share
price
decline
(on
1
st
trading
day
after
news
release):
-6.1%
Range
of
decline:
-2.7%
to
-8.6% |
 10
Market Reaction To Elliott’s Proposals Has Been Favorable
Stock Price Up 32%, $1.6B Increase in Market Valuation
$25.00
$26.00
$27.00
$28.00
$29.00
$30.00
$31.00
$32.00
$33.00
$34.00
3/4/2011
3/11/2011
3/18/2011
3/25/2011
4/1/2011
4/8/2011
-1%
3%
7%
11%
15%
19%
23%
27%
31%
35%
3/7/11 - IRM
discloses Elliott's
nomination of
Board candidates
3/10/11 - Elliott files
letter to IRM Board an
presentation outlining
opportunity
3/23/11 - IRM adopts a
Shareholder Rights Plan
("Poison Pill"); Elliott
expresses strong
disappointment
4/4/11 - Elliott files
follow-up letter to
IRM Board
4/1/11 - Davis Advisors
files a 13D
3/22/11 - Davis Advisors
(21% shareholder)
indicates support for
Elliott's nominees
Share Price
% Change in
Share Price |
 Elliott
Has A Detailed Plan For Review And Implementation
11
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 Elliott’s 100-Day Plan Calls For Full Strategic Review Of
All Opportunities To Maximize Value
12
2011 Annual Meeting of Stockholders -
June 2011 (Estimate):
Four
independent directors join IRM’s Board
First Board Meeting: Special Committee to be created with Elliott
nominees as core members
•
Initiate 100-Day Plan in two steps (see next page for details)
•
Hire management consultants & independent financial advisors to report
directly to the Special Committee
•
Invite existing and external REIT counsel to present and debate REIT
opportunity
•
Commence capital allocation & dividend policy review
•
Initiate management compensation review
•
Begin full review of all strategic alternatives
September 2011 (Estimate):
Board to review progress on all initiatives and
update shareholders |
  13
Elliott’s Proposed 100-Day Plan
Timeline for Full Strategic Review & Execution
Elliott’s Proposed 100-Day Plan
Timeline for Full Strategic Review & Execution |
 Put IRM Back
On Track ‘Trust But Verify’
14
•
The company is likely to echo some of our proposals and disagree
with
others
•
Elliott’s nominees will push for the best of all
potential opportunities
•
In all scenarios, the right choice is to vote for four independent
directors with fresh perspectives
•
Vote to elect our nominees and put IRM back on track |
 Elliott’s Slate of Independent Director Nominees
•
Our four highly qualified and motivated director nominees are fully prepared to
explore all options to maximize shareholder value
•
These individuals have exceptional experience in the critical areas affecting
IRM: capital allocation and operational efficiency
•
The Company will benefit from fresh, independent perspectives and additional
insights into the Board’s review process
Harvey Schulweis
•
Brings a career-long focus on
optimizing corporate investment
decisions and return on capital
•
Co-Founder and Managing
Director of Niantic Partners, a
real estate investment company
•
President and sole shareholder
of Schulweis Realty, Inc.
•
Former Chairman and CEO of The
Town and Country Trust, a
publicly traded REIT
•
Led the conversion of Town and
Country into a REIT
•
Former GP at Lazard Frères &
Co.
Ted R. Antenucci
•
Deep warehouse/industrial
property experience, both
domestic and international
•
Current President and Chief
Investment Officer, ProLogis
Trust
•
Former President of Catellus
Commercial Development
Corp., responsible for
development, construction
and acquisition activity
•
Helped lead the conversion of
Catellus into a REIT
Allan Z. Loren
•
45-year veteran of building
successful organizations
•
Has extensive strategic,
technology and operational
experience
•
Former Chairman and CEO of
D&B; led successful
turnaround
•
Has held senior executive and
technology positions at
American Express, CIGNA,
Galileo International and
Apple Computer U.S.A.
Robert J. Levenson
•
Has extensive experience as
an executive in the data
processing industry
•
Managing Member of Lenox
Capital Group, a private
venture capital investment
company, since 2000
•
Has held numerous senior
executive positions in leading
firms in the business services
space, including Automatic
Data Processing, Inc. and First
Data Corp.
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