Iron Mountain to Acquire ITRenew

- Leading IT Asset Disposition Provider Serving the Fastest Growing Segment of the Market

- Accelerating Iron Mountain’s Growth Trajectory with Hyperscale Providers, Expanding Core Capabilities in Secure IT Asset Disposition, and Advancing ESG Offerings

- Acquiring 80 percent for $725 million at Close

Iron Mountain Incorporated (NYSE: IRM), the leading information management company, has entered into a definitive agreement to acquire ITRenew, a global leader in mission critical data center lifecycle management solutions. Upon closing, Iron Mountain will acquire 80 percent of the outstanding shares of ITRenew on a cash- and debt-free basis for approximately $725 million in cash, with the remaining 20 percent acquired within three years of Close for a minimum enterprise value of $925 million. Previous investor ZMC, a leading private equity firm focused on technology, media and communications investments, will exit its position as part of this transaction.

Founded in 2000, ITRenew principally serves hyperscalers, the fastest growing segment of the global IT Asset Disposition market, focusing on maximizing the lifetime value of data center servers through sustainable asset disposition, recycling and remarketing solutions. With its comprehensive portfolio of best-in-class decommissioning and data security services, ITRenew enables companies to securely protect their data, maximize the value of their hardware assets, and have a positive impact on the environment through IT asset circularity. As of September 30, 2021, ITRenew had trailing twelve month revenue in excess of $415 million, and has a two year compounded annual growth rate of approximately 16 percent.

Following the close of the transaction, ITRenew will form the platform for Iron Mountain’s Global IT Asset Lifecycle Management business. IT Asset Lifecycle Management refers to the deployment, management, and ultimate decommissioning and disposition of technology assets at the end of their useful life. The combination significantly enhances the Company’s ability to provide end to end services to the hyperscale, corporate data center and corporate end user device segments.

Strategic Rationale and Benefits

• Significant Opportunity for Iron Mountain to Capitalize on the Large and Growing IT Asset Disposition Market: Management estimates the IT Asset Disposition total addressable market is $30 billion and growing 11 percent compounded annually over the next five years. ITRenew principally operates in the hyperscale segment of the market, which is the fastest-growing segment and is forecasted to grow in the high teens compounded annually over the next five years.

• Leverages and Extends Key Iron Mountain Strengths: Iron Mountain will build on this strategic platform and accelerate enterprise growth by leveraging its global customer base and best-in-class data security and logistics capabilities. In addition, ITRenew’s hyperscale focus is highly complementary to Iron Mountain’s existing data center business.

• Advances Iron Mountain’s Global Sustainability Strategy: ITRenew’s innovative circular economy models help companies achieve critical sustainability benefits. Today, Iron Mountain’s Data Centers are powered by 100 percent renewable energy, and together with ITRenew, the Company sees significant opportunities to enhance the value of its Environmental, Social and Governance offerings.

• Financially Compelling: Iron Mountain anticipates the acquisition will be immediately accretive to 2022 AFFO and positively enhance the Company’s long-term revenue and cash flow growth. The Company has secured financing commitments and expects to fund the transaction through a combination of new debt and borrowing capacity under its current revolver with modest impact on leverage in the short term. The Company expects to de-lever quickly and exit 2022 within its target leverage range.

"This strategic transaction marks an important step in advancing Iron Mountain’s position in Asset Lifecycle Management and accelerating our enterprise growth trajectory,” said William Meaney, Chief Executive Officer of Iron Mountain. “ITRenew complements our fast-growing IT Asset Lifecycle Management and Data Center businesses bringing capabilities to serve some of the largest and most innovative companies in the world.”

Deirdre Evens, Iron Mountain Executive Vice President, Asset Lifecycle Management added, “With ITRenew, we become a key player in addressing the global challenge of reducing the environmental impact of IT and data center operations, furthering our commitment to ESG.”

"We are excited to enter this agreement with Iron Mountain, as the combination will provide us with the scale and global footprint to achieve our vision and deliver long-term growth,” said Aidin Aghamiri, Chief Executive Officer of ITRenew.

Transaction Details

Under the terms of the agreement, Iron Mountain will acquire at closing 80 percent of the shares of ITRenew for approximately $725 million in cash. The remaining 20 percent will be acquired in cash within three years from close, with a minimum payment of $200 million and the final amount subject to the performance of the business. The transaction implies a minimum enterprise value of $925 million, which corresponds to a purchase multiple of approximately 12x based on trailing twelve month EBITDA as of September 30, 2021.

The transaction is expected to close in the first quarter of 2022, subject to regulatory approval and other customary closing conditions.

Advisors

Morgan Stanley & Co. LLC, is serving as financial advisor, and Weil, Gotshal & Manges LLP is serving as legal counsel to Iron Mountain.

Jefferies LLC is serving as financial advisor, and Sidley Austin LLP is serving as legal counsel to ITRenew.

About Iron Mountain

Iron Mountain Incorporated (NYSE: IRM) is the global leader in innovative storage and information management services, storing and protecting billions of valued assets, including critical business information, highly sensitive data, and cultural and historical artifacts. Founded in 1951 and trusted by more than 225,000 customers worldwide, Iron Mountain helps customers CLIMB HIGHER™ to transform their businesses. Through a range of services including digital transformation, data centers, secure records storage, information management, IT Asset Lifecycle management, secure destruction, and art storage and logistics, Iron Mountain helps businesses bring light to their dark data, enabling customers to unlock value and intelligence from their stored digital and physical assets at speed and with security, while helping them meet their environmental goals. To learn more about Iron Mountain, please visit: www.IronMountain.com and follow @IronMountain on Twitter and LinkedIn.

About ITRenew

ITRenew, the Circular Cloud leader, is a multinational corporation creating circularity models and second lives for some of the most advanced data center technology on the planet. With sustainably sourced products and services that power cloud and enterprise data centers, edge infrastructure, AI/ML, embedded and industrial systems worldwide, ITRenew is opening up billions in new financial opportunity across the ecosystem, slashing e-waste and CO2 impact, and making hyperscale hardware accessible to and affordable for all. To learn more, visit www.itrenew.com and follow ITRenew on LinkedIn and Twitter @ITRenewinc.

About ZMC

ZMC is a leading private equity firm comprised of experienced investors and executives who invest in and manages a diverse group of media and communications enterprises. Founded in 2001, ZMC's investment philosophy centers on operational value creation driven by targeted investment themes, deep sector expertise, and strong partnerships with industry and operating executives. ZMC approaches its investments in collaboration with management teams and has a successful track record of actively adding value to portfolio companies. ZMC is currently investing out of ZMC III, L.P., which closed on $775 million in commitments. For more information, visit www.zmclp.com.

Forward Looking Statement

We have made statements in this press release that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements include, but are not limited to, statements regarding the closing of the transaction, the expected benefits to be achieved as a result of the transaction and our ability to execute on our strategic objectives.

These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes," "expects," "anticipates," "estimates," “plans” or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others: (i) the severity and duration of the COVID-19 pandemic and its effects on the global economy, including its effects on us, the markets we serve and our customers and the third parties with whom we do business within those markets; (ii) our ability to execute on Project Summit and the potential impacts of Project Summit on our ability to retain and recruit employees; (iii) our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes; (iv) changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space; (v) our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, incorporate new digital information technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand internationally, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and grow our business through joint ventures; (vi) changes in the amount of our capital expenditures; (vii) our ability to raise debt or equity capital and changes in the cost of our debt; (viii) the costs of complying with, and our ability to comply with, laws, regulations and customer demands, including those relating to data security and privacy issues, as well as fire and safety and environmental standards; (ix) the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information or our internal records or information technology systems and the impact of such incidents on our reputation and ability to compete; (x) changes in the price for our storage and information management services relative to the cost of providing such storage and information management services; (xi) changes in the political and economic environments in the countries in which our international subsidiaries operate and changes in the global political climate, particularly as we consolidate operations and move records and data across borders; (xii) our ability to comply with our existing debt obligations and restrictions in our debt instruments; (xiii) the impact of service interruptions or equipment damage and the cost of power on our data center operations; (xiv) the cost or potential liabilities associated with real estate necessary for our business; (xv) failures in our adoption of new IT systems; (xvi) unexpected events, including those resulting from climate change, could disrupt our operations and adversely affect our reputation and results of operations; (xvii) other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and (xviii) the other risks described in our periodic reports filed with the SEC, including under the caption “Risk Factors” in Part I, Item 1A of our Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.

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