Securities Exchange Act of 1934
November 17, 2014
Response of the Office of Chief Counsel
Division of Corporation Finance
Iron Mountain Incorporated
Incoming letter dated November 14, 2014
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- IMI REIT may take into account IMI's reporting history under the Exchange Act in determining its eligibility to use Form S-3. IMI's reporting history under the Exchange Act may also be used in determining whether IMI REIT "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
- The Division will not object if IMI REIT, as successor to IMI, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Registration Statements, provided that IMI REIT adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
- The Reorganization will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and IMI REIT will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- IMI's Exchange Act reporting history may be taken into account when determining IMI REIT's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
- The Division will not recommend enforcement action to the Commission if: (1) IMI REIT does not register under the Securities Act its assumption of IMI's obligations under the IMI Debt Securities; and (2) IMI REIT does not qualify a supplemental indenture under the Trust Indenture Act in connection with its assumption of such obligations. In arriving at these positions, we have noted in particular your representation that IMI REIT intends to deliver to the trustee under each indenture governing the IMI Debt Securities an opinion of counsel that such indenture authorizes the trustee to enter into a supplemental indenture without the vote or consent of the holders of the IMI Debt Securities for the purposes of effecting the Reorganization and, in particular, changing the obligor from IMI to IMI REIT pursuant to the Reorganization.
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Matt S. McNair
The Incoming Letter is in Acrobat format.