Iron Mountain Incorporated (NYSE: IRM), today announced that its Board of Directors has declared a special dividend to shareholders in connection with the Company’s previously announced plan to convert into a Real Estate Investment Trust (“REIT”). The special dividend of $700 million, or approximately $4.07 per share based on the number of shares currently outstanding (the “Special Dividend”), represents a significant part of the distribution that would eventually be required should the Company successfully convert to a REIT.
“Today’s announcement marks an important milestone in our plan to convert to a REIT,” said Richard Reese, Iron Mountain’s Chairman and Chief Executive Officer. “Iron Mountain is a great business with high returns and strong cash flow driven by consistent financial performance. This special dividend is consistent with our previous commitment to increase shareholder payouts, and our operating as a REIT will further enhance our ability to generate attractive total returns for our stockholders.”
The Special Dividend represents the initial distribution to satisfy the requirement that the Company pay to stockholders its accumulated earnings and profits (“E&P”) of approximately $1 billion to $1.5 billion in connection with its potential conversion to a REIT, which is expected to occur no sooner than its taxable year beginning January 1, 2014. Provided the Company converts to a REIT, it expects to distribute the remaining balance of its E&P after the conversion. The amount and timing of future special E&P distributions will be based, in part, on U.S. Internal Revenue Service rules and the timing of the conversions of additional international operations into the REIT structure.
The Special Dividend is payable on November 21, 2012 to stockholders of record as of the close of business on October 22, 2012. Stockholders can elect to receive payment of the Special Dividend in the form of stock or cash, with the total cash payment to all stockholders limited to no more than $140 million, or 20 percent of the total distribution. The amount of shares to be distributed will be determined based upon stockholder elections and the average closing price on the three trading days following November 14, 2012. Election forms will be mailed to all stockholders promptly following the record date.