Iron Mountain Incorporated (NYSE:IRM) entered into a definitive agreement to acquire equity interests of IO Data Centers LLC (“IODC”) from Sterling Partners for $1.3 billion on December 11, 2017. Iron Mountain will pay an aggregate purchase price of $1.28 billion in cash, plus up to $60 million based on certain operational and financial metrics. Iron Mountain will not assume any debt of IODC in the acquisition. Simultaneously with the closing, Iron Mountain will repay outstanding amount of indebtedness under the closing credit agreement and any other indebtedness for borrowed money. IODC's Singapore operations are not part of the transaction and will be excluded as part of the IODC restructuring prior to the completion of the transaction. The consideration is subject to customary adjustments. The deal will be funded through an equity offering $582 million, cash on hand plus $825 million from debt financing. For the year ended December 31, 2016, IODC reported total revenues of $143.71 million, operating profit of $21.42 million and net loss of $63.08 million. The agreement is not subject to a financing condition. The deal is subject to satisfaction of customary closing conditions. The deal is expected to close in January 2018. Iron Mountain expects the transaction to accelerate its revenue and adjusted EBITDA growth. The acquisition is expected to be modestly accretive to AFFO in 2019 for Iron Mountain. Citibank, N.A. will be an escrow Agent in the transaction. Ardea Partners LLC, Evercore, Barclays, JP Morgan and Centerview Partners LLC acted as financial advisors to Iron Mountain. Laurie Cerveny, Andrew Mariniello, Doug Kingston, Richard Umbrecht, Dan Nelson, Patrick Rehfield, Chris Amandes, Harry Robins, Michael Schlemmer, Don Shelkey, Alan Singer, Emily Lowe, Alison Weisberg, Michael Pfeuffer, Paul Williams, Jasmine Blackmeir, Samantha Souza, Ariane Baczynski, Shannon Delaney, Ali Good, Michelle Catchur, Gene Park, and Luisa Di Lauro of Morgan, Lewis & Bockius LLP, Sullivan & Worcester and Michael Aiello, Annemargaret Connolly, Larry J. Gelbfish, Howard B. Dicker and Alexander D. Lynch of Weil, Gotshal & Manges LLP acted as legal counsels to Iron Mountain. Goldman, Sachs & Co. acted as financial advisor and Gary Horowitz, Mike Wolfson, James Parry, M. Shin, Mary-Jane Rabeony, Erica Egenes, Nancy Mehlman, Jodi Schneider, Chris Murray, Lori Lesser, Kate Stein, Andrew Blau, Alina Grinman and Michael Cook of Simpson Thacher & Bartlett LLP acted as legal advisors to IO Data Centers. Gary I. Horowitz and Michael Wolfson of Simpson Thacher & Bartlett LLP acted as legal advisors to Iron Mountain and Sterling Partners. Thomas Henry, Daniel Backer, Kathryn Crowe, Jennifer Coffey and Elana King of Willkie Farr & Gallagher LLP acted as legal advisor to IO Data Centers LLC. Strategic Advisors, Inc. acted as financial advisor for Iron Mountain. Cleary Gottlieb acted as legal advisor to Evercore. Iron Mountain Incorporated (NYSE:IRM) completed the acquisition of equity interests of IO Data Centers LLC (“IODC”) from Sterling Partners on January 10, 2018.