UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 26, 2020
THE BRINK’S COMPANY | ||
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (804 ) 289-9600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐
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Item 7.01 | Regulation FD Disclosure |
On August 26, 2020, The Brink’s Company (the “Company”) issued a press release to announce that pursuant to its previously authorized share repurchase program (that had temporarily been suspended due to uncertainties associated with the COVID-19 pandemic) it entered into an accelerated share repurchase agreement to repurchase an aggregate of $50 million of the Company’s common stock. A copy of the Company's press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Item 8.01 | Other Events |
On August 26, 2020, the Company entered into an accelerated share repurchase (“ASR“) agreement with J.P. Morgan Chase Bank, N.A. (“J.P. Morgan”) to repurchase an aggregate of $50 million of the Company's common stock. The Company is repurchasing these shares under the authority granted by the Board of Directors in February 2020 to purchase up to an aggregate $250 million of the Company’s common stock, which expires December 31, 2021. Upon completion of the ASR, the Company will have approximately $200 million remaining for share repurchases under this authorization.
Approximately 850,000 shares of the Company's common stock to be repurchased under the ASR will be received by the Company following execution of the ASR. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company's common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms of the ASR agreement, and is expected to be completed by November 2, 2020. At settlement, under certain circumstances, J.P. Morgan may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to J.P. Morgan. The ASR agreement contains customary terms for these types of transactions, including the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be cancelled prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company and J.P. Morgan to one another.
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Item 9.01 | Financial Statements and Exhibits | ||
(d) | Exhibits | ||
99.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE BRINK’S COMPANY (Registrant) | ||
Date: August 26, 2020 | By: | /s/ Ronald J. Domanico |
Ronald J. Domanico | ||
Executive Vice President and | ||
Chief Financial Officer | ||
Exhibit 99.1
The Brink’s Company1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100 USA
Tel. 804.289.9600Fax 804.289.9770
Contact: FOR IMMEDIATE RELEASE
Investor Relations and Corporate Communications
804.289.9709
Brink’s Announces $50 Million Accelerated Share Repurchase
RICHMOND, Va., August 26, 2020 - The Brink’s Company (NYSE:BCO), the global leader in total cash management, route-based secure logistics and payment solutions, today announced that it has entered into an accelerated share repurchase ("ASR") agreement with J.P. Morgan Chase Bank, N.A, to repurchase $50 million of the company’s common stock. Brink’s will execute the ASR under the $250 million share repurchase authorization announced on February 6, 2020, which had been temporarily suspended due to uncertainties associated with the Covid-19 pandemic.
Doug Pertz, president and chief executive officer, said: “The accelerated share repurchase demonstrates our commitment to delivering near-term value to our shareholders and our confidence that Brink’s will emerge from the Covid-19 pandemic stronger than it’s ever been. This confidence is supported by ongoing internal cost reductions, the encouraging revenue recovery that we saw in the second quarter, and the continued execution of our strategy. In addition, the G4S acquisition, which is approximately 80% complete, is performing well and is expected to be fully closed by the end of this year. When the pandemic subsides, we expect to be well-positioned to resume revenue and profit growth, and to drive substantial shareholder value over the long term.”
Under terms of the agreement, Brink’s will pay $50 million to J.P. Morgan and will receive approximately 850,000 shares based on market prices, representing approximately 80% of the total shares the company expects to repurchase under the ASR agreement. Brink’s expects to receive additional shares representing the balance of 20% of the remaining shares under the ASR agreement by no later than November 2, when the ASR transaction is expected to be completed. The final number of shares repurchased will be based on the average of the daily volume-weighted prices of Brink’s common stock during the term of the transaction, less a discount and subject to adjustments related to the terms and conditions of the ASR agreement. As of June 30,
2020, Brink’s had approximately 51.0 million fully diluted shares outstanding. Brink’s is funding the accelerated share repurchase with available cash.
About The Brink’s Company
The Brink’s Company (NYSE:BCO) is the global leader in total cash management, secure route-based logistics and payment solutions including cash-in-transit, ATM services, cash management services (including vault outsourcing, money processing and intelligent safe services), and international transportation of valuables. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our global network of operations in 49 countries serves customers in more than 100 countries. For more information, please visit our website at www.Brinks.com or call 804-289-9709.
Forward-Looking Statements
This release contains forward-looking information. Words such as "anticipate," "assume," "estimate," "expect," “target” "project," "predict," "intend," "plan," "believe," "potential," "may," "should" and similar expressions may identify forward-looking information. Forward-looking information in these materials includes, but is not limited to: future results, including revenue and profit growth, and expected purchases under the accelerated share repurchase agreement.
Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to: our ability to improve profitability and execute further cost and operational improvement and efficiencies in our core businesses; our ability to improve service levels and quality in our core businesses; market volatility and commodity price fluctuations; seasonality, pricing and other competitive industry factors; investment in information technology (“IT”) and its impact on revenue and profit growth; our ability to maintain an effective IT infrastructure and safeguard confidential information; our ability to effectively develop and implement solutions for our customers; risks associated with operating in foreign countries, including changing political, labor and economic conditions, regulatory issues (including the imposition of international sanctions, including by the U.S. government), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company’s financial results as a result of jurisdictions determined to be highly inflationary, and restrictive government actions, including nationalization; labor issues, including negotiations with organized labor and work stoppages; pandemics (including the ongoing COVID-19 pandemic and related impact to and restrictions on the actions of businesses and consumers, including suppliers and customers), acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; anticipated cash needs in light of our current liquidity position and the impact of COVID-19 on our liquidity; the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; costs related to dispositions and product or market exits; our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; safety and security performance and loss experience; employee and environmental liabilities in connection with former coal operations, including black lung claims; the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits; changes to estimated liabilities and assets in actuarial assumptions; the nature of hedging relationships and counterparty risk; access to the capital and credit markets; our ability to realize deferred tax assets; the outcome of pending and future claims, litigation, and administrative proceedings; public perception of our business, reputation and brand; changes in estimates and assumptions underlying critical accounting policies; the promulgation and
adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.
This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2019 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, and in our other public filings with the Securities and Exchange Commission. The forward-looking information included in this document is representative only as of the date of this document and The Brink's Company undertakes no obligation to update any information contained in this document.
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