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
Date
of Report (Date of Earliest Event Reported): July 23, 2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
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Virginia
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1-9148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1801
Bayberry Court
Richmond,
VA 23226-8100
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (804) 289-9600
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction
A.2.):
[ ] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting materials pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material
Definitive Agreement.
On July 23,
2008, The Brink’s Company (the “Company”) and certain of its domestic subsidiary
guarantors (the “Guarantors”) entered into a $135 million letter of credit
agreement (the “Credit Agreement”) with ABN AMRO Bank N.V.
(“ABN”). The Credit Agreement provides for the Company to request
letters of credit denominated in U.S. Dollars or in any other Approved Currency
(as defined in the Credit Agreement), including “evergreen” letters of credit,
which include automatic renewal provisions, and revolving letters of credit,
which include automatic provisions for the increase or reinstatement of the face
amount of the applicable letter of credit, to be issued by ABN to the Company
and to certain of its subsidiaries. Additionally, the Credit
Agreement provides that certain outstanding letters of credit, in an aggregate
principal amount of $131,388,000, issued pursuant to the Credit Agreement, dated
November 18, 2004, between the Company and ABN (the “SELOC Facility”) will be
deemed to become outstanding letters of credit under the Credit Agreement once
the Credit Agreement becomes effective. The Credit Agreement will not
become effective until the later of August 13, 2008 and the date on which
certain conditions precedent are satisfied or waived by ABN, including ABN
having received notification of the Company’s election to terminate the SELOC
Facility.
Under the
Credit Agreement, the Company will pay ABN (1) a letter of credit fee and (2) a
commitment fee on the unused commitment under the Credit
Agreement. Both of these fees will be based on the ratings assigned
from time to time by Moody’s Investors Service, Inc. and Standard & Poor’s
Rating Services to the Company’s senior, unsecured long-term,
non-credit-enhanced debt for borrowed money. Standard amendment,
negotiation and other fees will also be payable.
The Credit
Agreement contains representations, warranties, terms and conditions customary
for transactions of this type. These include covenants limiting the
ability of the Company and its Restricted Subsidiaries (as defined in the Credit
Agreement) to (1) incur liens on assets or properties, (2) dispose of capital
stock or debt of any Restricted Subsidiary (as defined in the Credit Agreement),
or dissolve, merge or sell all or substantially all of its assets, (3) enter
into certain transactions with affiliates, (4) make acquisitions, (5) enter into
sale and leaseback transactions and (6) make certain investments. The
Credit Agreement also contains financial covenants that require the Company’s
Leverage Ratio (as defined in the Credit Agreement) as of the end of each fiscal
quarter not to exceed 60% and the Company’s Interest Coverage Ratio (as defined
in the Credit Agreement) as of the end of each fiscal quarter to be not less
than 3.00 to 1.00.
The Credit
Agreement contains certain events of default, including (1) failure to pay when
due any amount payable under the Credit Agreement, (2) material incorrectness of
representations and warranties when made, (3) breach of covenants, (4)
bankruptcy and insolvency of the Company or any Guarantor, (5) entry by a court
of one or more
judgments
against the Company, any Guarantor or any of their respective subsidiaries in an
aggregate amount of at least $25 million that remain undischarged, unvacated or
unstayed for 30 days after the entry thereof, (6) default on any other debt of
the Company or any Guarantor in an aggregate amount of at least $25 million that
causes an acceleration of such debt, (7) failure to pay when due any other debt
in an aggregate amount of at least $25 million and (8) default on any payment
obligation to ABN by any subsidiary of the Company in an aggregate amount of at
least $5 million or any material breach by any subsidiary of the Company of any
agreement between such subsidiary and ABN.
If any event
of default occurs and is not cured within applicable grace periods set forth in
the Credit Agreement or waived, (1) all amounts payable under the Credit
Agreement could become due and immediately payable, (2) ABN could require the
Company to pay an amount equal to the maximum amount then available to be drawn
under all letters of credit outstanding as security for letters of credit then
outstanding and (3) the facility could be terminated.
ABN’s
commitment under the Credit Agreement terminates on the earliest of the
following: (1) July 23, 2011; (2) at the option of ABN, the occurrence and
continuation of any event of default under the Credit Agreement or (3) the date
of termination specified by the Company.
The Company
and its affiliates regularly engage ABN to provide other banking
services. All of these engagements are negotiated at arm’s
length.
Item
2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The information required by this item is included in Item 1.01 and incorporated herein by reference.
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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.
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THE
BRINK’S COMPANY
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(Registrant)
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Date:
July 28, 2008
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By: /s/ Austin
F. Reed
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Austin
F. Reed
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Vice
President and Secretary
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