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): October 29, 2021
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. ☐
Item 8.01. | Other Events. | ||||
On October 29, 2021, The Brink’s Company (the “Company”) entered into a Supplemental Confirmation, supplementing a Master Confirmation, dated as of August 26, 2020, with JPMorgan Chase Bank, N.A. (“JPMorgan”) (collectively, the “ASR Agreement”) to repurchase an aggregate of $150 million of the Company's common stock (the “ASR transaction”). The Company is repurchasing these shares under the authority granted by the Company’s Board of Directors (the “Board”) 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 transaction, the Company will have no remaining authority under this authorization; however, as disclosed on a Current Report on Form 8-K filed on October 27, 2021, the Board has approved an additional $250 million of share repurchase authority, which expires December 31, 2023.
Under the terms of the ASR Agreement, the Company will pay $150 million to JPMorgan and will receive approximately 1,742,160 shares based on market prices, representing approximately 80% of the total shares that the Company expects to repurchase under the ASR Agreement. The Company expects to receive additional shares representing the balance of 20% of the remaining shares under the ASR Agreement by no later than the end of the second quarter of 2022, when the ASR transaction is expected to be completed. 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. At settlement, under certain circumstances, JPMorgan 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 JPMorgan. 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 acknowledgments, representations and warranties made by the Company and JPMorgan to one another.
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: November 1, 2021 | By: | /s/ Ronald J. Domanico | ||||||
| Ronald J. Domanico | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||