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): June 23, 2022
(Exact name of registrant as specified in its charter)
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| Virginia | 001-09148 | 54-1317776 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | BCO | New York Stock Exchange |
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 1.01 | Entry into a Material Definitive Agreement. |
On June 23, 2022, The Brink’s Company (the “Company”) and certain of its subsidiaries entered into a Fifth Amendment to Loan Documents (the “Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Amendment relates to the Credit Agreement, dated as of October 17, 2017, by and among the Company, certain of its subsidiaries, the lenders party thereto and the agents party thereto (as previously amended and as amended by the Amendment, the “Credit Agreement”).
The execution of the Amendment, among other things, (i) increases the aggregate term and revolving commitments provided by the lenders under the Credit Agreement to $2.4 billion, (ii) extends the maturity date of the loans thereunder to June 23, 2027 and (iii) replaces the LIBOR benchmark with the Secured Overnight Financing Rate (“SOFR”) benchmark for the pricing grid.
As of the effective date of the Amendment, approximately $2.089 billion (U.S. dollar equivalent) of loans were outstanding under the Credit Agreement.
The Company and its affiliates regularly engage many of the banks party to the Amendment, among others, to provide other banking services. All of these engagements are negotiated at arm’s length.
This description of the Amendment is not complete and is qualified in its entirety by reference to the entire Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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| 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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| Item 9.01 | Financial Statements and Exhibits. | |
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| (d) | Exhibits | |
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| 10.1 | |
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| 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 hereunto duly authorized.
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| THE BRINK’S COMPANY (Registrant) |
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| Date: June 28, 2022 | By: | /s/ Ronald J. Domanico |
| | Ronald J. Domanico |
| | Executive Vice President and
Chief Financial Officer |
