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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 15, 2004
THE BRINK'S COMPANY
(Exact Name of Registrant as Specified in Charter)
Virginia 1-9148 54-1317776
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address of Principal Executive Offices) (Zip Code)
(804) 289-9600
(Registrant's telephone number, including area code)
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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On October 15, 2004, The Brink's Company (the "Company"), certain
subsidiary borrowers and certain subsidiary guarantors entered into a $400
million, five-year, revolving, unsecured credit agreement (the "Agreement") with
J.P. Morgan Securities Inc., as Sole Lead Arranger and Bookrunner, JPMorgan
Chase Bank, as Administrative Agent, Barclays Bank plc, as Co-Arranger and
Documentation Agent, Bank of America, N.A., as Syndication Agent, Banc of
America Securities LLC, as Co-Arranger, Scotiabanc Inc. and Wachovia Bank,
National Association, as Co-Arrangers and Syndication Agents, and various
lenders. This new arrangement replaces the $350 million facility due to expire
in September, 2005.
The Agreement provides for revolving credit loans in multiple currencies at
rates that vary depending upon the currencies in which the loans are made and
the credit rating of the Company. In addition, the Agreement also includes a
competitive bid process whereby lenders can bid for loans in multiple currencies
at varying rates. The issuance of letters of credit is also permitted under the
Agreement. The Agreement permits the credit limit to be increased to a maximum
of $550 million under certain circumstances.
The Agreement contains representations, warranties, terms and conditions
customary for transactions of this type. These include maximum leverage ratio
and minimum interest coverage ratio financial covenants, limitations on liens,
investments and various other corporate activities, and default provisions,
including, payment defaults, defaults for non-performance of covenants and
cross-defaults to other significant debt obligations. The occurrence of an event
of default under the Agreement could result in all loans and other obligations
becoming immediately due and payable and the facility being terminated.
This description of the Agreement is not complete and is qualified in its
entirety by reference to the entire Agreement, a copy of which is attached
hereto. You are encouraged to read the Agreement. The Company and its affiliates
regularly engage many of the banks listed above, among others, 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.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 $400,000,000 Credit Agreement among The Brink's Company, as Parent
Borrower, the Subsidiary Borrowers referred to therein, certain of Parent
Borrower's Subsidiaries, as Guarantors, Various Lenders, Barclays Bank plc, as
Co-Arranger and Documentation Agent, Bank of America, N.A., as Syndication
Agent, Banc of America Securities LLC, as Co-Arranger, Scotiabanc Inc. and
Wachovia Bank, National Association, as Co-Arrangers and Syndication Agents,
JPMorgan Chase Bank, as Administrative Agent, and J.P. Morgan Securities Inc.,
as Sole Lead Arranger and Bookrunner, dated as of October 15, 2004.
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.
THE BRINK'S COMPANY
(Registrant)
By /s/ Robert T. Ritter
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Robert T. Ritter
Vice President and Chief Financial Officer
Dated: October 18, 2004
EXHIBIT INDEX
Exhibit Description
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99.1 $400,000,000 Credit Agreement among The Brink's Company, as
Parent Borrower, the Subsidiary Borrowers referred to
therein, certain of Parent Borrower's Subsidiaries, as
Guarantors, Various Lenders, Barclays Bank plc, as
Co-Arranger and Documentation Agent, Bank of America, N.A.,
as Syndication Agent, Banc of America Securities LLC, as
Co-Arranger, Scotiabanc Inc. and Wachovia Bank, National
Association, as Co-Arrangers and Syndication Agents,
JPMorgan Chase Bank, as Administrative Agent, and J.P.
Morgan Securities Inc., as Sole Lead Arranger and
Bookrunner, dated as of October 15, 2004.