UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 11, 2006
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
Not Applicable
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(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 August 11, 2006, The Brink's Company (the "Company"), certain foreign
subsidiary borrowers and certain domestic subsidiary guarantors entered into a
$400 million, five-year, revolving, unsecured credit agreement (the "Agreement")
with Wachovia Bank, National Association, as Administrative Agent, an Issuing
Lender, Swingline Lender and a Revolving A Lender, Bank of America, N.A. and
JPMorgan Chase Bank, N.A., as Syndication Agents and Revolving A Lenders, Bank
of Toyko-Mitsubishi UFJ Trust Company, as Documentation Agent and a Revolving A
Lender, and various other lenders. The new facility will be used to (i)
refinance indebtedness under the Company's prior $400 million Credit Agreement,
dated as of October 15, 2004 (the "Previous Agreement"), among the Company,
certain subsidiary borrowers and guarantors and various agents and lenders and
(ii) finance working capital needs, capital expenditures, acquisitions permitted
under the Agreement and other general corporate purposes. The Company and
certain of its domestic subsidiaries guarantee payment of all obligations under
the Agreement.
The Company borrowed approximately $70.8 million (U.S. dollar equivalent)
under the Agreement and used the proceeds to repay the aggregate principal
amount outstanding under the Previous Agreement and to extend a loan to one of
its subsidiaries for general corporate purposes. No early termination penalties
were paid by the Company in respect of the termination of the Previous
Agreement.
The Agreement generally provides for revolving credit loans in multiple
currencies at interest rates equal to the Eurocurrency Rate or the Alternate
Base Rate (each as defined in the Agreement) plus a margin that varies depending
upon the ratings assigned from time to time by Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services to the Company's senior, unsecured
long-term, non-credit-enhanced debt for borrowed money. The revolving credit
facility has a $40,000,000 sublimit for swingline loans and such loans bear
interest at the LIBOR Market Index Rate (as defined in the Agreement) plus a
margin. The revolving credit facility also has a $300,000,000 sublimit for the
issuance of letters of credit and fees are payable on letters of credit based
upon the average daily undrawn amount of such letters of credit times (i) for
performance letters of credit, 50% of the margin then in effect for loans at the
Eurocurrency Rate and (ii) for financial letters of credit, the margin then in
effect for loans at the Eurocurrency Rate. Fronting fees and customary charges
of the issuing lender are also payable on letters of credit. The Agreement also
includes a competitive bid process whereby lenders can bid for loans in multiple
currencies at varying rates. Subject to the conditions stated in the Agreement,
the Company may prepay and reborrow amounts under the facility at any time
during the term of the Agreement. The Agreement permits the Company to increase
the aggregate credit limit up to a maximum of $550 million under certain
circumstances.
Pursuant to the Agreement, the Company will pay (1) a facility fee at a
rate that varies with the Company's senior, unsecured long-term,
non-credit-enhanced debt for borrowed money and is calculated on the aggregate
amount of the commitments under the Agreement, whether used or unused, and (2)
during any period in which more than 50% of the commitments from either
Revolving A or Revolving B Lenders (as defined in the Agreement) are borrowed,
an incremental utilization fee on the outstanding amount of loans.
The Agreement contains representations, warranties, terms and conditions
customary for transactions of this type. These include covenants limiting the
Company's ability to (1) incur liens on its assets, (2) dispose of any
Restricted Subsidiary (as defined in the Agreement), whether through a sale of
the capital stock, dissolution, merger or sale of all or substantially all of
the assets of such Restricted Subsidiary, (3) enter into certain transactions
with affiliates, (4) make acquisitions, (5) enter into sale and leaseback
transactions and (6) make certain investments. The Agreement also contains
financial covenants that require the Company's Leverage Ratio (as defined in the
Agreement) as of the end of each fiscal quarter not exceed 60% and the Company's
Interest Coverage Ratio (as defined in the Agreement) as of the end of each
fiscal quarter not be less than 3.00 to 1.00.
The Agreement contains certain events of default, including (1) failure to
pay principal, interest or any other amount owing on any other obligation under
the Agreement when due, (2) material incorrectness of representations and
warranties when made, (3) breach of covenants, (4) failure to pay principal or
interest on any other debt that equals or exceeds $25 million when due, (5)
default on any other debt that equals or exceeds $25 million that causes an
acceleration of such debt, (6) occurrence of a Change of Control (as defined in
the Agreement), (7) bankruptcy and insolvency and (8) entry by a court of one or
more judgments against the Company or any of its Restricted Subsidiaries in the
aggregate amount in excess of $25 million that remain unbonded, undischared or
unstayed for a certain number of days after the entry thereof. If any event of
default occurs and is not cured within applicable grace periods set forth in the
Agreement or waived, all loans and other obligations could become due and
immediately payable and the facility could be terminated.
All amounts under the Agreement are due on the earliest of (1) August 11,
2011, the fifth anniversary of the closing date of August 11, 2006, (2) the date
of termination specified by the Administrative Agent on behalf of the lenders
upon the occurrence of any event of default under the Agreement or (3) the date
of termination specified by the Company.
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.
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 as Exhibit 10(ee) and incorporated herein by reference. You are
encouraged to read the Agreement.
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Item 1.02. Termination of a Material Definitive Agreement.
The information required by this item is included in Item 1.01 and
incorporated herein by reference.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10(ee) $400,000,000 Credit Agreement, dated as of August 11, 2006, among
The Brink's Company, as Parent Borrower, the subsidiary Borrowers
referred to therein, certain of Parent Borrower's Subsidiaries,
as Guarantors, Wachovia Bank, National Association, as
Administrative Agent, an Issuing Lender, Swingline Lender and a
Revolving A Lender, Bank of America, N.A. and JPMorgan Chase
Bank, N.A., as Syndication Agents and Revolving A Lenders, Bank
of Toyko-Mitsubishi UFJ Trust Company, as Documentation Agent and
a Revolving A Lender, and various other lenders.
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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 11, 2006 By: /s/ Robert T. Ritter
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Robert T. Ritter
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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10(ee) $400,000,000 Credit Agreement, dated as of August 11, 2006,
among The Brink's Company, as Parent Borrower, the
subsidiary Borrowers referred to therein, certain of Parent
Borrower's Subsidiaries, as Guarantors, Wachovia Bank,
National Association, as Administrative Agent, an Issuing
Lender, Swingline Lender and a Revolving A Lender, Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as Syndication
Agents and Revolving A Lenders, Bank of Toyko-Mitsubishi UFJ
Trust Company, as Documentation Agent and a Revolving A
Lender, and various other lenders.
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