8-K

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): October 29, 2021

THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

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:

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. ☐

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

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Cover	Oct. 29, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 29, 2021
Entity Registrant Name	BRINKS CO
Entity Incorporation, State or Country Code	VA
Entity File Number	001-09148
Entity Tax Identification Number	54-1317776
Entity Address, Address Line One	1801 Bayberry Court
Entity Address, Address Line Two	P. O. Box 18100
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23226
City Area Code	804
Local Phone Number	289-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	BCO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000078890
Amendment Flag	false