{"url_path":"/sec/bco/8-k/2026-06-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-025760-index.html","accession_number":"0001140361-26-025760","cik":"0000078890","ticker":"BCO","issuer_name":"BRINKS CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-025760-index.html","primary_entity_key":"0000078890","primary_entity_name":"BRINKS CO"},"word_count":3001,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nAs previously disclosed, on February 26, 2026, The Brink’s Company, a Virginia corporation (“Brink’s”), NCR Atleos Corporation, a Maryland corporation (“NCR\nAtleos”), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”), and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub\nII”), entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), pursuant to which (i) Merger Sub I will merge with and into NCR Atleos (the “First Merger”), with NCR Atleos surviving\nthe First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, NCR Atleos will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”),\n\nwith Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s.\n\n \n\nIn connection with the proposed Mergers, Brink’s filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4\ncontaining a joint proxy statement/prospectus, which was declared effective by the SEC on May 27, 2026 (as amended, the “Registration Statement”). Brink’s filed a definitive proxy statement/prospectus (the “Brink’s Proxy\nStatement/Prospectus”) and NCR Atleos filed a definitive proxy statement with the SEC (the “NCR Atleos Proxy Statement”), each dated May 27, 2026 (the Brink’s Proxy Statement/Prospectus and the NCR Atleos Proxy Statement, together, the\n“joint proxy statement/prospectus”), which Brink’s and NCR Atleos first mailed to their shareholders and stockholders, respectively, on or about May 27, 2026. On June 30, 2026, Brink’s will hold a special meeting of its shareholders (the “Brink’s\n\nSpecial Meeting”) and NCR Atleos will hold a special meeting of its stockholders (the “NCR Atleos Special Meeting”), in each case, to consider certain proposals related to the Merger Agreement, as further described in the joint proxy\nstatement/prospectus.\n\n \n\nFollowing the announcement of the Merger Agreement, and as of the date of this Current Report on Form 8-K, two complaints challenging the Mergers have been filed by\npurported stockholders of NCR Atleos: Connolly v. NCR Atleos Corp., Index No. 653422/2026, NYSCEF Doc. No. 1 (Sup. Ct. N.Y. Cnty. June 10, 2026) and Thompson v. NCR Atleos\nCorp., Index No. 653456/2026, NYSCEF Doc. No. 1 (Sup. Ct. N.Y. Cnty. June 11, 2026) (together, the “Complaints”). The Complaints were both filed in New York Supreme Court, New York County, one on June 10, 2026, and the second on\nJune 11, 2026. The Complaints are signed by the same counsel of record and each alleges negligent misrepresentation and concealment and negligence in violation of New York common law by NCR Atleos and the NCR Atleos board of directors in connection\nwith the NCR Atleos Proxy Statement. The plaintiffs in each of the Complaints seek, among other things, to enjoin the Mergers and an award of attorneys’ and expert fees and expenses. In addition to the Complaints, Brink’s and NCR Atleos have\nreceived demand letters from law firms purporting to represent Brink’s shareholders and NCR Atleos stockholders, respectively, which generally allege disclosure deficiencies in the Brink’s Proxy Statement/Prospectus or NCR Atleos Proxy Statement,\nrespectively (together with the Complaints, the “Matters”).\n\n \n\nEach of Brink’s and NCR Atleos disagrees with the allegations asserted in the Matters and believes that no further disclosure is required to supplement the joint proxy\nstatement/prospectus under applicable law. However, in order to moot certain of the plaintiffs’ disclosure claims in the Matters, to avoid the risk that the Matters delay or otherwise adversely affect the Mergers, to minimize the costs, risks and\nuncertainties inherent in litigation, and to provide additional information to shareholders of Brink’s and stockholders of NCR Atleos, and without admitting any liability or wrongdoing, Brink’s and NCR Atleos are voluntarily supplementing the joint\nproxy statement/prospectus as described in this Current Report on Form 8-K (such supplemental disclosures, the “Additional Disclosures”). Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or\nmateriality under applicable law of any of the Additional Disclosures. To the contrary, Brink’s and NCR Atleos specifically deny all allegations in the Matters, including that any additional disclosure was or is required, whether or not set forth\nin this Current Report on Form 8-K.\n\n \n\nTo the extent that information in the Additional Disclosures differs from, or updates information contained in, the joint proxy statement/prospectus, the information\nin the Additional Disclosures will supersede or supplement the information in the joint proxy statement/prospectus. Except as otherwise described in the Additional Disclosures, the joint proxy statement/prospectus, the annexes to the joint proxy\nstatement/prospectus and the documents referred to, contained in or incorporated by reference in the joint proxy statement/prospectus are not otherwise modified, supplemented or amended.\n\nThe Additional Disclosures do not modify in any way the terms of the Mergers, including the Merger Consideration (as defined in the joint proxy statement/prospectus),\nor the timing of the Brink’s Special Meeting or the NCR Atleos Special Meeting. The Brink’s board of directors continues to unanimously recommend that Brink’s shareholders vote “FOR” the Brink’s Share\nIssuance Proposal and the Brink’s Adjournment Proposal (in each case, as defined in the joint proxy statement/prospectus). The NCR Atleos board of directors continues to unanimously recommend that NCR Atleos stockholders vote “FOR” the NCR Atleos Merger Proposal, the NCR Atleos Compensation Proposal and the NCR Atleos Adjournment Proposal (in each case, as defined in the joint proxy statement/prospectus).\n\nSUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS\n\n \n\nThe following Additional Disclosures supplement the joint proxy statement/prospectus, and should be read in conjunction with the joint proxy statement/prospectus,\nwhich is available at the SEC’s website, www.sec.gov, and which should be read in its entirety, including the annexes thereto. The information contained in the Additional Disclosures is incorporated by\nreference into the joint proxy statement/prospectus. All page references below are references to pages in the joint proxy statement/prospectus, and the capitalized defined terms used below have the meanings set forth in the joint proxy\nstatement/prospectus. For clarity, new text adding supplemental disclosure to the joint proxy statement/prospectus is bolded and underlined, while\ntext deleted from the joint proxy statement/prospectus is bolded and stricken-through. Without admitting in any way that the Additional Disclosures are material or required by applicable\nlaw, Brink’s makes the following Additional Disclosures:\n\n \n\n1.\n\nThe disclosures in the section of the joint proxy statement/prospectus entitled “The Mergers—Background of the Mergers” on page 75 of the joint proxy\nstatement/prospectus are hereby amended as follows:\n\n \n\nFollowing the conclusion of the NCR Atleos Board meeting and the Brink’s Board meeting, the parties executed and delivered the Merger Agreement on February 26, 2026. At no time prior to the execution of the Merger Agreement did Brink’s substantively discuss with any representative of NCR Atleos (or include in any of its proposals for a transaction with NCR Atleos) the termination\nof the employment of NCR Atleos’ executive officers in connection with the Mergers, their resignation, or their continued employment (or any terms thereof) at the combined company.\n\n \n\n2.\n\nThe disclosures in the section of the joint proxy statement/prospectus entitled “The Mergers—Opinion of Brink’s Financial Advisor” are hereby amended as follows:\n\n \n\nThe description of Morgan Stanley’s “Public Trading Comparable Company Analysis” on page 81 of the joint proxy\nstatement/prospectus is amended as follows:\n\n \n\nThe companies used in this comparison and the observed AV\n/ EBITDA multiples were the following:\n\nComparable Companies\n\nAV / 2026E EBITDA\n\nAV / 2027E EBITDA\n\nBrink’s\n\n8.0x\n\n7.4x\n\nDiebold Nixdorf, Incorporated\n\n6.8x\n\n6.2x\n\nEuronet Worldwide, Inc.\n\n4.4x\n\n4.1x\n\nHyosung Corporation\n\n8.3x\n\n7.2x\n\nAverage\n\n6.9x\n\n6.2x\n\nMedian\n\n7.4x\n\n6.7x\n\nThe description of Morgan Stanley’s “Discounted Cash Flow Analysis” on pages 82 and 83 of the joint proxy statement/prospectus\nis amended as follows:\n\nMorgan Stanley performed a discounted cash flow analysis (excluding synergies), which is designed to provide an implied value of a company by\ncalculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of NCR Atleos Common Stock as of December 31, 2025, based on\nestimates of future Unlevered Free Cash Flow for fiscal years 2026 through 2030 contained in the Brink’s Management Adjusted NCR Atleos Projections, including net debt of NCR Atleos as of December 31, 2025, of $2,722 million. Morgan Stanley also\ncalculated a range of terminal values of NCR Atleos based on an NTM Adjusted EBITDA terminal multiple range of 6.0x to 7.0x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated Unlevered Free Cash Flow\nand the range of terminal values were then discounted to December 31, 2025, by applying a discount rate range of 9.5% to 11.0%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect NCR Atleos’ estimated\nweighted average cost of capital (“WACC”). Morgan Stanley calculated a WACC using a cost of equity derived from a risk-free rate, equity market risk premium and predicted Barra beta estimates, together with an\nestimate of the cost of debt, tax rate and an assumed capital structure.\n\nThe description of Morgan Stanley’s “Precedent Transactions Analysis” on page 83 of the joint proxy statement/prospectus is\namended as follows:\n\nMorgan Stanley performed a selected precedent transactions analysis, which is designed to imply a value of a company based on publicly available\nfinancial terms of selected transactions. Morgan Stanley selected certain transactions in the Financial Hardware and ATM-Related Services sectors with an aggregate value greater than $100 million and for which relevant financial information was\npublicly available. For these transactions, Morgan Stanley reviewed the consideration paid and calculated the ratio of the AV of each transaction to the EBITDA of the target company for the last twelve months (“LTM EBITDA”), based on publicly\navailable financial information. Morgan Stanley reviewed the following transactions in connection with this analysisThe transactions reviewed in this analysis and the observed AV / LTM EBITDA\nmultiples were the following:\n\nClosing Date\n\n \n\nTarget\n\n \n\nAcquiror\n\nAV / LTM\n\nEBITDA\n\nOctober 2022\n\n \n\nNoteMachine UK Ltd\n\n \n\nBrink’s\n\n5.0x\n\nApril 2021\n\n \n\nPAI Inc\n\n \n\nBrink’s\n\n7.1x\n\nJanuary 2021\n\n \n\nCardtronics Plc\n\n \n\nNCR\n\n9.5x\n\nApril 2018\n\n \n\nVeriFone Systems Inc.\n\n \n\nVeriFone Consortium\n\n10.9x\n\nOctober 2016\n\n \n\nDirectCash Payments ULC\n\n \n\nCardtronics Inc\n\n7.8x\n\nOctober 2015\n\n \n\nWincor Nixdorf International GmbH\n\n \n\nDiebold\n\n10.0x\n\nAverage\n\n \n\n \n\n \n\n \n\n8.4x\n\nMedian\n\n \n\n \n\n \n\n \n\n8.7x\n\nThe description of Morgan Stanley’s “Brink’s Discounted Cash Flow Analysis” on page 84 of the joint proxy statement/prospectus\nis amended as follows:\n\nMorgan Stanley performed a discounted cash flow analysis for Brink’s, which is designed to provide an implied value of a company by calculating\nthe present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Brink’s Common Stock as of December 31, 2025, based on estimates of\nfuture Unlevered Free Cash Flow for fiscal years 2026 through 2030 contained in the Brink’s Standalone Projections, including net debt of Brink’s as of December 31, 2025, of $2,743 million. Morgan Stanley also calculated a range of terminal values\nof Brink’s based on an NTM Adjusted EBITDA terminal multiple range of 7.0x to 8.0x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated Unlevered Free Cash Flow and the range of terminal values were then\ndiscounted to December 31, 2025, by applying a discount rate range of 7.2% to 8.7%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect Brink’s estimated WACC. Morgan\nStanley calculated a WACC using a cost of equity derived from a risk-free rate, equity market risk premium and predicted Barra beta estimates, together with an estimate of the cost of debt, tax rate and an assumed capital structure.\n\n3.\n\nThe disclosures in the section of the joint proxy statement/prospectus entitled “The Mergers—Opinion of NCR Atleos’ Financial Advisor” are hereby amended as follows:\n\n \n\nThe below table included on page 94 of the joint proxy statement/prospectus in the description of J.P. Morgan’s “Selected Transaction\nAnalysis” is hereby amended as follows:\n\n \n\n \n\nAnnouncement\n\nDate\n\n \n\nAcquiror\n\n \n\nTarget\n\n \n\nFV / LTM EBITDA\n\nMultiple\n\n \n\nOctober 2022\n\n \n\nThe Brink’s Company\n\n \n\nNoteMachine\n\n \n\n5.0x\n\n \n\nApril 2021\n\n \n\nThe Brink’s Company\n\n \n\nPAI, Inc.\n\n \n\n7.2x\n\n \n\nJanuary 2021\n\n \n\nNCR Voyix Corporation (f/k/a NCR Corporation)\n\n \n\nCardtronics plc\n\n \n\n9.2x\n\n \n\nFebruary 2020\n\n \n\nThe Brink’s Company\n\n \n\nG4S plc (cash operations in certain markets)\n\n \n\n5.6x\n\n \n\nOctober 2016\n\n \n\nCardtronics plc\n\n \n\nDigital Commerce Payments Inc.\n\n \n\n7.8x\n\n \n\nThe description of J.P. Morgan’s “Discounted Cash Flow Analysis” on pages 94 to 95 of the joint proxy statement/prospectus is\namended as follows:\n\n \n\nJ.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied stand-alone equity present value per share for NCR Atleos Common Stock\nand Brink’s Common Stock. J.P. Morgan conducted discounted cash flow analyses of NCR Atleos and Brink’s by calculating the estimated present value of the unlevered free cash flows expected to be generated by NCR Atleos and Brink’s during fiscal\nyears 2026 through 2030 based on, in the case of NCR Atleos, the NCR Atleos February 2026 Standalone Projections and, in the case of Brink’s, the NCR Atleos Management Adjusted Brink’s Projections, as discussed more fully below under “—Certain\nUnaudited Prospective Financial Information.” J.P. Morgan then calculated a range of terminal values at the end of this period by assuming a range of terminal FV / next twelve month (“NTM”) Adjusted EBITDA multiples of 5.5x to 6.5x for NCR Atleos\nand 6.75x to 7.75x for Brink’s, which J.P. Morgan determined on the basis of its professional judgment and experience in the industry, which were then applied to the respective Adjusted EBITDA values\nof NCR Atleos and Brink’s during the terminal period. This resulted in implied perpetuity growth rates ranging from negative 1.4% to 0.8% for NCR Atleos and negative 1.8% to 0.1% for Brink’s. The unlevered free cash flows, the range of terminal\nvalues and net debt for eachof $2,621 million for NCR Atleos and $2,617 million for Brink’s\nwere discounted to present values (as of March 31, 2026), using discount rates ranging from 7.75% to 8.75% for NCR Atleos and 6.25% to 7.25% for Brink’s, respectively, which ranges J.P. Morgan chose based upon an analysis of the weighted average\ncost of capital of each of NCR Atleos and Brink’s derived using the capital asset pricing model, which J.P. Morgan determined on the basis of its professional judgment and experience in the industry.\n\n \n\nThe description of J.P. Morgan’s “Discounted Cash Flow-Based Value Creation Analysis” on page 95 of the joint proxy\nstatement/prospectus is amended as follows:\n\n \n\nJ.P. Morgan prepared a value creation analysis that compared the estimated implied equity value of NCR Atleos on a stand-alone basis, using the midpoint value\ndetermined in J.P. Morgan’s discounted cash flow analysis of NCR Atleos described above, to the estimated NCR Atleos’ stockholders’ portion of the pro forma combined company equity value. J.P. Morgan determined NCR Atleos’ stockholders’ portion of\nthe pro forma combined equity value by (i) adding the sum of (a) the equity value of NCR Atleos, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of NCR Atleos described above, (b) the equity value of Brink’s\nderived using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of Brink’s described above and (c) the net present value of the expected Synergies using the midpoint value determined in J.P. Morgan’s discounted cash flow\nanalysis of the Synergies described below, (ii) subtracting the aggregate Cash Consideration and the estimated one-time transaction fees of $231 million based on guidance provided by NCR Atleos’\nmanagement and (iii) multiplying such result by an estimated pro forma equity ownership of the combined company by the former NCR Atleos stockholders of 22.4%.\n\nJ.P. Morgan determined the projected terminal value of expected Synergies by conducting a discounted cash flow analysis. J.P. Morgan calculated the unlevered free cash\nflows that the projected net Synergies were expected to generate during calendar year 2027 through calendar year 2030 based on estimates by NCR Atleos’ management. J.P. Morgan then calculated a range of terminal values for the projected Synergies\nat the end of this period by assuming a range of terminal FV / NTM Adjusted EBITDA multiples of 5.5x to 6.5x, which J.P. Morgan determined on the basis of its professional judgment and experience in the\nindustry, which were then applied to the estimated terminal Adjusted EBITDA value of the projected Synergies during the terminal period. This resulted in implied perpetuity growth rates ranging from negative 5.4% to negative 2.8%.\nThe unlevered free cash flows and range of terminal values were then discounted to present values (as of March 31, 2026), using discount rates ranging from 7.75% to 8.75%, which range was chosen by J.P. Morgan based upon an analysis of the weighted\naverage cost of capital of NCR Atleos, derived using the capital asset pricing model, which J.P. Morgan determined on the basis of its professional judgment and experience in the industry.\n\n \n\nThe third paragraph appearing on page 96 of the joint proxy statement/prospectus is amended as follows:\n\n \n\nNCR Atleos has agreed to pay J.P. Morgan an estimated aggregate fee of $43.0 million, $4.0 million of which was payable upon delivery by J.P. Morgan of its opinion and\nthe remainder of which is contingent and payable upon the consummation of the Transactions, for services rendered in connection with the Transactions. In addition, NCR Atleos may, in its sole discretion, based on its assessment of J.P. Morgan’s\nperformance of its services rendered in connection with the Transactions, pay J.P. Morgan an additional fee of $7.0 million upon the consummation of the Transactions. In addition, NCR Atleos has agreed to reimburse J.P. Morgan for certain of its\nexpenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P.\nMorgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with NCR Atleos, including acting as joint lead arranger on a syndicated credit facility in October 2024,\nfor which no compensation was recognized."}