Item 1.01 Entry into a Material Definitive Agreement





Offering of Senior Notes
On June 22, 2020, The Brink's Company ("Brink's" or the "Company") closed a
private offering (the "Offering") of $400 million aggregate principal amount of
senior unsecured notes due 2025 (the "Notes"). The Notes were issued pursuant to
a senior notes indenture dated as of June 22, 2020 (the "Indenture") by and
among the Company, certain subsidiaries of the Company (the "Subsidiary
Guarantors") and U.S. Bank National Association as trustee.
The Company intends to use the proceeds from the Offering to repay certain
existing indebtedness incurred in connection with the acquisition of the G4S
cash management business, finance the remaining acquisitions of the G4S cash
management business and pay certain fees and expenses related to the G4S
acquisitions. Remaining net proceeds are expected to be used for working capital
needs, capital expenditures, acquisitions and other general corporate purposes.
The Indenture
The Notes are governed by the Indenture and will bear interest at a rate of
5.500% per year, payable semiannually in arrears in cash on January 15 and July
15 of each year, beginning on January 15, 2021. The Notes will mature on July
15, 2025.
The Company may redeem some or all of the Notes on or after July 15, 2022 at the
redemption prices set forth in the Indenture, plus accrued and unpaid interest,
if any, to, but not including, the redemption date. The Company may also redeem
some or all of the Notes at any time prior to July 15, 2022 at a price equal to
100% of the principal amount of the Notes redeemed plus a "make-whole" premium
described in the Indenture, plus accrued and unpaid interest, if any, to, but
not including, the redemption date. In addition, the Company may redeem up to
35% of the aggregate principal amount of the Notes at any time before July 15,
2022, with net cash proceeds from certain equity offerings at the applicable
redemption price set forth in the Indenture, plus accrued and unpaid interest,
if any, to, but not including, the redemption date. If the Company experiences
specific kinds of changes in control or certain assets are sold, it may also be
required to offer to purchase the Notes at a purchase price equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest, if any, to but
not including the repurchase date.
If an event of default, as defined in the Indenture, shall have happened and be
continuing, either the trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may, subject to certain
exceptions provided in the Indenture, declare the principal amount of the Notes
and any accrued and unpaid interest through the date of such declaration, to be
immediately due and payable. In the case of certain events of bankruptcy or
insolvency, the principal amount of the Notes and any unpaid interest accrued
thereon through the occurrence of such event shall automatically become and be
immediately due and payable.
The Notes are guaranteed on a senior unsecured basis by each of the Subsidiary
Guarantors. The Notes will rank senior in right of payment to any of the
Company's future subordinated indebtedness, will rank equally in right of
payment with all of the Company's existing and future senior indebtedness, will
be effectively subordinated to all of the Company's existing and future secured
indebtedness to the extent of the value of the collateral securing such
indebtedness and will be structurally subordinated to all of the existing and
future indebtedness and other liabilities of the Company's subsidiaries that are
not Subsidiary Guarantors.
The Indenture contains covenants that limit the ability of the Company and
certain of its subsidiaries to (i) grant or permit liens, (ii) declare or pay
dividends, make distributions on or redeem or repurchase the Company's capital
stock; (iii) engage in sale/leaseback transactions and (iv) engage in a
consolidation or

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merger, or sell, transfer or otherwise dispose of all or substantial all of their assets. These covenants are subject to important exceptions and qualifications. The Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Indenture above is qualified in its entirety by reference to Exhibit 4.1.




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 8.01 Other Events

On June 18, 2020, the Company issued a press release announcing that it intended to commence a private offering to eligible purchasers of the Notes. On June 18, 2020, the Company announced the pricing of the Offering and on June 22, 2020, the Company issued a press release announcing the closing of the Offering. Copies of the press releases announcing the proposed offering, the pricing of the Offering and the closing of the Offering are attached as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



      4.1      Senior Notes Indenture dated as of June 22, 2020 among The Brink's
             Company, the Subsidiary Guarantors named therein, and U.S. Bank
             National Association, as trustee, relating to the Senior Notes due
             2025

      99.1     Press Release, dated June 18, 2020, issued by The Brink's Company

      99.2     Press Release, dated June 18, 2020, issued by the Brink's Company

      99.3     Press Release, dated June 22, 2020, issued by the Brink's Company

             Cover Page Interactive Data File (embedded within the Inline XBRL
      104    document)






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