BRINKS CO 8-K

What Happened

• On February 26, 2026, The Brink’s Company (BCO) entered into an Agreement and Plan of Merger to acquire NCR Atleos Corporation. Under the agreement, NCR Atleos will be merged into Brink’s subsidiaries in a two-step merger. At the effective time of the first merger, each outstanding NCR Atleos common share will be converted into $30.00 in cash plus 0.1574 shares of Brink’s common stock. The parties expect to file a Form S-4 and seek required shareholder and regulatory approvals.

Key Details

• Merger consideration: $30.00 cash + 0.1574 Brink’s shares per NCR Atleos share; cash paid for fractional shares.
• Financing commitment: bridge financing up to $2,276 million (base bridge) plus backstop facilities of up to $873 million and up to $1,350 million in certain contingencies to repay or refinance NCR Atleos debt if needed.
• Approvals & conditions: deal is subject to NCR Atleos and Brink’s shareholder approvals, antitrust/HSR clearance, other governmental approvals (including certain Money Transmitter Licenses), S-4 effectiveness, and NYSE listing approval for the issued Brink’s shares.
• Equity treatment: NCR Atleos RSUs/PSUs generally converted into Brink’s RSUs/PSUs (adjusted by an Equity Award Conversion Ratio); performance RSUs deemed satisfied through closing (payable at up to 100%); options are cashed out based on excess of merger consideration over exercise price (out-of-the-money options canceled); NCR Atleos ESPP to be terminated.

Why It Matters

• This is a material acquisition for Brink’s: it combines NCR Atleos into Brink’s operations in a deal paid partly in cash and partly in stock, which will dilute existing Brink’s shareholders and change pro forma capital structure.
• The transaction relies on substantial bridge financing and potential refinancing or repayment of NCR Atleos’ existing debt, so closing will depend on financing and required consents.
• Multiple approvals and customary closing conditions (including antitrust clearances and shareholder votes) must be met before closing; if the deal fails under certain circumstances, either party may owe a significant termination fee ($145M or $175M depending on who terminates).
• If completed, NCR Atleos common shares will be delisted and deregistered, and certain equity awards will be converted or cashed out—important for NCR Atleos employees and shareholders to review the detailed treatment in the full agreement.