[8-K] NCR Atleos Corp Reports Material Event
Rhea-AI Filing Summary
NCR Atleos Corporation announced a consent solicitation for holders of its 9.500% Senior Secured Notes due 2029. The company is asking noteholders to approve amendments so that its planned merger with The Brink’s Company will not be treated as a Change of Control under the indenture.
Holders who consent by the stated deadlines and if a majority in principal amount approves are eligible for a cash payment of $1.25 per $1,000 principal, payable only if the required consents are received and the Brink’s mergers close. The merger agreement is not conditioned on the success of this consent process.
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Insights
NCR Atleos seeks noteholder consent to avoid a change-of-control trigger on its 2029 secured notes tied to the Brink’s merger.
NCR Atleos is asking holders of its 9.500% Senior Secured Notes due
To implement the amendments, holders of at least a majority in aggregate principal amount must consent. As an incentive, consenting holders on the
The merger obligations are explicitly not conditioned on success of the consent solicitation, so the transaction can proceed regardless of bondholder response. Actual outcomes for noteholders and shareholders will depend on whether the majority threshold is reached and on subsequent completion of the Brink’s mergers.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On March 5, 2026, NCR Atleos Corporation (the “Company”) announced that it has commenced a solicitation of consents (the “Consent Solicitation”) from the holders of its 9.500% Senior Secured Notes due 2029 (the “Notes”) to amend certain provisions of the indenture governing the Notes (the “Indenture”).
The Consent Solicitation is being conducted in connection with the Company’s previously announced agreement to merge (the “Merger”) with The Brink’s Company, a Virginia corporation (“Brink’s”), pursuant to the Agreement and Plan of Merger, dated as of February 26, 2026 (the “Merger Agreement”). The Company is soliciting consents to amend the defined term “Change of Control” to provide that the Merger will not constitute a Change of Control and to add or amend certain other defined terms contained in the Indenture related to the foregoing. The obligations of the Company, Brink’s and the other parties to the Merger Agreement to consummate the Merger in accordance with the terms thereof are not conditioned on a successful completion of the Consent Solicitation.
In connection with the Consent Solicitation, the Company issued a press release on March 5, 2026 announcing the commencement of the Consent Solicitation. A copy of such press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) 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 and is not incorporated by reference into any filing of Brink’s under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “assume,” “could,” “estimate,” “expect,” “target,” “possible,” “project,” “predict,” “intend,” “plan,” “believe,” “potential,” “may,” “should”, “will” and similar expressions are based on current expectations and assumptions and are subject to risks, uncertainties and contingencies, many of which are beyond our control and difficult to predict or quantify, and which could cause actual results to differ materially from those that are anticipated.
Factors that could cause actual results to differ include, but are not limited to: Brink’s ability to consummate the proposed transaction with the Company (the “Transactions”); the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; Brink’s ability to finance the Transactions; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Transactions and the need to generate sufficient cash flows to service and repay such debt; failure to consummate any anticipated repayment of the combined company’s indebtedness in the expected timeframe or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Transactions; failure to realize the anticipated benefits and synergies of the Transactions in the expected timeframe or at all, including as a result of a delay in consummating the Transactions; the success of integration plans and the time required to successfully integrate the Company’s operations with those of Brink’s; the focus of management’s time and attention on the Transactions and other potential disruptions arising from the Transactions; the effects of the announcement of the Transactions on Brink’s or the Company’s businesses; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with banks, employees, customers or suppliers) may be greater than expected following the public announcement of the Transactions; Brink’s or the Company’s ability to retain certain key employees following the public announcement of the Transactions; the potential for litigation related to the Transactions; Brink’s or the Company’s ability to obtain certain third party or governmental regulatory consents, approvals or clearances; potential undisclosed liabilities of the Company not identified during the due diligence process; the impact of the Transactions on the market price of Brink’s or the Company’s common stock and/or operating results; and general economic conditions that are less favorable than expected.
Additional information concerning other risk factors is also contained in Part I, Item 1A “Risk Factors” of (i) Brink’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and (ii) the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 and, in each case, in subsequent filings with the SEC.
The forward-looking information included in this Current Report on Form 8-K is representative only as of the date of this Current Report on Form 8-K and Brink’s and the Company undertake no obligation to update, revise or clarify any information contained in this Current Report on Form 8-K or forward-looking statements that may be made from time to time on either of their behalf, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
In connection with the Transactions, Brink’s will file with the SEC the registration statement on Form S-4 (the “Registration Statement”), which will include (i) a preliminary joint proxy statement of both companies, the definitive version of which will separately be sent or provided to Brink’s shareholders and the Company’s stockholders, and (ii) a prospectus of Brink’s relating to the offer of Brink’s securities to be issued to the Company’s stockholders in connection with the completion of the Transactions. Brink’s and the Company may also file other documents with the SEC regarding the Transactions. This Current Report on Form 8-K is not a substitute for the Registration Statement, the preliminary proxy statement/prospectus or any other document which Brink’s or the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS.
Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus (when it is available) and other documents that are filed with the SEC or will be filed with the SEC by Brink’s or the Company (when they become available) through the website maintained by the SEC at http://www.sec.gov or from Brink’s at its website, https://us.brinks.com/ or from the Company at its website, https://investor.ncratleos.com/.
Participants in the Solicitation
Brink’s, the Company, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Brink’s or the stockholders of the Company in connection with the Transactions under the rules of the SEC. Information about the interests of the directors and executive officers of Brink’s and the Company and other persons who may be deemed to be participants in the solicitation of shareholders of Brink’s or the stockholders of the Company in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus related to the Transactions, which will be filed with the SEC. Additional information (i) about Brink’s, the directors and executive officers of Brink’s and their ownership of Brink’s Common Stock can also be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026, and its definitive proxy statement, as filed with the SEC on March 21, 2025, and other documents subsequently filed by Brink’s with the SEC and (ii) about the Company, the directors and executive officers of the Company and their ownership of the Company Common Stock can also be found in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, and its definitive proxy statement, as filed with the SEC on April 4, 2025, and other documents subsequently filed by the Company with the SEC. Free copies of these documents may be obtained as described above. To the extent holdings of Brink’s or the Company’s securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement/prospectus relating to the Transactions when it is filed with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or the solicitation of any vote or approval with respect to the Transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated March 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
SIGNATURES
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 hereunto duly authorized.
| NCR Atleos Corporation | ||
| By | /s/ Ricardo J. Nuñez | |
| Name: | Ricardo J. Nuñez | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Date: March 5, 2026
Exhibit 99.1
NEWS RELEASE
NCR Atleos Corporation Announces
Consent Solicitation
for Outstanding Senior Secured Notes
ATLANTA, March 5, 2026—NCR Atleos Corporation (NYSE: NATL) (“Atleos” or the “Company”), today announced a solicitation of consents (the “Consent Solicitation”) from holders (the “Holders”) of its 9.500% Senior Secured Notes due 2029 (the “Notes”) commencing on March 5, 2026 for the adoption of certain proposed amendments described below (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”).
As previously disclosed on February 26, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, The Brink’s Company, a Virginia corporation (“Brink’s”), 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 II”). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, the Company will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s. The obligations of the Company, Brink’s and the other parties to the Merger Agreement to consummate the Mergers in accordance with the terms thereof are not conditioned on a successful completion of the Consent Solicitation.
The Proposed Amendments seek to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms contained in the Indenture related to the foregoing.
The record date for the Consent Solicitation (the “Record Date”) is 5:00 p.m., New York City time, on March 4, 2026. The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 11, 2026, unless extended or terminated by the Company in its sole discretion (such date and time, as the same may be extended or terminated, the “Expiration Date”).
If the Holders of at least a majority in aggregate principal amount of the outstanding Notes validly deliver consents to the Proposed Amendments (the “Required Consents”) on or prior to the Expiration Date and do not revoke the Required Consents on or prior to the earlier of the Consent Time (as defined below) and the Expiration Date, the Company expects to execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendments with respect to the Notes (such time of execution, the “Consent Time”).
The Supplemental Indenture will be effective immediately upon execution thereof as to all Holders of the Notes and their transferees, whether or not a Holder has delivered a consent. The earlier to occur of the Consent Time and the Expiration Date is referred to as the “Revocation Deadline.” The Proposed Amendments will not become operative with respect to the Notes until immediately prior to the effective time of the First Merger and will cease to become operative if the First Merger is not consummated or the Company does not pay the Consent Fee to the Paying Agent on behalf of the Holders. Consents to the Proposed Amendments may be revoked at any time prior to the Revocation Deadline, but not thereafter.
Subject to the terms and conditions set forth in the Statement (as defined below), Holders who validly deliver the consents to the Proposed Amendments in the manner described in the Statement will be eligible to receive an aggregate cash payment (the “Consent Payment”) of $1.25 per $1,000 principal amount of the Notes, in each case for the benefit of the Holders of the Notes on the Record Date that have validly delivered a consent to the Proposed Amendments on or prior to the earlier of the Expiration Date and the Consent Time and have not validly revoked their consent prior to the Revocation Deadline. If the Required Consents for the Notes are not delivered, no Holder of the Notes, including Holders who have validly delivered their consent, will be eligible to receive the Consent Payment for the Notes. Holders of the Notes for which no consent is delivered will not receive the Consent Payment, even though the Proposed Amendments, once effective, will bind all Holders of the Notes and their transferees.
The Consent Payment is subject to customary conditions and will only be payable upon and subject to the occurrence of, among other things, the receipt of the Required Consents and the closing of the Mergers, in each case in accordance with the terms and conditions set forth in the consent solicitation statement dated the date hereof (the “Statement”).
The Company reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation, in each case with respect to the Notes, at any time.
Morgan Stanley & Co. LLC and Truist Securities, Inc. are severally serving as solicitation agents in the Consent Solicitation and D.F. King & Co. Inc. has been retained to serve as the information, tabulation and paying agent. Persons with questions regarding the Consent Solicitation should contact Morgan Stanley & Co. LLC at (toll free) (800) 624-1808 or (collect) (212) 761-1057 or by e-mail at LMNY@morganstanley.com or Truist Securities, Inc. at (toll free) (833) 594-7730 or by e-mail at LiabilityManagement@truist.com. Requests for the Statement should be directed to D.F. King & Co. Inc., at (toll free) (800) 893-5865, (banks and brokers) (212) 784-6888 or by email to brinks@dfking.com.
None of the Company, the solicitation agent, the information agent, the tabulation agent or the Indenture trustee or any of their respective affiliates is making any recommendation as to whether Holders of the Notes should deliver consents in response to the Consent Solicitation. Holders must make their own decision as to whether to deliver consents.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Company is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Company’s behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Neither the Statement nor any documents related to the Consent Solicitation have been filed with, or approved or reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
News Media Contact
Scott Sykes
NCR Atleos Corporation
scott.sykes@ncratleos.com
Investor Contact
Melanie Skijus
NCR Atleos Corporation
melanie.skijus@ncratleos.com
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About NCR Atleos
NCR Atleos (NYSE: NATL) is the leader in expanding self-service financial access, with industry-leading ATM expertise and experience, unrivalled operational scale including the largest independently-owned ATM network, always-on global services and constant innovation. NCR Atleos improves operational efficiency for financial institutions, drives footfall for retailers and enables digital-first financial self-service experiences for consumers. For more information, visit www.ncratleos.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “assume,” “could,” “estimate,” “expect,” “target,” “possible,” “project,” “predict,” “intend,” “plan,” “believe,” “potential,” “may,” “should”, “will” and similar expressions are based on current expectations and assumptions and are subject to risks, uncertainties and contingencies, many of which are beyond our control and difficult to predict or quantify, and which could cause actual results to differ materially from those that are anticipated.
Factors that could cause actual results to differ include, but are not limited to: Brink’s ability to consummate the proposed transaction with NCR Atleos Corporation (“NCR Atleos”) (the “Transaction”); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; Brink’s ability to finance the Transaction; Brink’s indebtedness, including the substantial indebtedness Brink’s will incur in connection with the Transaction and the need to generate sufficient cash flows to service and repay such debt; failure to consummate any anticipated repayment of the combined company’s indebtedness in the expected timeframe or at all; failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise; failure to satisfy any other conditions to closing of the Transaction; failure to realize the anticipated benefits and synergies of the Transaction in the expected timeframe or at all, including as a result of a delay in consummating the Transaction; the success of integration plans and the time required to successfully integrate NCR Atleos’ operations with those of Brink’s; the focus of management’s time and attention on the Transaction and other potential disruptions arising from the Transaction; the effects of the announcement of the Transaction on Brink’s or NCR Atleos’ businesses; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with banks, employees, customers or suppliers) may be greater than expected following the public announcement of the Transaction; Brink’s or NCR Atleos’ ability to retain certain key employees following the public announcement of the Transaction; the potential for litigation related to the Transaction; Brink's or NCR Atleos’ ability to obtain certain third party or governmental regulatory consents, approvals or clearances; potential undisclosed liabilities of NCR Atleos not identified during the due diligence process; the impact of the Transaction on the market price of Brink’s or NCR Atleos’ common stock and/or operating results; and general economic conditions that are less favorable than expected.
Additional information concerning other risk factors is also contained in Part I, Item 1A “Risk Factors” of (i) Brink’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, and (ii) NCR Atleos’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026 and, in each case, in subsequent filings with the SEC.
The forward-looking information included in this release is representative only as of the date of this document and Brink's and NCR Atleos undertake no obligation to update, revise or clarify any information contained in this document or forward-looking statements that may be made from time to time on either of their behalf, whether as a result of new information, future events or otherwise, except as required by law.
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Filing Exhibits & Attachments
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