Business Context and Reporting Period
This Form 8-K, dated June 18, 2026, reports on the proposed merger between NCR Atleos Corp and The Brink's Company. The transaction was originally announced on February 26, 2026, with special shareholder meetings scheduled for June 30, 2026. The filing serves as a voluntary supplement to the joint proxy statement/prospectus to address shareholder litigation and provide additional disclosure regarding the merger's financial analysis and background.
Key Financial Metrics and Transaction Details
The filing does not report current period revenue, profit, or cash flow for NCR Atleos. Instead, it discloses specific financial assumptions used in valuation analyses by financial advisors Morgan Stanley and J.P. Morgan:
- Net Debt (NCR Atleos): $2,722 million (per Morgan Stanley, as of Dec 31, 2025) and $2,621 million (per J.P. Morgan).
- Net Debt (Brink's): $2,743 million (per Morgan Stanley, as of Dec 31, 2025) and $2,617 million (per J.P. Morgan).
- Transaction Fees: Estimated one-time transaction fees of $231 million.
- Advisor Fees (J.P. Morgan): Estimated aggregate fee of $43.0 million to NCR Atleos, with an additional potential fee of $7.0 million.
- Valuation Multiples (Comparable Companies): Brink's trading at 8.0x 2026E EBITDA; NCR Atleos comparable median at 7.4x 2026E EBITDA.
- Pro Forma Ownership: Former NCR Atleos stockholders estimated to own 22.4% of the combined company.
Material Changes and Litigation
Two shareholder lawsuits challenging the merger were filed in New York Supreme Court on June 10 and June 11, 2026 (Connolly v. NCR Atleos Corp. and Thompson v. NCR Atleos Corp.). Plaintiffs allege negligent misrepresentation and concealment regarding the proxy statement. Additionally, demand letters alleging disclosure deficiencies have been received. In response, NCR Atleos and Brink's are voluntarily supplementing disclosures without admitting liability. Key supplemental disclosures include:
- Clarification that Brink's did not discuss the termination or continued employment of NCR Atleos executive officers prior to executing the Merger Agreement.
- Updated tables and methodologies for financial advisor valuation analyses (Comparable Company, Precedent Transactions, and Discounted Cash Flow).
Guidance, Outlook, and Risks
Both boards continue to unanimously recommend that shareholders vote "FOR" the merger proposals. The filing outlines significant risks, including the failure to consummate the merger, inability to finance the transaction, failure to realize synergies, and potential business disruption. The document contains forward-looking statements regarding projected cash flows for fiscal years 2026 through 2030 and terminal value multiples ranging from 5.5x to 8.0x depending on the analysis.
Investor Verification Checklist
- Verify the status of the shareholder lawsuits filed on June 10 and 11, 2026, and any potential injunctions.
- Review the full joint proxy statement/prospectus for the complete Merger Consideration terms and exchange ratios.
- Confirm the final net debt figures and capital structure assumptions used in the valuation models.
- Monitor the outcome of the special shareholder meetings scheduled for June 30, 2026.
- Assess the impact of the disclosed transaction fees ($231 million) and advisor fees on the combined entity's liquidity.