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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 001-09148 THE BRINK’S COMPANY (Exact name of registrant as specified in its charter) Virginia 54-1317776 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 18100, 1801 Bayberry Court Richmond, Virginia 23226-8100 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (804) 289-9600 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered The Brink’s Company Common Stock, Par Value $1 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. -
After the Storm: Unmasking Publicly-Traded, Private Equity Firms to Create Value Through Shareholder Democracy
10 10 GOMBERG.DOCX 3/18/2010 5:03 PM AFTER THE STORM: UNMASKING PUBLICLY-TRADED, PRIVATE EQUITY FIRMS TO CREATE VALUE THROUGH SHAREHOLDER DEMOCRACY Trevor M. Gomberg* I. INTRODUCTION On June 21, 2007, The Blackstone Group L.P. (“Blackstone”), a prominent private equity firm, conducted its initial public offering (“IPO”) of 133.3 million shares of “common units representing limited partner interests,” raising $4.133 billion from public investors.1 Within two weeks of Blackstone’s IPO, Kohlberg, Kravis, Roberts & Co. L.P. (“KKR”), another reputable private equity firm, filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”), intending to raise cash from the public markets.2 Investment banks and journalists reacted in an overwhelmingly positive way to Blackstone’s IPO. Wall Street analysts “positively gushed” over the prospect of Blackstone trading publicly; the strength of its portfolio holdings makes the firm a great investment.3 “Wall Street firms rushed in to advise investors to buy, buy, buy . [as] most of the underwriters came out with positive ratings.”4 Analysts in particular noted Blackstone’s ability to remain profitable even during down markets.5 With a stellar reputation and analyst praise, the IPO may have a far-reaching impact on an industry thrust in the spotlight. * J.D. 2009, cum laude, Albany Law School. I would like to thank Clinical Professor Christine Sgarlata Chung for her resourcefulness and guidance. 1 Press Release, The Blackstone Group, The Blackstone Group Prices $4.133 Billion Initial Public Offering (June 21, 2007), available at http://www.blackstone.com/cps/rde/xchg/bxcom/hs/news_pressrelease_3433.htm. -
Shareholder Activism: Standing up for Sustainability?
Shareholder activism: Standing up for sustainability? REPORT Shareholder activism: Standing up for sustainability? - 1 CONTENTS PREFACE........................................................................................................................4 EXECUTIVE SUMMARY.................................................................................................6 SHAREHOLDER ACTIVISM CASES...............................................................................8 PASSIVE SHAREHOLDING AND THE ‘BATTLE FOR THE SOUL OF CAPITALISM’ ....9 SHAREHOLDER ACTIVISM IN NUMBERS..................................................................10 SHAREHOLDER ACTIVISM FOR SUSTAINABILITY.....................................................11 MATERIALITY AND REPUTATION..............................................................................13 PUBLIC POLICY TRENDS AND SHAREHOLDER RIGHTS..........................................16 THE FUTURE OF SHAREHOLDER ACTIVISM.............................................................19 ANNEX I: ACTIVIST INVESTORS IN SELECTED COUNTRIES.....................................21 ANNEX II: PROXY COMPANIES...................................................................................21 ANNEX III: OVERVIEW OF ACTORS IN ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) SHAREHOLDER ACTIVISM......................................................22 REFERENCES................................................................................................................24 SOURCES.....................................................................................................................27 -
Review and Analysis of 2018 U.S. Shareholder Activism
Review and Analysis of 2018 U.S. Shareholder Activism March 14, 2019 5% increase in total number of publicly announced campaigns against U.S. issuers Elliott, Starboard and Spruce Point lead the way with the most publicly announced campaigns against U.S. issuers Infrequent activists bring 68% of all publicly announced campaigns, up from 56% 56% increase in board seats obtained per announced 2018 campaign, as activists on average obtained 0.8 board seats per campaign Issuers with market capitalizations between $1 – $10 billion targeted in 40% of announced 2018 campaigns despite comprising only 21% of Russell 3000 companies 37% of activist campaigns focus on M&A objectives, up www.sullcrom.com from 26% new york . washington, d.c. Proxy contests focusing on board-related governance los angeles . palo alto matters decrease significantly from 51% to 14% london . paris frankfurt . brussels Proportion of publicly filed settlement agreements tokyo . hong kong . beijing expressly permitting information sharing with the melbourne . sydney activist fund drops from 18% to 7% Introduction On the surface, the 2018 activism data is largely consistent with 2017, but with an uptick in overall activity. The amount of capital invested in new activist positions in 2018 was up approximately $2.5 billion from 2017,1 and activists won more board seats in 2018 than in 2017, mostly through settlements. Although several well-known activists (including Third Point, Pershing Square and Greenlight Capital) announced disappointing investment results in 2018, and the industry experienced negative net asset flows overall, activist funds continue to attract substantial new capital. REVIEW AND ANALYSIS OF 2018 U.S. -
The Costs of Shareholder Activism: Evidence from a Sequential Decision Model
University of Pennsylvania ScholarlyCommons Publicly Accessible Penn Dissertations Fall 2011 The Costs of Shareholder Activism: Evidence from a Sequential Decision Model Nickolay M. Gantchev University of Pennsylvania, [email protected] Follow this and additional works at: https://repository.upenn.edu/edissertations Part of the Corporate Finance Commons, Econometrics Commons, and the Finance Commons Recommended Citation Gantchev, Nickolay M., "The Costs of Shareholder Activism: Evidence from a Sequential Decision Model" (2011). Publicly Accessible Penn Dissertations. 442. https://repository.upenn.edu/edissertations/442 This paper is posted at ScholarlyCommons. https://repository.upenn.edu/edissertations/442 For more information, please contact [email protected]. The Costs of Shareholder Activism: Evidence from a Sequential Decision Model Abstract Recent work on hedge fund activism documents substantial abnormal returns but fails to answer the question whether these returns cover the large costs of activist campaigns. This paper provides benchmarks for monitoring costs and evaluates the net returns to activism. I model activism as a sequential decision process consisting of demand negotiations, board representation and proxy contest and estimate the costs of each distinct stage. A campaign ending in a proxy fight has average costs of $10.71 million. The proxy contest is the most expensive stage, followed by demand negotiations. The estimated monitoring costs consume more than two-thirds of gross activist returns implying that the net returns to activism are significantly lower than previously thought. Even though the mean net return is close to zero, the top quartile of activists earn higher returns on their activist holdings than on their non- activist investments. -
Debtholder Responses to Shareholder Activism: Evidence from Hedge Fund Interventions
Debtholder Responses to Shareholder Activism: Evidence from Hedge Fund Interventions Jayanthi Sunder Eller School of Management, University of Arizona Phone: (520) 621-8489 Email: [email protected] Shyam V. Sunder Eller School of Management, University of Arizona Phone: (520) 621-4830 Email: [email protected] Wan Wongsunwai Kellogg School of Management, Northwestern University Phone: (847) 491-2658 Email: [email protected] September 2011 We thank the Accounting Research Center and the Revsine Research Fellowship at the Kellogg School of Management for funding this research. We also thank participants at the Information, Markets, and Organizations Conference at Harvard Business School and FARS Conference 2011, and workshop participants at the University of Illinois at Chicago for helpful comments and suggestions. Gary Chen provided excellent research assistance. All errors remain ours. Debtholder Responses to Shareholder Activism: Evidence from Hedge Fund Interventions Abstract We investigate the effect of shareholder activism on debtholders. We examine a sample of private loans taken out by firms targeted by hedge fund shareholder activists between 1995 and 2008. We find that lenders’ reaction to hedge fund intervention is conditional on the nature of the shareholder activism. We compare spreads in loan contracts of target firms before and after intervention by activist hedge funds. While lenders charge higher spreads when the activist’s objective is to force the target into being acquired or to increase payouts to shareholders, they charge lower spreads when the activist’s objective is to block a takeover of the target or to oust an entrenched CEO. We also find that the proportion of general covenants to total covenants increases when the target is likely to be sold after entry of the activist shareholder. -
The Effect of Shareholder Activism on Corporate
Shareholder Engagement Survey Report B.qxp_Layout 1 7/26/16 1:14 PM Page 1 THE EFFECT OF SHAREHOLDER ACTIVISM ON CORPORATE STRATEGY A 2016 NYSE GOVERNANCE SERVICES/EVERCORE/SPENCER STUART SURVEY REPORT Shareholder Engagement Survey Report B.qxp_Layout 1 7/26/16 1:07 PM Page 2 SHAREHOLDER ACTIVISM 2 SHAREHOLDER ACTIVISM SURVEY REPORT 2016 Shareholder Engagement Survey Report B.qxp_Layout 1 7/26/16 1:08 PM Page 3 SHAREHOLDER ACTIVIST CAMPAIGNS HAVE RISEN PRECIPITOUSLY OVER THE PAST FEW YEARS, fueled by a robust M&A environment, increased economic pressure, and a change in the investor base of most companies. Across the corporate and political spectrum, there are strong advocates for activism; there are also those with equally staunch beliefs that activists distract the work of the board and destruct shareholder value. No matter the lens, most agree activists have changed their approach from “predatory” to “prepared”—often utilizing their vast resources to provide compelling rationale backed by thorough and complex analytics. At a recent shareholder engagement roundtable comprising corporate executives, board members, investors, and advisers—convened by NYSE Governance Services as part of its Future of Responsibility, Governance, and Ethics (FORGE) initiative—some participants declared their belief that activism has evolved as a practice that is creating companies with better governance and increased value for shareholders, while others emphasized the short-term focus of many activists, which can cause a negative impact on long-term investment and employment, as well as the risk of overleveraging the company. To better understand the issues and gain broader insight and perspective on the state of shareholder activism, we took to the field to survey more than 300 directors of publicly traded US companies. -
The Pennsylvania State University Schreyer Honors College
THE PENNSYLVANIA STATE UNIVERSITY SCHREYER HONORS COLLEGE DEPARTMENT OF FINANCE VALUE CREATION AND PROMINENT SHAREHOLDER ACTIVISTS MICHAEL MATHIS SPRING 2013 A thesis submitted in partial fulfillment of the requirements for a baccalaureate degree in Finance with honors in Finance Reviewed and approved* by the following: J. Randall Woolridge Professor of Finance Thesis Supervisor James Miles Professor of Finance Honors Adviser * Signatures are on file in the Schreyer Honors College. i ABSTRACT The topic of shareholder activism has continued to gain popularity and interest across the financial community over the past several years. It’s an incredibly interesting mode of investing that comes with a significant amount of controversy. Companies targeted by activist investors feel tremendous amounts of pressure as the competency of their leaders is called into question for all shareholders to see. With its way of shaking things up and its increased popularity, the effectiveness of this unique mode of investing has been studied more and more in the last decade. This paper seeks to add to these studies by determining whether or not prominent activist investors are able to create value in the companies they target in both the short-term and long- term. The prominent activist hedge fund managers targeted in this study are Bill Ackman, Nelson Peltz, Daniel Loeb, Philip Falcone, and Carl Icahn. There are previous studies that focus on shareholder activism in general, that study a single activist, and that study hedge fund activism. This study attempts to determine the effectiveness of these prominent activist hedge fund managers by building off of the phenomenal research completed by those before me. -
Guidance and Case Studies for ESG Integration
GUIDANCE AND CASE STUDIES FOR ESG INTEGRATION: EQUITIES AND FIXED INCOME CFA Institute is a global community of more than 150,000 investment professionals working to build an investment industry where investors’ interests come first, financial markets function at their best, and economies grow. The United Nations-supported Principles for Responsible Investment (PRI) Initiative is an international network of investors working together to put the six principles for responsible investment into practice. Its goal is to under- stand the implications of Environmental, Social and Governance issues (ESG) for investors and support signatories to incorporate these issues into their investment decision making and ownership practices. In implementing the principles, signatories contribute to the development of a more sustainable global financial system. There are currently more than 2000 signatories to the PRI who collectively manage approximately US$80 trillion in assets. Visit www.unpri.org. © 2018 CFA Institute. All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system, without permission of the copyright holder. Requests for permission to make copies of any part of the work should be mailed to: Copyright Permissions, CFA Institute, 915 East High Street, Charlottesville, Virginia 22902. CFA® and Chartered Financial Analyst® are trademarks owned by CFA Institute. To view a list of CFA Institute trademarks and the Guide for the Use of CFA Institute Marks, please visit our website at www.cfainstitute.org. CFA Institute does not provide investment, financial, tax, legal or other advice. -
Family Office 2017 Outlook
March 2017 | bloombergbriefs.com FAMILY OFFICE 2017 OUTLOOK Bloomberg Reports Managing Editor Contents Paul Smith 02 Billionaires Editor Darshini Shah 03 Launches Creative Director 04 Q&A: Jennifer Capouya, GenSpring Family Offices Robert Vargas 06 Hedge Funds Art Director Pekka Aalto 07 Q&A: Clark Cheng, Merrimac Contributing Art Directors 08 Venture Capital Ian Maready Chris Yerkes 10 Q&A: John Tsui, Peninsula House Marketing & Partnership Director 12 Wine Courtney Martens [email protected] 13 Art +1-212-617-2447 16 Philanthropy Advertising Lucy Rosen [email protected] +1-212-617-6759 Reprints & Permissions Lori Husted [email protected] +1-717-505-9701 x2204 To contact the editor responsible Darshini Shah [email protected] +44-20-3525-0790 Produced by Bloomberg Briefs On the Bloomberg terminal at BRIEF<GO> Take your free trial of Bloomberg Brief newsletters today The newsletters pull together reporting, insight and analysis of over 45 senior editorial staff and dedicated economists to help you stay informed and ready for your daily business needs. To set up your free trial Visit bloombergbriefs.com or call us at +1-212-617-9030. Ask about our group subscription savings. © 2017 Bloomberg LP. All rights reserved. This newsletter and its contents may not be forwarded or redistributed without the prior consent of Bloomberg. Please contact our reprints group listed above for more information. 1 BILLIONAIRES Many of the World’s Wealthiest People Are Getting Older — and Plotting What’s Next By TOM METCALF LORENZO SERVITJE SENDRA was Nearly Half of the World’s 500 Richest People Are Pensioners the oldest person on the Bloomberg Billionaires Index when he died in February with a $4.2 billion fortune. -
Tomorrow's Titans 2016 Introduction
ADAM BERNSTEIN SCOTT BESSENT DIANE MCKEEVER CARSON BLOCK DIDRIC CEDERHOLM EDWARD V. DENOBLE T. TROY DIXON MIGUEL FIDALGO KEVIN GRIFFIN PHILIP HILAL MATTHEW IORIO DAN KAMENSKY MARC LIPSCHULTZ/DOUG OSTROVER POOJA MALIK MARK MCKENNA JOHN MELSOM JAMIE MENDOLA DAVID MENERET DENNIS RUGGERE/ THOMAS EINHORN ZACHARY SCHREIBER PAVANDEEP SETHI BOAZ SIDIKARO RAJIV SOBTI NICK TILLER ASHWIN VASAN SHAHRAAB AHMAD ELIF AKTUG SIMON DAVIES CHRIS DALE GERLOF DE VRIJ ANDREW DICKSON GREGOIRE DOOMS BRUCE EMERY DAVID FEAR JAMES HOLLOWAY/IAIN BUCHANAN FREDRIK JUNTTI STEPHEN KIRK SELVAN MASIL EDWARD MISRAHI JOSEPH OUGHOURLIAN NEIL PHILIPS/JONATHAN FAYMAN FEDERICO RIGGIO CHRIS ROKOS MICHAEL SIDHOM NEIL TOFTS GUILLAUME TOUZE/PAUL-GEORGES MOUCAN JASON BROWN ARJUN MENON LYLE PAKULA YUET WEI WAN ADAM BERNSTEIN SCOTT BESSENT DIANE MCKEEVER CARSON BLOCK DIDRIC CEDERHOLM EDWARD V. DENOBLE T. TROY DIXON MIGUEL FIDALGO KEVIN GRIFFIN PHILIP HILAL MATTHEW IORIO DAN KAMENSKY MARC LIPSCHULTZ/DOUG OSTROVER POOJA MALIK MARK MCKENNA JOHN MELSOM JAMIE MENDOLA DAVID MENERET DENNIS RUGGERE/ THOMAS EINHORN ZACHARY SCHREIBER PAVANDEEP SETHI BOAZ SIDIKARO RAJIV SOBTI NICK TILLER ASHWIN VASAN SHAHRAAB AHMAD ELIF AKTUG SIMON DAVIES CHRIS DALE GERLOF DE VRIJ ANDREW DICKSON GREGOIRE DOOMS BRUCE EMERY DAVID FEAR JAMES HOLLOWAY/IAIN BUCHANAN FREDRIK JUNTTI STEPHEN KIRK SELVAN MASIL EDWARD MISRAHI JOSEPH OUGHOURLIAN NEIL PHILIPS/ JONATHAN FAYMAN FEDERICO RIGGIO CHRIS ROKOS MICHAEL SIDHOM NEIL TOFTS GUILLAUME TOUZE/PAUL-GEORGES MOUCAN JASON BROWN ARJUN MENON LYLE PAKULA YUET WEI WAN ADAM BERNSTEIN -
Ex-Goldman Energy Head Taps Commodity Finance
The long and the short of it www.hfmweek.com ISSUE 406 4 FEB 2016 CREDIT SUISSE’S EMEA PRIME CO-HEAD TO LEAVE ARGENTINA Dougal Brech departing to pursue own interests PEOPLE MOVES 06 OPENS UP EX-BLUEMOUNTAIN DUO LAUNCH EM RELATIVE VALUE FUND MEET THE FUND WHOSE Pair are spotting price dislocation opportunities 10 LAUNCHES PM BECAME ARGENTINA’S EX-GOLDMAN ENERGY HEAD TAPS COMMODITY FINANCE GAP FINANCE SECRETARY Neil West is chairman of Kris Tremaine’s start-up Kimura Capital LAUNCHES 11 ANALYSIS 23 Alt mutuals fight THE ALPHAPIPE-HFMWEEK back against SEC SERVICE PROVIDER derivatives plans Managers consider legal hedge funds have discussed SNAPSHOT challenge; CFTC structure floated the possibility of a procedural challenge to the rules, claim- Q4:15 BY SAM DALE ing the SEC would be exceed- ing its authority in the way it is LEADING ALTERNATIVE looking to impose the leverage MUTUAL fund managers limit. are plotting a fierce fightback Managers also say they have against the SEC’s derivatives been in early-stage talks with proposals through extensive the CFTC about the creation lobbying and a potential legal of a liquid alts structure operat- challenge and are even pushing ing outside of the ’40 Act with for a CFTC-regulated liquid alts similar rules to the European structure. Ucits regime. These talks Our research shows the latest market Rule 18f-4, proposed in began before the SEC’s deriva- December, would impose an tives plans were announced share shifts across prime brokers, exposure-based leverage limit but have grown in importance of 150% and strict asset segre- since then, say managers.