Pirate Capital To Brink's (BCO) CEO: Quit Flying Around in the Corporate Jet and Split-Up The Damn Company

In a 13D filing after the close Friday on Brink's Company (NYSE: BCO), Pirate Capital disclosed a letter to Chairman and CEO Michael T. Dan, reporting the results of a survey of the 100 largest shareholders indicating they support the separation of the company into two publicly traded companies through a tax-free split-up.

In the letter Pirate Capital's Thomas R. Hudson said, "While a sale of the company, as opposed to a tax-free split-up, could be more lucrative to you under your change in control agreement with Brink's, potentially enriching you with millions of dollars, I believe the survey is conclusive as to the large shareholder preference for a split-up. Based on the survey (excluding quantitative/indexed shareholders that could not take part), DF King concluded that a majority of the shareholders surveyed supported a tax-free split-up."

Hudson also said, "I think it is reasonable to assume that if you, as Chief Executive Officer and Chairman of the Board of Brink's, do not now pursue such a strategy with the board, that other shareholders may consider voting you off the board at the 2008 annual meeting. Maybe if you spent less time driving around in company provided cars, flying around in corporate aircraft, or golfing at the corporate golf course, and instead focused on listening to the owners of the company (the shareholders), you would be able to move the company strategically in the direction apparently favored by shareholders."

Hudson is a member of Brink's Board of Directors.

A Copy of the Letter:

Dear Michael:

Pirate Capital LLC, at considerable expense, hired D.F. King & Co., Inc. ("DFKing") to conduct a survey (based on best available public information) of the100 largest shareholders of The Brink's Company ("Brink's") to determine the extent of shareholder interest in having Brink's separated into two publicly traded companies through a tax-free split-up. While a sale of the company, as opposed to a tax-free split-up, could be more lucrative to you under your change in control agreement with Brink's, potentially enriching you with millions of dollars, I believe the survey is conclusive as to the large shareholder preference for a split-up. Based on the survey (excluding quantitative/indexed shareholders that could not take part), DF King concluded that a majority of the shareholders surveyed supported a tax-free split-up. A summary of the survey provided by DF King is attached as Appendix A. I think it is reasonable to assume that if you, as Chief Executive Officer and Chairman of the Board of Brink's, do not now pursue such a strategy with the board, that other shareholders may consider voting you off the board at the 2008 annual meeting.Maybe if you spent less time driving around in company provided cars, flying around in corporate aircraft, or golfing at the corporate golf course, and instead focused on listening to the owners of the company (the shareholders),you would be able to move the company strategically in the direction apparently favored by shareholders.

Brink's latest earnings release and your public comments stating that you "live inside the house," and suggesting that you had superior knowledge as to why only the status quo was an appropriate course of action for Brink's at this time(without giving any meaningful proof of that) is insulting to all shareholders.The shareholders of Brink's deserve to know why you (and/or the board) do not support a split-up of the company at this time given the shareholder analyses provided to you showing that such a split could significantly increase Brink's' share price.

You have publicly stated the board utilized the services of multiple advisors to reach the conclusion not to split the company at this time. Given that this outcome is inconsistent with the calls from the shareholder base to split the company, I believe that you should immediately release the advisor analyses to your shareholders (via a public filing) along with any presentations that may have been made to the board by these advisors. If there is any information that is truly sensitive to Brink's from a competitive standpoint, that information could easily be redacted. If the board, as you have publicly stated, truly analyzed multiple options for Brink's (which certainly would have included a split of the company), then publicly release the range of values (both trading and acquisition values if applicable) these advisors concluded would be possible for Brink's to achieve as two publicly traded entities. What are you afraid of Michael? If you and/or the board have decided the company should maintain the status quo then I believe you have an obligation to the shareholders (owners) of Brink's to tell them why (in detail, with supporting presentations) you wish to continue operating Brink's as a single entity and not pursue a simple split-up of the company to eliminate the conglomerate discount the company now suffers from.

These are not rhetorical questions Michael. I and the rest of the shareholder base deserve answers.

Respectfully,
Thomas R. Hudson Jr.
Manager

Pirate Capital Sends New Letter to Brinks (BCO), Wants Two Representatives on The Board

In a amended 13D filing on Brinks Co (NYSE: BCO) 8.5% holder Pirate Capital disclosed a new letter to the board of directors of the company, reiterating its request that the company retain an investment bank to examine strategic alternatives, questioning the Issuer's stated course of pursuing acquisitions, and recommending that two current Issuer Board members who are ineligible for re-election based on the Board's mandatory retirement age be replaced as nominees at the Issuer's 2007 annual meeting of shareholders by two Pirate Capital nominees, Thomas R. Hudson Jr. (Pirate Capital's founder and Manager) and Christopher Kelly (Pirate Capital's General Counsel and Chief Compliance Officer).

A Copy of the Letter:

In accordance with Article IV, Section 12 of the Bylaws (the "Bylaws") of The Brink's Company (the "Company") and the proxy statement of the Company released to shareholders on or about March 24, 2006, Jolly Roger Fund LP, aDelaware limited partnership (the "Fund"), hereby submits this written notice(this "Notice") to the Company c/o the Corporate Governance and NominatingCommittee, the Executive Session Chairman and the Corporate Secretary of itsintent to nominate Thomas R. Hudson Jr. and Christopher Kelly to the Board ofDirectors of the Company at the Company's 2007 annual meeting of shareholders (including any adjournments or postponements thereof or any special meeting thatmay be called in lieu thereof) (the "Annual Meeting"). Enclosed with this letterare the following exhibits: Exhibit A, Consents of the Nominees, Exhibit B,biographies of Mr. Hudson and Mr. Kelly, and Exhibit C, a list of the securitiestransactions of the members of the Pirate Capital Group (as defined below) for the last two years.

1. Name and Address; Class and Number of Shares of Stock Owned

The name and address of the Fund as it appears in the Company's stocktransfer books is Jolly Roger Fund LP, 200 Connecticut Avenue, 4th Floor,Norwalk, Connecticut 06854. The Fund is the record and beneficial owner of 100shares of common stock, $1 par value per share ("Common Stock"), of the Company and the beneficial owner ofan additional 412,282 shares of Common Stock (such 412,382 shares representingapproximately .85% of the outstanding shares of Common Stock). Pirate CapitalLLC ("Pirate Capital"), whose principal business is providing investmentmanagement services, is the general partner of the Fund. Mr. Hudson is theManager of Pirate Capital. Pirate Capital is also the investment adviser toJolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD,each an investment fund (collectively, with the Fund, the "Funds", and togetherwith Pirate Capital and Mr. Hudson, the "Pirate Capital Group"), which are thebeneficial owners, respectively, of 3,542,112 shares of Common Stock(approximately 7.30% of the outstanding shares), and 163,836 shares of CommonStock (approximately .34% of the outstanding shares). Mr. Hudson is also adirector of Jolly Roger Offshore Fund LTD and Jolly Roger Activist PortfolioCompany LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate Capital,may be deemed to be the beneficial owners of the 4,118,330 shares of CommonStock (approximately 8.49% of the outstanding shares) that are collectivelyowned by the Funds. Mr. Kelly beneficially owns 650 shares of Common Stock.

2. Representation

The Fund is a holder of record of capital stock of the Company entitledto vote at the Annual Meeting and a representative of the Fund intends to appearin person or by proxy at the Annual Meeting to nominate Mr. Hudson and Mr.Kelly. The undersigned represents that the Fund intends to deliver a proxystatement or form of proxy to the holders of at least the percentage of theCompany's outstanding capital stock required to elect Mr. Hudson and Mr. Kellyor otherwise to solicit proxies from shareholders in support of the nominations.

3. Nominations

The Fund hereby gives notice of its intent to nominate Mr. Hudson andMr. Kelly for election to the Board of Directors at the Annual Meeting.

The Fund reserves the right to nominate additional nominees for anyreason, including if the Company, by the appropriate corporate action, hasincreased or increases the number of directors to be elected at the AnnualMeeting or if the composition of the Board of Directors has changed prior to theAnnual Meeting. The Company is cautioned not to take any action that wouldadversely impact the Company's shareholders' right to support the Fund'snominations, including by appointing any new directors.

4. Interests Which the Fund May Have In Such Business

The Fund has no interest in the nominations to be brought before the Annual Meeting other than the interest which it shares in common with all otherowners of Common Stock, namely, an interest in seeing the Company achievefinancial prosperity and its participation through its shares of Common Stock inthe creation of shareholder value.

5. Consent of Nominees

Each of Mr. Hudson and Mr. Kelly has executed a consent indicating hisagreement to be nominated for election as a director of the Company and to serveas a director of the Company if elected at the Annual Meeting. A copy of each ofthe consents respectively executed by Mr. Hudson and Mr. Kelly are attached asExhibit A to this Notice.

6. Description of Arrangements or Understandings between Shareholders and Nominees

Neither Mr. Hudson nor Mr. Kelly will receive any compensation fromPirate Capital or the Funds for his service as a director of the Company ifelected. If elected, Mr. Hudson and Mr. Kelly will each be entitled to suchcompensation from the Company as is provided to other non-employee directors,which compensation is expected to be described in the Company's proxy statementfurnished to shareholders in connection with the Annual Meeting.

7. Other Information Regarding Nominees Required by Proxy Rules

Certain additional information regarding Mr. Hudson and Mr. Kelly isset forth in Exhibit B to this Notice.

Exhibit C sets forth for the Funds, Mr. Hudson and Mr. Kelly theirpurchases and sales of Common Stock (and common stock derivatives) within theprevious two years, the dates of the transactions and the amounts purchased or sold.

Except as disclosed herein or in any of the exhibits attached hereto,none of the Funds, Pirate Capital, Mr. Hudson or Mr. Kelly: (i) owns anysecurities of the Company of record but not beneficially; (ii) owns, nor do anyof their associates own, beneficially any securities of the Company; (iii) ownsany securities of any parent or subsidiary of the Company; (iv) has, nor do anyof their associates have, any arrangement or understanding with any person withrespect to any future employment by the Company or its affiliates; (v) has, nordo any of their associates have, any arrangement or understanding with anyperson with respect to any future transactions to which the Company or any ofits affiliates will or may be a party; (vi) had or will have, nor do any oftheir associates have or will have, a direct or indirect material interest inany transaction, arrangement or relationship, or series of similar transactions,arrangements or relationships since the beginning of the Company's last fiscalyear, or any currently proposed transaction, or series of similar transactions,arrangements or relationships to which the Company or any of its subsidiarieswas or is to be a party, in which the amount involved exceeds $120,000 (therepresentation in this subclause (vi) shall include any "related person" of Mr.Hudson or Mr. Kelly as defined in Instruction 1 to Item 404(a) of Regulation S-Kunder the Securities Act of 1933, as amended ("Regulation S-K")); (vii) has anysubstantial interest, direct or indirect, by security holdings or otherwise, inany matter to be acted upon at the Annual Meeting proposed in this Notice aside from their respectiveinterests as shareholders of the Company; (viii) has borrowed any funds for thepurpose of acquiring or holding any securities of the Company (except for marginborrowings for that purpose); (ix) is presently, or has been within the pastyear, a party to any contract, arrangement or understanding with any person withrespect to securities of the Company, including, but not limited to, jointventures, loan or option arrangements, puts or calls, guarantees against loss orguarantees of profit, division of losses or profits, or the giving orwithholding of proxies; (x) has, during the past ten years, been convicted in acriminal proceeding (excluding traffic violations or similar misdemeanors); (xi)has pledged or otherwise deposited as collateral any securities of the Company(except for pledges of securities in connection with margin borrowings) orcaused or agreed to permit such securities to be subject to any voting trust orother similar agreement or of any contract providing for the sale or otherdisposition of such securities; (xii) is aware of any arrangement (including anypledge, voting trust, or contract for sale) which may at a subsequent dateresult in a change in control of the Company; (xiii) is aware of anyarrangement, or has reason to believe that any arrangement exists, under which5% or more of any class of the Company's voting securities is held or is to beheld subject to any voting agreement, voting trust or other similar agreement;(xiv) is aware of any person or group that holds beneficial ownership of morethan 5% of the outstanding shares of the Company or has the right to acquirebeneficial ownership of more than 5% of such outstanding voting securities,except for persons or groups who may be identified through a review of publiclyavailable information regarding the beneficial ownership of the Company; (xv) isaware of any circumstance in which Mr. Hudson's or Mr. Kelly's election to theBoard of Directors of the Company would create a compensation committeeinterlock or other insider relationship as described in Item 407(e)(4) ofRegulation S-K; or (xvi) has, during the past five years, been involved in anyof the legal proceedings described in Item 401(f) of Regulation S-K. The term"associates" shall have the meaning as that term is defined in Rule 14a-1 ofRegulation 14A under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Notice, there are no materialproceedings (as described in Instruction 5 to Item 103 of Regulation S-K) inwhich Mr. Hudson or Mr. Kelly or any of their associates is a party adverse tothe Company or any of its subsidiaries, or in which Mr. Hudson or Mr. Kelly ortheir associates have a material interest adverse to the Company or any of itssubsidiaries.

Neither Mr. Hudson nor Mr. Kelly has ever served on the Board ofDirectors or otherwise been employed by the Company. Except as otherwise setforth in this Notice, neither Mr. Hudson, Mr. Kelly nor any of their associateshas received any cash compensation, cash bonuses, deferred compensation,compensation pursuant to other plans or other compensation from, or related to,services rendered on behalf of the Company, or is subject to any arrangementdescribed in Item 402 of Regulation S-K. There are no family relationships (asdefined in Section 401(d) of Regulation S-K) between Mr. Hudson, Mr. Kelly andany director or officer of the Company or, to Mr. Hudson's or Mr. Kelly'sknowledge, any other person nominated by the Company to become a director orexecutive officer. Neither Mr. Hudson nor Mr. Kelly is aware of any facts orcircumstances that would prevent him from being deemed an "independent" directoras defined in Attachment A to the Corporate Governance Policies of the Company(as in effect on the date hereof).

It is anticipated that the Funds and Pirate Capital, as well as certainemployees of Pirate Capital, will solicit proxies in connection with the mattersto be brought before the Annual Meeting and that Pirate Capital Group willengage a proxy solicitation agent whose fees and number of employees to beemployed for such solicitation would be agreed upon at the time of suchengagement. To the extent that any employee of Pirate Capital or the Fundsengages in solicitation activities, no such employee will receive any additionalcompensation for its efforts. The business address of each employee of PirateCapital or the Funds would be the same as that of its employer.

Pirate Capital, on behalf of the Funds, would bear the cost of suchproxy solicitation, but would intend to seek reimbursement for the cost of suchsolicitation from the Company if Mr. Hudson and/or Mr. Kelly are elected as adirector. Pirate Capital does not intend to seek shareholder approval for suchreimbursement. While no precise estimate of this cost can be made at the presenttime, Pirate Capital currently estimates that it would spend a total ofapproximately $750,000 for such solicitation of proxies, including expendituresfor attorneys, proxy solicitation agents, and advertising, public relations,printing, transportation and related expenses. As of the date hereof, PirateCapital has not incurred any solicitation expenses. In addition to solicitingproxies by mail, proxies may be solicited in person, by telephone, facsimile orother electronic means, through advertisements or otherwise.

8. Other Matters

Pursuant to Section 12(b)(B) of the Bylaws, please be advised that, bya letter addressed to the Company's Corporate Secretary, dated November 21,2006, the Fund has requested that its shareholder proposal be included in theCompany's proxy materials for the Annual Meeting. The proposal recommends thatthe Board of Directors of the Company hire an investment bank to considerstrategic alternatives aimed at maximizing shareholder value. A copy of thatletter, which was filed with the Securities and Exchange Commission (the"Commission") as an attachment to Form 13D (filed on November 21, 2006), ishereby incorporated by reference and is available at the Commission's website atwww.sec.gov.

The information included in this Notice and in the exhibits attachedhereto represents the Fund's best knowledge as of the date hereof. The Fundreserves the right, in the event such information shall be or become inaccurate,to provide corrective information to the Company as soon as reasonablypracticable, although the Fund does not commit to update any information whichmay change from and after the date hereof. If this Notice shall be deemed forany reason by a court of competent jurisdiction to be ineffective with respectto the nomination of Mr. Hudson and/or Mr. Kelly at the Annual Meeting, or ifeither or both of them shall be unable to serve for any reason, this Noticeshall continue to be effective with respect to any replacement nominee ornominees selected by the Fund.

Please be advised that neither the delivery of this Notice nor thedelivery of additional information, if any, provided by or on behalf of the Fundor any of its affiliates to the Company from and after the date hereof shall bedeemed to constitute an admission by the Fund or any of its affiliates that thisNotice or any such information is required or is in any way defective or as tothe legality or enforceability of any matter or a waiver by the Fund or any ofits affiliates of its right to, in any way, contest or challenge any suchmatter.

Please direct any questions regarding the information contained in thisNotice to Theodore Altman, Esq., DLA Piper US LLP, 1251 Avenue of the Americas,New York, New York 10020-1104, (212) 335-4560, and Robert G. Marks, Esq.,McGuireWoods LLP, 1750 Tysons Boulevard, Suite 1800, McLean, Virginia22102-4215, (703) 712-5061. In the event that the Company requires anyadditional information to determine the eligibility of Mr. Hudson and/or Mr.Kelly (or the eligibility of any additional or substitute nominee of the PirateCapital Group) to serve as a member of the Board of Directors of the Company,please advise Mr. Altman and Mr. Marks immediately.

Very truly yours,
JOLLY ROGER FUND LP
By: Pirate Capital LLC, its General Partner
Thomas R. Hudson Jr.
Manager

Pirate Capital's Hudson Joins Brink's (BCO) Board of Directors

After the close Thursday, The Brink's Company (NYSE: BCO) and Pirate Capital LLC announced they have reached an agreement. As part of the agreement, Thomas R. Hudson Jr., managing member of Pirate Capital, will join the Brink's board of directors at its upcoming February meeting.

Hudson will serve on the board's strategy, pension and finance, and executive committees.

Pirate Capital owns approximately 8.5% of the outstanding common stock of Brink's.
Pirate Capital had been pushing for two seat on the board and requested that the company retain an investment bank to examine strategic alternatives.

Link to past reports on the developments leading up to today's news

Pirate Capital Urges Brinks (BCO) to Hire Banker for Sale

In an amended 13D filing on Brinks Co. (NYSE: BCO) filed late Tuesday, Pirate Capital disclosed an 8.7% stake (4.1 million shares) in the company. The firm disclosed a letter sent to the board urging them to hire an investment advisor to explore the sale of the Company. The firm said, "We believe that an expected purchase price in the range of $68-$72 per share, reflecting an enterprise value of approximately 8.5-9X our 2006 EBITDA estimate, could prove conservative."

A copy of the letter:

Dear Members of the Board:

Pirate Capital LLC, as the investment advisor to Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, is the largest beneficial owner (according to public filings) of The Brink's Company, Inc. ("BCO" or the "Company"). We have been a long-term investor, and believe that the market price of BCO shares fails to reflect the value embedded in its two premier security businesses, the potential for margin recovery at Brink's, Inc., and the stable cash flows generated by Brink's Home Security. We are writing this letter to encourage the Board to take immediate steps to unlock long-term shareholder value by retaining an investment advisor to explore the sale of the Company.

We credit the Board and its Chairman, Michael Dan, with the creation of significant shareholder value. The sale of BAX, the subsequent return of capital to shareholders, and a disciplined approach to the consideration of acquisition targets demonstrate a strong fiduciary commitment. Despite these actions and the operational excellence of BCO's management team, BCO shares have yet to be awarded a multiple that reflect the Company's value as a pure play security company with an attractive balance sheet and strong growth prospects. AT THISTIME, WE BELIEVE SHAREHOLDER VALUE WILL BE MAXIMIZED BY A SALE OF THE COMPANY.

Pirate Capital's investment professionals sit on multiple boards across various industries. We continue to be impressed by the current robust market for mergers and acquisitions and the appetite of private equity firms. Your Board's own experience with the sale of BAX is testament to the result that can be achieved in a competitive bidding process. We believe that a sale process for Brink's would draw substantial interest from well capitalized strategic parties who could help bolster BCO's market position and financial buyers who are willing to pay a meaningful premium for a high quality security business. We believe that an expected purchase price in the range of $68-72 per share, reflecting an enterprise value of approximately 8.5-9X our 2006 EBITDA estimate, could prove conservative. We encourage the Board to take immediate steps to maximize shareholder value through the sale of the Company and request a meeting with the Board to discuss our views on valuation.

Sincerely,

Thomas R. Hudson Jr.

Managing Member

Pirate Capital LLC

Pirate Capital Raises Stake in PW Eagle (PWEI) In Midst of Fund Shake-Up

In an amended 13D filing on PW Eagle, Inc. (Nasdaq: PWEI), Pirate Capital disclosed a 22.4% stake (2.8 million shares) in the company, this is up from the 20.5% stake (2.54 million shares) the firm disclosed in a past filing.

The filing comes after word spread through the market yesterday that half of Pirate's staff left or were dismissed. The news of the shake-up at the fund comes just weeks after Pirate came under SEC scrutiny for failing to promptly disclose changes in material holdings, including OSI Restaurant (NYSE: OSI) and FreightCar America (Nasdaq: RAIL) - position the hedge fund closed out.

The filing on PW Eagle is interesting because it shows that Pirate bought about 53,855 shares yesterday, in the midst of all the reported chaos at the fund.

Yesterday, rumors of liquidations hurt many of the stocks in Pirate's portfolio. Some of the analysts that left the fund are on the boards of companies in Pirate's portfolio. Brink's (NYSE: BCO) was down 3.86%, CEC Entertainment Inc. (NYSE: CEC) was down 2.74%, CEC Entertainment Inc. (NYSE: CEC) was down 2.5%, The Pep Boys (NYSE: PBY) was down 5%, among others.

PW Eagle was down 4.17% yesterday, but today's disclosure indicates PWEI is a position Pirate, in its current state, may maintain.

In a letter to customers, Pirate Capital founder Thomas Hudson said he will refocus the fund and close it to new investors as of October 1st. Hudson said he is targeting 20% in annual returns.

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Pirate Capital's Hudson said Brinks (BCO) should be sold in its entirety or split into two pieces

In an amended 13D filing after the close on Brinks Co. (NYSE: BCO) 8.6% holder Pirate Capital, which recently announced that its founder Thomas Hudson will be added to company's board, noted comments made by Hudson to the Bloomberg news organization saying either the company should be sold in its entirety or split into two pieces.

From the 'Purpose of Transaction' section of the filing:

"On February 14, 2007, the Bloomberg news organization released an article entitled "Pirate Capital's Hudson Says Brink's Should Be Sold or Split Up." The article included a statement provided to the Bloomberg news organization by Thomas R. Hudson Jr., the Manager of Pirate Capital. The first two paragraphs of the article follow:

Feb. 14 (Bloomberg) - Thomas R. Hudson Jr., whose hedge fund company Pirate Capital LLC is the largest shareholder of Brink's Co., said the armored-car maker should be sold.

"At this point the only question in my mind is whether the company should be sold in its entirety or split into two pieces and each piece sold to a separate buyer," Hudson said in an e-mailed statement today."

NOTE: Pirate Capital has been pushing for a sale for some time.

Link to past reports on Pirate Capital's moves realted to Brinks.

Pirate Capital Now Considering Nominatting Two More to Brink's (BCO) Board

In an amended 13D filing after the close on The Brink's Company (NYSE: BCO), 8.5% holder Pirate Capital, which has been pushing the company for a sale, said the company has not responded to its request that Thomas R. Hudson Jr. immediately be appointed to the company's Board of Directors other than to indicate that Mr. Hudson's nomination for election to the Board will be considered in due course.

Pirate is now contemplating proposing two additional nominees for election at the upcoming annual meeting.

Pirate's effort to have Brink's put on the auction block got a boost yesterday after another large holder, MMI Investments, said they also support a sale.

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Another Large Brink's (BCO) Shareholder Supports a Sale

In an amended 13D filing on The Brink's Company (NYSE: BCO) late Friday, 8.3% holder MMI Investments said it will supports Pirate Capital's proposal that the company immediately engage an investment banking firm to explore all strategic alternatives, including a possible sale.

MMI submitted a presentation which indicates that Brink's has many attractive, value-enhancing strategic options including an LBO, sale to a strategic acquiror, tax-free split-up of the company, leveraged recapitalization or another significant stock repurchase.

MMI Investments said Brink's potential value from following strategic alternatives is likely to be $70 or more per share.

MMI Investments said Brink's has multiple options, and more than one could be explored simultaneously which they believe makes the likelihood of success much greater.

A Copy of the Cover Letter Sent to the Company:

Dear Members of the Board,

MMI Investments, L.P. is the owner of 4,008,000 shares of The Brink’s Company (“BCO”) or approximately 8.3% of the outstanding stock. We believe BCO’s brands, financial performance, market positions and management are among the best in its industry. We therefore remain extremely frustrated with its continued undervaluation relative to its operating success, its peers’ trading multiples and the value it might achieve from pursuing one of several potential strategic alternatives.

Another large stockholder has raised the question of BCO pursuing a strategic alternatives review and indicated that it intends to submit a stockholder proposal to that effect at BCO’s 2007 annual meeting of stockholders. As we understand the proposal described in their Schedule 13D amendment, we are in support of it. The reasons for our support are reflected in our presentation transmitted for filing with the SEC today, a copy of which is enclosed herein, which indicates that BCO has many attractive, value-enhancing strategic options including an LBO, sale to a strategic acquiror, tax-free split-up of the company, leveraged recapitalization or another significant stock repurchase. Details underlying these analyses are included in the presentation materials, but in summary we believe that BCO’s potential value from following one of these strategic alternatives is likely to be $70 or more per share. Moreover, we believe that because BCO has multiple options, more than one could be explored simultaneously which we believe makes the likelihood of success much greater.

For the reasons described in the accompanying presentation materials, we believe that, as with the BAX sale process last year, BCO’s stockholders’ interests could best be served by a formal review of strategic alternatives by a qualified investment banker, whose mandate would include an active canvassing of potential buyers and the debt and equity markets. As discussed therein, BCO’s valuation and operations are complex subjects which require explanation and study to appreciate fully. We believe that several factors obscure the value that potentially could be achieved by pursuing strategic alternatives, such as the expected significant increase in 2007 (and beyond) EBITDA, the future transference of the cash burden of the legacy liabilities from the company’s operations to the VEBA assets (which we believe will shortly be overfunded if not utilized soon) and the aggressive growth of BHS which hinders cash flow generation. We believe that an active canvassing of the market is essential in order that interested parties properly appreciate these factors in estimating BCO’s true value.

Further, we believe that given the current strength of the mergers and acquisitions market (as evidenced yesterday in the robust price paid for HSM Electronic), as well as the equity and credit markets, that BCO would be well advised to pursue its alternatives in the beginning of 2007. A costly and time-consuming proxy contest with such stockholder during the first half of 2007 unnecessarily risks missing this window of opportunity.

As we note in our presentation, if management and the Board have a compelling argument in opposition to the analysis herein, we would welcome such a dialogue, as well as the opportunity to discuss this matter with the Board if they so desire. Please let us know.

Sincerely,

Clay Lifflander

Link to MMI's Presentation

MMI Investments Again Urges Brink's (BCO) To Pursue a Spin-Off

In an amended 13D filing on Brink's Company (NYSE: BCO) this morning, 8.3% holder MMI Investments disclosed a new letter to the Board of Directors presenting its views concerning the potential desirability of a spin-off of one of its two business segments.

MMI highlighted news last week that the company's competitor in security monitoring, Tyco, completed its long awaited spin-offs and, commenting on the high level of strategic activity in its industries said, "BCO has taken no action despite repeated demands from stockholders." MMI said, because of the company's non-action, "we fear that the public markets are passing BCO by."

Commenting on the potential value of Brink's in the event of a split-up, MMI said, "the aggregate value of achieving the business purposes of a tax-free split-up would be worth more than $79 per BCO share (an increase of 26% or more from today’s closing stock price), but also note that this updated analysis suggests our expectations may be unduly conservative."

NOTE: Recently we published an article highlighting MMI's 'Buyout Touch"

NOTE 2: Brink's is also an activist target of Pirate Capital, which was awarded a seat on the company's board.

A Copy of the Letter:

Dear Members of the Board,

Last week BCO’s largest competitor in security monitoring, Tyco, completed its long awaited spin-offs; in turn transforming itself into a virtual pureplay in security monitoring (with nearly 60% of its EBITDA derived from ADT and no more than 13% in any other business). The new Tyco currently trades at 10.2x calendar 2007 EBITDA (versus BCO at 6.6x). The Tyco spin follows the successful example of BCO’s largest European competitor, Securitas, which spun-off its own security monitoring business, Securitas Direct, late last year. Securitas Direct currently trades at 9.7x 2007 EBITDA. Since the Securitas Direct spin-off there have also been two major strategic acquisitions in the security monitoring space (HSM Electronic and IASG) and one in cash-in-transit (ATI), all at robust valuations.

In contrast to this high level of strategic activity in its industries, BCO has taken no action despite repeated demands from stockholders. More than six months have passed since MMI presented the Board with its review of BCO’s strategic alternatives to enhance stockholder value, and more than three months have passed since MMI refined that review to recommend a tax-free split-up of BCO as the best option. Our concerns now extend beyond maximizing BCO’s value – we fear that the public markets are passing BCO by, to the potential detriment of all its stakeholders.

For the Board’s benefit, we have enclosed herein updated analysis of a split-up of BCO’s two subsidiaries, which includes an expanded comparable public company universe at more robust multiples than in our March 30, 2007 presentation. We continue to believe that the aggregate value of achieving the business purposes of a tax-free split-up would be worth more than $79 per BCO share (an increase of 26% or more from today’s closing stock price), but also note that this updated analysis suggests our expectations may be unduly conservative. As always, we are at your disposal to discuss the enclosed analysis.

Sincerely,
Clay Lifflander

Pirate Capital Discloses 5.6% in Mueller Water (MWA) From Walter's Spin-Off

Earlier we noted that Pirate Capital disclosed a 5.6% stake in Mueller Water Products Inc. (NYSE: MWA). Well this is true, but the stake was received from the spin-off of Mueller from Walter Industries Inc. (NYSE: WLT), a position Pirate has held.

So our earlier headlines that Pirate Capital is alive and well was a little premature. While the firm has shown its activism recently in Brink's (NYSE: BCO) and raised its stake in a few positions, the liquidations of its positions outweighs any buying and we still have not seen a new position since the hedge fund's shake-up in the fall.

NOTE: Our earlier post was deleted.

CNBC Says Pirate Capital's Analysts Left Firm

According to reports from CNBC's David Faber, all or most of activist hedge fund Pirate Capital's analysts have left the firm after a dispute about handling regulatory matters and pay.

Pirate Capital, one of the most well-known activist hedge funds, recently came under SEC scrutiny for failing to promptly disclose changes in material holdings, including OSI Restaurant (NYSE: OSI) and FreightCar America (Nasdaq: RAIL) - position the hedge fund closed out.

Some of Pirate's holdings, based on recent disclosures, include: Brink's (NYSE: BCO), CEC Entertainment Inc. (NYSE: CEC), CKE Restaurants Inc. (NYSE: CKR), Cornell Companies, Inc. (NYSE: CRN), GenCorp Inc. (NYSE: GY), Intrawest Corporation (NYSE: IDR), James River Coal Company (NASDAQ: JRCC), Mirant Corporation (NYSE: MIR), P.H. Glatfelter Company (NYSE: GLT), PW Eagle, Inc. (NASDAQ: PWEI), The Pep Boys (NYSE: PBY), Walter Industries, Inc. (NYSE: WLT).

Pirate's Tom Hudson Leaves Cornell (CRN) Board To Focus on Brink's (BCO)

Yesterday, Pirate Capital's Thomas Hudson announced he has resigned from the Board of Directors of Cornell Companies Inc. (NYSE: CRN). Hudson said he is resigning so he can pursue efforts at The Brink's Company (NYSE: BCO), where he was recently added to the board and has been pushing the company to review strategic alternatives.

Hudson's firm owns a 16.5% stake in Cornell.

Hudson said, "I am pleased to say that Cornell is a very different company than when I joined the board almost two years ago. In my tenure on the board, I have worked to see the stock appreciate from $13.60 to $20.50 per share. The company is now well-positioned to take advantage of the tremendous growth opportunities in the corrections industry, and has a new management team and a strong board in place leading it forward."

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The Buyout Touch

You've heard of Genesis' song Invisible Touch, but have you heard of the Buyout Touch?

Here's how the song goes:

"MMI Investments seems to have a buyout touch - yeah. They take a stake, and you should take it to heart.

MMI Investments seems to have a buyout touch - yeah. They take control before a buyer looks to tear it apart."


Looking at MMI Investments' recent holding many have been acquired or are in the process of being acquired. These are not arbitrage plays, MMI owned the positions before the deals were announced.

Here is their current portfolio as of May 31, 2007.

Acxiom Corp (Nasdaq: ACXM): In May, the company agreed to be acquired by Silver Lake and ValueAct Capital for $27.10 per share. MMI Investments said they plan to vote against the deal, calling it too cheap.

Brinks Co (NYSE: BCO): The company is said to be considering strategic alternatives. MMI has pushed for a sale or other strategic alternatives. Another activist investor, Pirate Capital, which was also pushing for a sale, had its founder Tom Hudson added to Brink's board.

Dendrite Intl (Nasdaq: DRTE): Recently closed a transaction in which French company, Cegedim SA, acquired the company for $16 per share in cash.

Paxar (NYSE: PXR) Avery Dennison (NYSE: AVY) will acquire the company for $30.50 per share in a cash.

Unisys (NYSE: UIS): No merger deal or discussions. (YET!)

In the recent past, MMI also owned Andrx (Nasdaq: ADRX) which was acquired by Watson Pharmaceuticals (NYSE: WPI) for $25 per share.

MMI is run by Clay Lifflander. Prior to joining MMI, Lifflander served as President of the NYC Economic Development Corp under Mayor Rudolph Giuiliani and prior to that was Managing Director in the M&A Group at Smith Barney.

Large Brinks (BCO) Holder MMI Investments Now Recomends Spin-Off

In an amended 13D filing after the close Friday on Brinks Co. (NYSE: BCO), 8.3% holder MMI Investments submitted a presentation recommending that the company consider a tax-free spin-off of one of its two business segments.

The firm said, "We believe a spin-off would achieve a number of significant corporate business purposes. As a result of achieving such business purposes, we believe the aggregate value of the two companies would be more than $79 per share, a 25% premium to yesterday’s closing price. This translates into more than $700 million of total market value."

NOTE: Brinks is also an activist target of Pirate Capital. Pirates' managing member Thomas R. Hudson was recently added to Brinks' Board of Directors.

A Copy of the Cover Letter:

Dear Members of the Board,

We remain frustrated with The Brink’s Company’s (“BCO”) longstanding, significant undervaluation relative to its peers. In December we presented an analysis illustrating four different strategic alternatives to attempt to address this chronic undervaluation. Since then BCO has announced no effort to address the situation and the stock has continued to languish, while two competitors have announced acquisitions and two others have proceeded down the path of separating security operations into independent, publicly-traded vehicles.

Accordingly, we have refined our thinking and are providing you our analysis calling for a tax free spin-off of one of BCO’s two business segments to shareholders on a pro rata basis as soon as possible. We have also enclosed herein a memorandum from our counsel regarding many of the pertinent issues and legal considerations arising in the spin-off process. We believe you will find, as we have, that these are eminently addressable with regard to a spin-off. We take at face value the company’s statements that they are always considering the best course to increase value. However, it is time to move from contemplation to action. We believe a spin-off would achieve a number of significant corporate business purposes. As a result of achieving such business purposes, we believe the aggregate value of the two companies would be more than $79 per share, a 25% premium to yesterday’s closing price. This translates into more than $700 million of total market value.

Please consider this promptly, and if you agree, put BCO on a path to realizing this opportunity as soon as possible. The window to capitalize on this option is open at this juncture and, as we stressed when we asked the company to sell BAX in 2005, such windows do not remain open forever. We believe the result would be two strong, viable public companies, each with market capitalizations of approximately $1.5 billion or greater. This corporate transaction is within the control of the Board to initiate and execute, but we believe you would have significant shareholder support behind you. As owners of 8.3% of the outstanding stock, we have been long been admirers of BCO’s management, operations, brands and market positions, and believe that this endeavor would ultimately result in those qualities being more fairly valued in the marketplace.

As always, we are amenable to discussing any of our points in the enclosed analysis.

Clay Lifflander