Avis Budget Group Inc. filed SEC Form 8-K: Other Events
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SECURITIES AND EXCHANGE COMMISSION
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| Item 8.01 | Other Events |
On September 13, 2024, Avis Budget Car Rental, LLC (“ABCR”) and Avis Budget Finance, Inc. (together, the “Issuers”), each a wholly-owned subsidiary of Avis Budget Group, Inc. (the “Company”), issued $700 million aggregate principal amount of 8.250% Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of September 13, 2024 (the “Indenture”), by and among the Issuers, the Company, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
The Issuers intend to use the net proceeds from the offering of the Notes for general corporate purposes, which may include repayment of indebtedness, including, without limitation, repayment of the floating rate term loan C maturing in 2029 and outstanding fleet debt, and to pay fees and expenses in connection with the foregoing.
The Notes will mature on January 15, 2030 and bear interest at a rate of 8.250% per annum, payable semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. Interest on the Notes will accrue from September 13, 2024.
The Notes are guaranteed on a senior unsecured basis by the Company, Avis Budget Holdings, LLC and ABCR’s existing and future direct and indirect wholly owned domestic restricted subsidiaries that also guarantee ABCR’s senior secured credit facilities.
The Issuers may redeem all or part of the Notes at any time prior to September 15, 2026 at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem all or part of the Notes at any time on or after September 15, 2026 at the redemption prices set forth in the Indenture. At any time prior to September 15, 2026, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds that ABCR raises in one or more equity offering, at the redemption price specified in the Indenture.
Upon the occurrence of specified kinds of changes of control, ABCR must offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture limits, among other things, the ability of ABCR and its restricted subsidiaries to (i) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (ii) create liens on certain assets to secure debt; (iii) make certain investments; (iv) sell certain assets; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all ABCR’s assets; and (vi) designate ABCR’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 4.1 | Indenture, dated as of September 13, 2024, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., together as issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of 8.250% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |
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.
| Date: September 13, 2024 | Avis Budget Group, Inc. | |||||
| By: | /s/ Jean Sera | |||||
| Name: | Jean Sera | |||||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |||||