Attached files
file | filename |
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EX-4.2 - FORM OF NOTES - AVIS BUDGET GROUP, INC. | notes.htm |
EX-4.1 - INDENTURE - AVIS BUDGET GROUP, INC. | indenture.htm |
EX-99.1 - PRESS RELEASE - AVIS BUDGET GROUP, INC. | pressrelease.htm |
EX-10.1 - SECOND AMENDMENT - AVIS BUDGET GROUP, INC. | secondamendment.htm |
EX-10.2 - REGISTRATION RIGHTS AGREEMENT - AVIS BUDGET GROUP, INC. | registrationrightsagreement.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): March 11,
2010 (March 10, 2010)
Avis
Budget Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-10308
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06-0918165
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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6
Sylvan Way
Parsippany,
NJ
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07054
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(973)
496-4700
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(Registrant’s
telephone number, including area code)
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N/A
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|||||
(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1.01
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Entry
into a Material Definitive
Agreement
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Avis
Budget Group, Inc. (the “Company”) announced that it entered into an indenture
on March 10, 2010 with respect to the sale by its wholly-owned subsidiary,
Avis Budget Car Rental, LLC (“ABCR”), of $450 million aggregate principal amount
of 9 5/8% senior notes due
2018 at an issue price of 98.634% (the “Notes”). In connection with such
sale, the Company also entered into a registration rights agreement with the
initial purchasers of the Notes, under which we have agreed to use
our reasonable best efforts to file with the Securities and Exchange Commission
and cause to become effective a registration statement with respect to a
registered offer to exchange the Notes for new notes, with terms substantially
identical in all material respects to the Notes.
The Notes
were issued in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
to qualified institutional buyers in accordance with Rule 144A and to persons
outside of the United States pursuant to Regulation S under the Securities Act.
The Notes are senior unsecured obligations of ABCR and will be guaranteed on a
senior basis by the Company and certain of its domestic
subsidiaries.
Interest
is payable on the Notes on each March 15 and September 15, commencing September
15, 2010. The Company may redeem some or all of the Notes at any time
prior to March 15, 2014 at a price equal to 100% of the principal amount of the
Notes redeemed plus accrued and unpaid interest, if any, and an applicable
make-whole premium. On or after March 15, 2014, the Company may redeem some or
all of the Notes at redemption prices set forth in the indenture. In
addition, at any time prior to March 15, 2013, the Company may redeem up to 35%
of the aggregate principal amount of the Notes at a specified redemption price
with the net cash proceeds of certain equity offerings.
The
indenture contains contain covenants that, among other things, restrict the
ability of ABCR and the ability of certain of its subsidiaries to: incur, assume
or guarantee additional indebtedness; pay dividends or redeem or repurchase
capital stock; make other restricted payments; incur liens; redeem debt that is
junior in right of payment to the Notes; sell or otherwise dispose of assets,
including capital stock of subsidiaries; enter into mergers or consolidations;
enter into transactions with affiliates; and enter into new lines of businesses.
These covenants are subject to a number of important exceptions and
qualifications. In addition, in certain circumstances, if ABCR sells assets or
experiences cetain changes of control, it must offer to purchase the
Notes.
Net
proceeds from the offering, were primarily used to repay outstanding
indebtedness under the Company's floating rate term loan. In connection
with such repayment, the Company also announced that ABCR has entered into the
Second Amendment, dated as of March 10, 2010, to the Credit Agreement dated as
of April 19, 2006, as amended by the First Amendment dated as of December 23,
2008 with JPMorgan Chase Bank, N.A., as Administrative Agent and the other
lenders parties thereto (the “Second Amendment”). As a result of such
amendment, (i) the aggregate revolving commitments under the Company’s senior
credit facilities are now $1.2 billion, with $983.2 million of such commitments
having a term ending on April 19, 2013 and the balance having a term ending on
April 19, 2011; and (ii) the term loan outstanding has been reduced to $324.8
million, with $272.8 million maturing on the earlier of (a) April 19, 2014 or
(b) 91 calendar days prior to the maturity of our senior unsecured notes due
2014, if such senior unsecured notes are still outstanding on such date, and the
balance maturing on April 19, 2012. Pursuant to the Second Amendment, the
financial and other covenants and certain other provisions of our
senior credit agreement were amended and pricing was also amended for the
portion of the facility terminating/maturing after 2012, as set forth in the
Second Amendment, a copy of which is filed as Exhibit
10.1.
The
initial offering of the Notes and the related guarantees will not be registered
under the Securities Act and the Notes and the Guarantees may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. This current report on Form 8-K is neither an
offer to sell nor a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the complete terms of the Second Amendment, the
indenture, a copy of which is filed as Exhibit 4.1 hereto,
the Notes, the form of which is filed as Exhibit 4.2 and the
registration rights agreement, a copy of which is filed as Exhibit 10.2 hereto,
and all of which are incorporated herein by reference.
8.01
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Other
Events.
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On
March 10, 2010, the Company issued a press release announcing completion of
the offering of the Notes and the Second Amendment, a copy of which is furnished
as Exhibit 99.1
hereto.
9.01
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Financial
Statements and
Exhibits.
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(99)
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Exhibits.
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Exhibit
No.
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Description
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4.1
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Indenture
dated as of March 10, 2010 among Avis Budget Car Rental, LLC and Avis
Budget Finance, Inc., as Issuers, the Guarantors from time to time parties
thereto and The Bank of Nova Scotia Trust Company of New York as
Trustee.
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4.2
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Form
of 9 5/8% Senior Notes Due 2018.
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10.1
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Second
Amendment, dated as of March 10, 2010, to the Credit Agreement dated as of
April 19, 2006, as amended by the First Amendment dated as of December 23,
2008, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, the
subsidiary borrowers from time to time parties thereto, the several
lenders from time to time parties thereto, Bank of America, N.A., Credit
Agricole Corporate & Investment Bank New York Branch (formerly known
as Calyon) and Citicorp USA, Inc. as documentation agents, Wachovia Bank,
National Association as co-documentation agent, Deutsche Bank Securities
Inc. as syndication agent and JPMorgan Chase Bank, N.A., as administrative
agent.
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10.2
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Registration
Rights Agreement, dated March 10, 2010, among Avis Budget Car Rental, LLC
and Avis Budget Finance, Inc., the guarantors parties thereto, Banc of
America Securities LLC, and the other initial purchasers parties
thereto.
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99.1
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Press
Release issued March 10, 2010.
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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 hereto
duly authorized.
AVIS BUDGET GROUP, INC.
By:
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/s/ Jean
M. Sera
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Name:
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Jean
M. Sera
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Title:
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Senior
Vice President and Secretary
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Date:
March 11, 2010
AVIS
BUDGET GROUP, INC.
CURRENT
REPORT ON FORM 8-K
Report
Dated March 11,
2010 (March 10, 2010)
EXHIBIT
INDEX
Exhibit
No.
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Description
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4.1
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Indenture
dated as of March 10, 2010 among Avis Budget Car Rental, LLC and Avis
Budget Finance, Inc., as Issuers, the Guarantors from time to time parties
thereto and The Bank of Nova Scotia Trust Company of New York as
Trustee.
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4.2
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Form
of 9 5/8% Senior Notes Due 2018.
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10.1
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Second
Amendment, dated as of March 10, 2010, to the Credit Agreement dated as of
April 19, 2006, as amended by the First Amendment dated as of December 23,
2008, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, the
subsidiary borrowers from time to time parties thereto, the several
lenders from time to time parties thereto, Bank of America, N.A., Credit
Agricole Corporate & Investment Bank New York Branch (formerly known
as Calyon) and Citicorp USA, Inc. as documentation agents, Wachovia Bank,
National Association as co-documentation agent, Deutsche Bank Securities
Inc. as syndication agent and JPMorgan Chase Bank, N.A., as administrative
agent.
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10.2
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Registration
Rights Agreement, dated March 10, 2010, among Avis Budget Car Rental, LLC
and Avis Budget Finance, Inc., the guarantors parties thereto, Banc of
America Securities LLC, and the other initial purchasers parties
thereto.
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99.1
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Press
Release issued March 10, 2010.
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