On July 28, 2011, Rental Car Finance Corp. (“RCFC”), a wholly owned subsidiary of Dollar Thrifty Automotive Group, Inc. (“DTG”), a Delaware corporation, issued (i) $420 million principal amount of the Company’s Series 2011-1 2.51% Rental Car Asset Backed Notes, Class A and (ii) $80 million principal amount of the Company’s Series 2011-1 4.38% Rental Car Asset Backed Notes, Class B (collectively, the “Offered Securities”) to Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”).
The Offered Securities were issued pursuant to a supplement to the Company’s indenture with Deutsche Bank Trust Company Americas, as trustee. The Offered Securities have expected final payment dates in February 2015, but are subject to rapid amortization upon the occurrence of certain adverse events, such as failure to pay interest or principal, or insufficient collateral. The Offered Securities are secured by, among other things, a pledge of certain collateral owned by RCFC, including (i) a segregated group of rental vehicles that DTG uses in its daily vehicle rental operations, together with certain receivables and other rights relating thereto, (ii) all rights of RCFC under a master motor vehicle lease and servicing agreement, dated as of July 28, 2011, among RCFC, as lessor, DTG, as guarantor and master servicer, DTG Operations, Inc., an Oklahoma corporation and wholly owned subsidiary of DTG, as lessee and servicer, and those other permitted lessees that may become lessees and servicers thereunder from time to time, (iii) all monies on deposit from time to time in certain collection and cash collateral accounts and (iv) all proceeds of the foregoing. Other credit support is furnished in the form of a letter of credit issued by Deutsche Bank Trust Company Americas. The Initial Purchasers, Deutsche Bank Trust Company Americas or their respective affiliates are also participants in other credit facilities and/or variable funding note programs of DTG and its subsidiaries, including RCFC.
The foregoing description of the issuance of the Offered Securities is qualified in its entirety by reference to the documents attached hereto as Exhibits 4.236 through Exhibit 4.239, which are incorporated herein by reference.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER |
| | AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
Information responsive to this Item is incorporated by reference from the responses made in Item 1.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
Exhibit No. Description
| 4.236 | Collateral Assignment of Exchange Agreement, dated as of July 28, 2011, among Rental Car Finance Corp., DTG Operations, Inc. and Deutsche Bank Trust Company Americas, as master collateral agent |
| 4.237 | Series 2011-1 Supplement to Amended and Restated Base Indenture, dated as of July 28, 2011, between Rental Car Finance Corp. and Deutsche Bank Trust Company Americas, as trustee |
| 4.238 | Master Motor Vehicle Lease and Servicing Agreement (Group VIII), dated as of July 28, 2011, among Rental Car Finance Corp., as lessor, Dollar Thrifty Automotive Group, Inc., as guarantor and master servicer, and DTG Operations, Inc., as lessee and servicer |
| 4.239 | Enhancement Letter of Credit Application and Agreement, dated as of July 28, 2011, among DTG Operations, Inc., Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc. and Deutsche Bank Trust Company Americas, as Series 2011-1 letter of credit issuer |
