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): June 7, 2022
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-10308 | | 06-0918165 |
(State or Other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
6 Sylvan Way Parsippany, NJ | | 07054 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(973) 496-4700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address if changed since last report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which
Registered |
| Common Stock, par value $0.01 | | CAR | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 7, 2022, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary (“ABRCF”) issued the Series 2022-2 variable funding notes (the “Series 2022-2 Notes”), which will provide a portion of the financing for our car rental fleet in the United States. The Series 2022-2 Notes consist of Class A Notes and Class R Notes, with a maximum available amount of $800.0 million of Class A Notes and $48.0 million of Class R Notes. The Class R Notes were issued to comply with applicable U.S. risk retention rules and are held by our AESOP Leasing L.P. subsidiary. The Series 2022-2 Notes have a maturity date of September 23, 2022 and were issued under the Series 2022-2 Supplement, dated as of June 7, 2022 (the “Series 2022-2 Supplement”), among ABRCF, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2022-2 Agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”).
The notes are secured under the Base Indenture primarily by vehicles in our domestic fleet and other related assets. The foregoing summary of the notes is qualified in its entirety by reference to the full text of the Series 2022-2 Supplement, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated by reference herein.
Certain purchasers of the notes, the trustee and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described above under Item 1.01 of this report is incorporated into this Item 2.03 by reference.
On May 26, 2022, ABRCF issued $87.0 million aggregate principal amount of Series 2019-3 5.43% Class D notes, with a maturity date of March 20, 2026, which were issued under the Amended and Restated Series 2019-3 Supplement, dated as of May 26, 2022, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2019-3 Agent, to the Base Indenture (the “Amended and Restated Series 2019-3 Supplement”).
In addition, on May 31, 2022, ABRCF issued $123.0 million of asset-backed securities comprised of:
| | 1) | $68.0 million aggregate principal amount of Series 2017-2 4.56% Class D notes, with a maturity date of March 20, 2024, which were issued under the Amended and Restated Series 2017-2 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2017-2 Agent, to the Base Indenture (the “Amended and Restated Series 2017-2 Supplement”); and |
| | | |
| | 2) | $55.0 million aggregate principal amount of Series 2018-1 5.25% Class D notes, with a maturity date of September 20, 2024, which were issued under the Amended and Restated Series 2018-1 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2018-1 Agent, to the Base Indenture (the “Amended and Restated Series 2018-1 Supplement”). |
The notes are secured under the Base Indenture primarily by vehicles in our domestic fleet and other related assets. The foregoing summary of the notes is qualified in its entirety by reference to the full text of the Amended and Restated Series 2019-3 Supplement, a copy of which is attached hereto as Exhibit 10.2, the Amended and Restated Series 2017-2 Supplement, a copy of which is attached hereto as Exhibit 10.3, and the Amended and Restated Series 2018-1 Supplement, a copy of which is attached hereto as Exhibit 10.4, respectively, and, in each case, which is incorporated by reference herein.
Certain purchasers of the notes, the trustee and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| Exhibit No. | | Description |
| | | |
| 10.1 | | Series 2022-2 Supplement, dated as of June 7, 2022, between Avis Budget Rental Car Funding (AESOP) LLC, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2022-2 Agent. |
| | | |
| 10.2 | | Amended and Restated Series 2019-3 Supplement, dated as of May 26, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2019-3 Agent. |
| | | |
| 10.3 | | Amended and Restated Series 2017-2 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2017-2 Agent. |
| | | |
| 10.4 | | Amended and Restated Series 2018-1 Supplement, dated as of May 31, 2022, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2018-1 Agent. |
| | | |
| 104 | | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
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: | /s/ Jean Sera | |
| | Name: | Jean Sera | |
| | Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |
Date: June 10, 2022
