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): December 8, 2023
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.) |
379 Interpace Parkway 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 (see General Instruction A.2.):
| ☐ | 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 December 8, 2023 (the “Closing Date”), Avis Budget Group, Inc. and its subsidiaries, Avis Budget Holdings, LLC and Avis Budget Car Rental, LLC (“ABCR”), as the Borrower (collectively, the “Avis Parties”), entered into the Sixth Amendment (the “Sixth Amendment”) to the Sixth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and the other lenders party thereto (the “Sixth A&R Credit Agreement”). On the Closing Date, pursuant to the Sixth Amendment, ABCR refinanced the existing tranche C term loans (the “Existing Tranche C Term Loans”) under the Sixth A&R Credit Agreement (of which approximately $738,750,000 was outstanding immediately prior to the Closing Date) with repriced $538,750,000 tranche C term loans (the “New Tranche C Term Loans”). Substantially simultaneously with the Closing Date, ABCR made an optional repayment of the Existing Tranche C Term Loans in a principal amount equal to $200,000,000. The New Tranche C Term Loans will mature on March 16, 2029 (subject to a springing maturity of 90 days prior to the maturity date of certain long-term indebtedness of ABCR and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $100,000,000), and bear an interest rate of, at ABCR’s option, (i) the secured overnight financing rate, which shall not be less than 0.50%, plus a customary credit spread adjustment and a margin of 3.00% per annum or (ii) an alternate base rate, which shall not be less than 1.50%, plus a margin of 2.00% per annum. The Sixth Amendment also provides for a premium of 1.00% of the aggregate principal amount of any New Tranche C Term Loans prepaid as a result of certain repricing transactions occurring within six months of the Closing Date.
Other than as described above, the loans and the obligations of the parties under the Sixth A&R Credit Agreement remain unchanged.
The foregoing summary of the Sixth Amendment is qualified by reference to the terms of the Sixth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Certain of the lenders party to the Sixth A&R Credit Agreement, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for Avis Budget Group, Inc., Avis Budget Car Rental, LLC and their 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.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| Exhibit No. | | Description |
| | | |
| 10.1 | | Sixth Amendment, dated as of December 8, 2023, to the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, as borrower, Avis Budget Group, Inc., the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto. |
| | | |
| 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 M. Sera | |
| | Name: | Jean M. Sera | |
| | Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |
Date: December 14, 2023
