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): January 29, 2020
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-10308 | | 06-0918165 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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 (see General Instruction A.2. below):
| | ☐ | 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:
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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 January 29, 2020, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary issued $700 million of asset-backed securities with a maturity of five years, comprised of $576.8 million aggregate principal amount of Series 2020-1 2.33% Class A notes, $66.5 million aggregate principal amount of Series 2020-1 2.68% Class B notes and $56.7 million aggregate principal amount of Series 2020-1 3.02% Class C notes. Avis Budget Rental Car Funding (AESOP) LLC also issued $38.5 million aggregate principal amount of Series 2020-1 4.753% Class R notes, which are subordinated to the Class A, Class B and Class C notes and which were issued to its sole member, AESOP Leasing L.P. The notes were issued under the Series 2020-1 Supplement, dated as of January 29, 2020, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2020-1 Agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended.
The notes are secured under the Second Amended and Restated 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 2020-1 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.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
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.
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AVIS BUDGET GROUP, INC. |
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By: | | /s/ David Calabria |
| | David Calabria |
| | Senior Vice President and Treasurer |
Date: January 29, 2020
