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): February 6, 2020
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.) |
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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 |
Preferred Stock Purchase Right | | N/A | | N/A |
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 February 6, 2020, Avis Budget Group, Inc. (the “Company”) and its subsidiaries, Avis Budget Holdings, LLC and Avis Budget Car Rental, LLC, as borrower, entered into an amendment (the “Amendment”) to the Fifth Amended and Restated Credit Agreement dated as of February 13, 2018 with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the “Credit Agreement”).
Under the Amendment, the applicable margin decreased by 25 basis points to LIBOR plus 175 basis points and the maturity date applicable to the Tranche B Term Loans was extended from February 13, 2025 to August 6, 2027.
No other substantive changes were made to the Credit Agreement. In connection with the Amendment, the Company plans to redeem $100 million in aggregate principal amount of Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.’s 5.50% Senior Notes due 2023 on April 1, 2020.
As of February 6, 2020, upon the effectiveness of the Amendment, the principal amount of Tranche B Term Loans outstanding under the Credit Agreement was approximately $1.2 billion.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto. The representations and warranties contained in the Amendment were made only for purposes of that amendment and as of the dates specified therein; were solely for the benefit of the parties to the Amendment; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures by the Company.
| 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 | | | First Amendment to the Fifth Amended and Restated Credit Agreement dated as of February 13, 2018, among Avis Budget Holdings, LLC, Avis Budget Car Rental, LLC, Avis Budget Group, Inc., the Subsidiary Borrowers from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party 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.
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AVIS BUDGET GROUP, INC. |
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By: | | /s/ David Calabria |
| | David Calabria |
| | Senior Vice President and Treasurer |
Date: February 7, 2020
