Item 8.01 Other Events
On November 22, 2023, Avis Budget Car Rental, LLC (“ABCR”) and Avis Budget Finance, Inc. (together, the “Issuers”), each a wholly-owned subsidiary of Avis Budget Group, Inc. (the “Company”), issued $500 million aggregate principal amount of 8.000% Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of November 22, 2023 (the “Indenture”), by and among the Issuers, the Company, the other guarantors party thereto and Citibank N.A., as trustee.
The Issuers intend to use the net proceeds from the offering of the Notes to redeem all of the outstanding 4.500% Senior Notes due 2025 issued by Avis Budget Finance plc, repay a portion of its floating rate term loan C maturing in 2029 and pay fees and expenses in connection with the foregoing, with the remainder to be used for general corporate purposes, which may include, without limitation, repayment of indebtedness.
The Notes will mature on February 15, 2031 and bear interest at a rate of 8.000% per annum, payable semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on May 15, 2024. Interest on the Notes will accrue from November 22, 2023.
The Notes are guaranteed on a senior unsecured basis by the Company, Avis Budget Holdings, LLC and ABCR’s existing and future direct and indirect wholly owned domestic restricted subsidiaries that also guarantee ABCR’s senior secured credit facilities.
The Issuers may redeem all or part of the Notes at any time prior to November 15, 2026 at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem all or part of the Notes at any time on or after November 15, 2026 at the redemption prices set forth in the Indenture. At any time on or prior to November 15, 2026, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds that ABCR raises in one or more equity offering, at the redemption price specified in the Indenture.
Upon the occurrence of specified kinds of changes of control, ABCR must offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture limits, among other things, the ability of ABCR and its restricted subsidiaries to (i) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (ii) create liens on certain assets to secure debt; (iii) make certain investments; (iv) sell certain assets; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all ABCR’s assets; and (vi) designate ABCR’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
