Current Report Filing (8-k)
21 January 2023 - 08:31AM
Edgar (US Regulatory)
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2023-01-17
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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 17, 2023
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-10308 |
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06-0918165 |
(State or Other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
6 Sylvan Way
Parsippany, NJ |
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07054 |
(Address of Principal Executive Offices) |
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(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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Common Stock, par value $0.01 |
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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 17, 2023 (the “Closing Date”), our Avis Budget Rental
Car Funding (AESOP) LLC subsidiary (“ABRCF”) issued $500 million of asset-backed securities with a maturity of five years,
comprised of $433.7 million aggregate principal amount of Series 2023-1 5.25%, Class A notes, and $66.3 million aggregate principal amount
of Series 2023-1 6.08%, Class B notes. Additionally, ABRCF will retain $52.49 million aggregate principal amount of Series 2023-1 8.70%,
Class C notes, which may be issued on a future date. The Class C notes are subordinated to the Class A notes and the Class B notes. ABRCF
also issued $30.4 million aggregate principal amount of Series 2023-1 10.623%, Class R notes, which are subordinated to the Class A notes,
the Class B notes and the Class C notes and were issued to comply with applicable U.S. risk retention rules. The Class R notes are held
by our AESOP Leasing L.P. subsidiary. The notes were issued under the Series 2023-1 Supplement, dated as of the Closing Date, between
ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2023-1 Agent (the “Series 2023-1 Supplement”),
to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended, the “Base Indenture”).
On the Closing Date, ABRCF also issued $350 million of asset-backed securities
with a maturity of three years, comprised of $303.59 million aggregate principal amount of Series 2023-2 5.20%, Class A notes, and $46.41
million aggregate principal amount of Series 2023-2 6.03%, Class B notes. Additionally, ABRCF will retain $36.74 million aggregate principal
amount of Series 2023-2 8.55%, Class C notes, which may be issued on a future date. The Class C notes are subordinated to the Class A
notes and the Class B notes. ABRCF also issued $21.3 million aggregate principal amount of Series 2023-2 10.476%, Class R notes, which
are subordinated to the Class A notes, the Class B notes and the Class C notes and were issued to comply with applicable U.S. risk retention
rules. The Class R notes are held by our AESOP Leasing L.P. subsidiary. The notes were issued under the Series 2023-2 Supplement, dated
as of the Closing Date, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2023-2 Agent (the “Series
2023-2 Supplement”), to 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 2023-1 Supplement, a copy of which is attached hereto as Exhibit 10.1, and the Series 2023-2 Supplement, a copy of
which is attached hereto as Exhibit 10.2, respectively, each of 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:
Exhibit
No. |
|
Description |
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10.1 |
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Series 2023-1 Supplement, dated as of January 17, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-1 Agent. |
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10.2 |
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Series 2023-2 Supplement, dated as of January 17, 2023, between Avis Budget Rental Car Funding (AESOP) LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2023-2 Agent. |
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104 |
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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/ Jean Sera |
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Name: |
Jean Sera |
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Title: |
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
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Date: January 20, 2023
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