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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/22 Avis Budget Group, Inc. 8-K:1,2,9 4/14/22 13:2.6M Paul Weiss Ri… LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-10.1 Material Contract HTML 279K 3: EX-10.2 Material Contract HTML 674K 4: EX-10.3 Material Contract HTML 621K 8: R1 Cover HTML 46K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- eh220244714_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- car-20220414_lab XML 97K 7: EX-101.PRE XBRL Presentations -- car-20220414_pre XML 64K 5: EX-101.SCH XBRL Schema -- car-20220414 XSD 12K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 13: ZIP XBRL Zipped Folder -- 0000950142-22-001417-xbrl Zip 288K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) i April 14, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-10308 | i 06-0918165 | ||
| (State or Other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
i Parsippany, i NJ |
i 07054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(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.):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Common Stock, par value $0.01 | i CAR | i 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).
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. ☐
C:
| Item 1.01 | Entry into Material Definitive Agreements. |
On April 14, 2022 (the “Closing Date”), our Avis Budget Rental Car Funding (AESOP) LLC subsidiary (“ABRCF”) issued $750 million of asset-backed securities with a maturity of six years, comprised of $540 million aggregate principal amount of Series 2022-1 3.83%, Class A notes, $71.25 million aggregate principal amount of Series 2022-1 4.30%, Class B notes, $48.75 million aggregate principal amount of Series 2022-1 4.84%, Class C notes and $90 million aggregate principal amount of Series 2022-1 6.79%, Class D notes. ABRCF also issued $41.25 million aggregate principal amount of Series 2022-1 7.767%, Class R notes, which are subordinated to the Class A, Class B, Class C and Class D notes and which were issued to its sole member, AESOP Leasing L.P. The notes were issued under the Series 2022-1 Supplement, dated as of April 14, 2022, between ABRCF and The Bank of New York Mellon Trust Company, N.A., as trustee and Series 2022-1 Agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended, the “Base Indenture”).
Additionally, on April 14, 2022, ABRCF completed an amendment and renewal of its asset-backed variable-funding financing facilities, which provide a portion of the financing for our car rental fleet in the United States. This financing is comprised of two facilities, known as the Series 2010-6 Notes and the Series 2015-3 Notes, each consisting of Class A Notes, Class B Notes and Class R Notes, with a maximum available amount of (x) in the case of the Series 2010-6 Notes, (i) on the Closing Date to but excluding October 31, 2022, $3.4 billion, comprised of $2.98 billion of Class A Notes, $227.5 million of Class B Notes and $192.45 million of Class R Notes and (ii) on and after October 31, 2022, $2.8 billion, comprised of $2.5 billion of Class A Notes, $136.5 million of Class B Notes and $158.19 million of Class R Notes and (y) in the case of the Series 2015-3 Notes, (i) on the Closing Date to but excluding October 31, 2022, $342 million, comprised of $300 million of Class A Notes, $22.5 million of Class B Notes and $19.35 million of Class R Notes and (ii) on and after October 31, 2022, $279 million, comprised of $250 million of Class A Notes, $13.5 million of Class B Notes and $15.8 million of Class R Notes, respectively. For each of the Series 2010-6 Notes and the Series 2015-3 Notes, the Class A Notes and the Class R Notes have a two-year term and a maturity date of April 1, 2024 and the Class B Notes have a one-year term and a maturity date of March 31, 2023. The Series 2010-6 Notes are issued under the Fifth Amended and Restated Series 2010-6 Supplement, dated April 14, 2022, among ABRCF, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2010-6 Agent, to the Base Indenture. The Series 2015-3 Notes are issued under the Third Amended and Restated Series 2015-3 Supplement, dated April 14, 2022, among ABRCF, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Series 2015-3 Agent, 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 2022-1 Supplement, a copy of which is attached hereto as Exhibit 10.1, the Fifth Amended and Restated Series 2010-6 Supplement, a copy of which is attached hereto as Exhibit 10.2, and the Third Amended and Restated Series 2015-3 Supplement, a copy of which is attached hereto as Exhibit 10.3, respectively, and, in each case, 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.
C:| C: |
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
C:
| C: 2 |
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 | ||
| Jean M. Sera | |||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |||
Date: April 19, 2022
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| 3 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/1/24 | ||||
| 3/31/23 | ||||
| 10/31/22 | ||||
| Filed on: | 4/19/22 | 8-K | ||
| For Period end: | 4/14/22 | |||
| 6/3/04 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Avis Budget Group, Inc. 10-K 12/31/23 140:17M 2/16/23 Avis Budget Group, Inc. 10-K 12/31/22 135:17M 8/02/22 Avis Budget Group, Inc. 10-Q 6/30/22 93:9.8M |