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CAR > SEC Filings for CAR > Form 8-K on 25-Mar-2013All Recent SEC Filings

Show all filings for AVIS BUDGET GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AVIS BUDGET GROUP, INC.


25-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financia


Item 1.01 Entry into a Material Definitive Agreement.

Avis Budget Group, Inc. (the "Company") entered into a purchase agreement on March 19, 2013 with respect to the sale by its wholly-owned subsidiary, Avis Budget Car Rental, LLC ("ABCR"), of $500 million aggregate principal amount of 5.50% senior notes due 2023 at an issue price of 100% (the "Notes").

The Notes will be issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes will be senior unsecured obligations of ABCR and will be guaranteed on a senior basis by the Company and certain of its domestic subsidiaries. The offering is subject to customary closing conditions.

The purchase agreement contains customary representations, warranties and agreements by the Company. In addition, the Company has agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities. Furthermore, the Company has agreed with the initial purchasers not to offer or sell any debt securities issued or guaranteed by the Company for a period of 90 days after the date of the purchase agreement without the prior written consent of the representative of the initial purchasers. Subject to customary closing conditions, the sale of the Notes is expected to close on or about April 3, 2013.

The Company intends to use the proceeds from this offering, together with cash on hand, to repurchase any and all of its outstanding 9 5/8% Senior Notes due 2018 and a portion of its outstanding 9.75% Senior Notes due 2020 tendered and accepted by us for purchase pursuant to a tender offer launched March 19, 2013 (the "Tender Offer"), and to pay fees in connection with the offering of the Notes, the Tender Offer and other related expenses. Any remaining proceeds will be used for general corporate purposes.

The initial offering of the Notes and the related guarantees will not be registered under the Securities Act and the Notes and the Guarantees may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the purchase agreement, a copy of which is filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Creation of a Direct Financial Obligation or an Obligation



Item 2.03 under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in "Item 1.01 Entry into a Material Definitive Agreement" is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.   Description
   10.1       Purchase Agreement, dated as of March 19, 2013, by
              and among Avis Budget Car Rental, LLC and Avis Budget
              Finance, Inc. as issuers, Avis Budget Group, Inc. and
              certain of its subsidiaries as guarantors, and
              Barclays Capital Inc. for itself and on behalf of the
              several initial purchasers.


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