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CAR > SEC Filings for CAR > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for AVIS BUDGET GROUP, INC.



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 November 5, 2012 with respect to the sale by its wholly-owned subsidiary, Avis Budget Car Rental, LLC ("ABCR"), of $300 million aggregate principal amount of 4.875% senior notes due 2017 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 November 8, 2012.

The Company intends to use the proceeds from the offering to repay outstanding corporate debt and to pay fees in connection with the offering and other related expenses.

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 November 5, 2010, by
              and among Avis Budget Car Rental, LLC, Avis Budget
              Finance, Inc., Avis Budget Group, Inc., Avis Budget
              Holdings, LLC, AB Car Rental Service, Inc., ARACS
              LLC, Avis Asia and Pacific, LLC, Avis Car Rental
              Group, LLC, Avis Caribbean, Limited, Avis
              Enterprises, Inc., Avis Group Holdings, LLC, Avis
              International, Ltd., Avis Operations, LLC, Avis Rent
              A Car System, LLC, PF Claims Management, Ltd., PR
              Holdco, Inc., Wizard Co., Inc., BGI Leasing, Inc.,
              Budget Rent A Car System, Inc., Budget Rent A Car
              Licensor, LLC, Budget Truck Rental LLC, Runabout,
              LLC, Wizard Services, Inc. and Merill Lynch, Pierce,
              Fenner & Smith, Incorporated for itself and on behalf
              of the several initial purchasers.

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