UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 9, 2007 (February 9,
2007)
_________________
Avis
Budget Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
_________________
|
Delaware
|
1-10308
|
06-0918165
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
6
Sylvan Way
Parsippany,
NJ
|
07054
|
|
(Address
of Principal Executive Offices)
|
(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))
Item 1.01. Entry
into a Material Definitive Agreement.
On
February 9, 2007, Avis Budget Group agreed to guarantee (the “Guarantee”) the
payment of principal of, premium, if any, and interest on the $1.0 billion
aggregate principal amount of senior notes issued by our Avis Budget Car Rental,
LLC subsidiary on April 19, 2006 (the “Notes”). The Notes consist of Avis Budget
Car Rental’s 7.625% Senior Notes due 2014, 7.75% Senior Notes due 2016 and
Floating Rate Senior Notes due 2014.
Avis
Budget Group executed a Supplemental Indenture, dated February 9, 2007, to
provide the Guarantee in accordance with the terms and limitations of the Notes
and the indenture governing the Notes. A copy of the Supplemental Indenture
and
our press release announcing the Guarantee are attached hereto as Exhibit
10.1
and
Exhibit
99.1,
respectively, and are incorporated by reference herein.
In
connection with the issuance of the Notes, we are required to file a
registration statement with the SEC to enable holders of the Notes to exchange
the Notes for registered notes. We have agreed to use our reasonable best
efforts to cause the exchange to be completed within 405 days after the issuance
of the Notes. As a result of issuing the Guarantee, Avis Budget Group will
be a
registrant of the exchange offer registration statement. Therefore, while Avis
Budget Group will continue to file periodic reports with the Securities and
Exchange Commission, we do not expect Avis Budget Car Rental, LLC or any of
our
other subsidiaries to file periodic reports. We expect to file the exchange
offer registration statement in March 2007 following the filing of our 2006
Annual Report on Form 10-K and we expect to complete the exchange offer within
the time period described above.
We
expect
to achieve cost savings as a result of filing periodic reports for just one
entity. In consideration for the Guarantee, we received $14 million, before
fees
and expenses, from certain institutional investors in a transaction arranged
by
Deutsche Bank.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Statements preceded by, followed by or that
otherwise include the words "believes", "expects", "anticipates", "intends",
"projects", "estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will", "should", "would",
"may" and "could" are generally forward-looking in nature and not historical
facts. Any statements that refer to expectations or other characterizations
of future events, circumstances or results are forward-looking
statements.
Various
risks that could cause future results, performance or achievements to differ
from those expressed by the forward-looking statements included in this Form
8-K
include, but are not limited to our ability to cause the exchange offer
registration statement to be declared effective. Other unknown or unpredictable
factors also could have material adverse effects on Avis Budget Group’s
performance or achievements. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this Form 8-K may not
occur. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is stated,
as
of the date of this Form 8-K. Important assumptions and other important factors
that could cause actual results to differ materially from those in the
forward-looking statements are specified in Avis Budget Group's Quarterly
Reports on Form 10-Q for the period ended June 30, 2006 and September 30, 2006,
included under headings such as "Forward-Looking Statements", “Risk Factors” and
"Management’s Discussion and Analysis of Financial Condition and Results of
Operations". Except for the Company's ongoing obligations to disclose material
information under the federal securities laws, the Company undertakes no
obligation to release publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated events unless
required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Supplemental
Indenture, dated February 9, 2007, among Avis Budget Car Rental,
LLC and
Avis Budget Finance, Inc., the Guarantors parties thereto and The
Bank of
Nova Scotia Trust Company of New York, as trustee.
|
|
|
99.1
|
Press
Release dated February 9, 2007
|
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 hereunto
duly authorized.
|
AVIS
BUDGET GROUP, INC.
|
|||
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By:
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/s/
Jean M. Sera
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||
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Jean
M. Sera
Senior
Vice President and Secretary
|
Date:
February 9, 2007
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Supplemental
Indenture, dated February 9, 2007, among Avis Budget Car Rental,
LLC and
Avis Budget Finance, Inc., the Guarantors parties thereto and The
Bank of
Nova Scotia Trust Company of New York, as trustee.
|
|
|
99.1
|
Press
Release dated February 9, 2007.
|
Exhibit
10.1
AVIS
BUDGET CAR RENTAL, LLC
and
AVIS
BUDGET FINANCE, INC.,
as
Issuers,
The
GUARANTORS from time to time parties hereto
and
THE
BANK
OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
as
Trustee
______
SUPPLEMENTAL
INDENTURE
DATED
as
of FEBRUARY 9, 2007
TO
THE
INDENTURE
DATED
as
of APRIL 19, 2006
______
FLOATING
RATE SENIOR NOTES DUE 2014
7.625%
SENIOR NOTES DUE 2014
7.75%
SENIOR NOTES DUE 2016
SUPPLEMENTAL
INDENTURE, dated as of February 9, 2007 (this "Supplemental
Indenture"),
by
and among Avis Budget Group, Inc., a corporation organized under the laws of
the
State of Delaware ("Avis
Budget Group"),
Avis
Budget Car Rental, LLC, a limited liability company organized under the laws
of
the State of Delaware (the "Company"),
and
Avis Budget Finance, Inc., a corporation organized under the laws of the State
of Delaware (together with the Company, "the Issuers"),
the
other guarantors parties hereto (the "Existing
Guarantors")
and
The Bank of Nova Scotia Trust Company of New York, as trustee (the "Trustee")
under
the Indenture referred to below.
WHEREAS,
the Issuers, the Existing Guarantors and the Trustee are parties to an
indenture, dated as of April 19, 2006 (the "Indenture"),
providing for the issuance of Floating Rate Senior Notes due 2014, 7.625% Senior
Notes due 2014 and 7.75% Senior Notes due 2016 of the Issuers (collectively,
the
“Notes”);
and
WHEREAS,
Section 901(4) of the Indenture provides that the Company may enter into a
supplemental indenture to the Indenture with the Trustee to add Guarantees
(as
such term is defined in the Indenture) with respect to the Notes, without the
consent of the Holders; and
WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture
a
valid and binding agreement have been duly performed and complied
with.
NOW,
THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
it
is mutually covenanted and agreed, for the benefit
of all Holders of the Notes as follows:
ARTICLE
I
DEFINITIONS
AND INCORPORATION BY REFERENCE
Section
1.1 Unless
the context otherwise requires:
(a) a
term
not defined herein that is defined in the Indenture has the same meaning when
used in this Supplemental Indenture;
(b) a
term
defined anywhere in this Supplemental Indenture has the same meaning
throughout;
(c) the
singular includes the plural and vice versa;
(d) unless
otherwise specified, any reference to a Section or Article is to a Section
or
Article of this Supplemental Indenture; and
(e) headings
are for convenience of reference only and do not affect
interpretation;
Section
1.2 The
definition of "Guarantor" contained in Section 101 of the Indenture is hereby
amended to read in its entirety as follows:
"Guarantor"
means
Avis
Budget Group, Inc., a corporation organized under the laws of the State of
Delaware, Avis
Budget Holdings, LLC, a limited liability company organized under the laws
of
the State of Delaware, and each Subsidiary Guarantor.
ARTICLE
II
REGISTRATION
RIGHTS AGREEMENT
Section
2.1 Promptly
following the execution and delivery of this Supplemental Indenture, Avis Budget
Group will execute a counterpart to the Registration Rights Agreement, dated
April 19, 2006, by and among the Issuers, the guarantors party thereto and
J.P.
Morgan Securities Inc., on behalf of itself and the other initial purchasers
listed on schedule 2 thereto (the "Initial
Purchasers"),
in
the form attached thereto as Annex A, and will deliver such counterpart to
the
Initial Purchasers no later than five Business Days following the execution
thereof.
ARTICLE
III
MISCELLANEOUS
Section
3.1 The
Trustee accepts the trusts created by the Indenture, as amended and
supplemented
by this Supplemental Indenture, and agrees to perform the same upon the terms
and conditions of the Indenture, as amended and supplemented by this
Supplemental Indenture. The Trustee makes no representation or warranty as
to
the validity or sufficiency of this Supplemental Indenture or as to the accuracy
of the recitals to this Supplemental Indenture.
Section
3.2 All
covenants and agreements in this Supplemental Indenture by the Issuers, the
Guarantors and the Trustee shall bind their respective successors and assigns,
whether so expressed or not.
Section
3.3 In
case
any provisions in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section
3.4 Nothing
in this Supplemental Indenture is intended or shall be construed to give any
Person, other than the Holders and the Trustee, any legal or equitable right,
remedy or claim under or in respect of any Guarantee by Avis Budget Group or
any
provision contained herein or in Article XIII of the Indenture.
Section
3.5 The
parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same
agreement.
Section
3.6 THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR
IN
RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE
TO
SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.
Section
3.7 Except
as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain
in
full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.
Section
3.8 The
Section headings herein are for convenience of reference only and shall not
be
deemed to alter or affect the meaning or interpretation of any provisions
hereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first written above.
|
AVIS
BUDGET CAR RENTAL, LLC
AVIS
BUDGET FINANCE, INC.
|
|||
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By:
|
/s/ David B. Wyshner | ||
|
Name:
David B. Wyshner
Title: Executive
Vice President,
Chief
Financial Officer and
Treasurer
|
|
AVIS BUDGET GROUP, INC.
AVIS
BUDGET HOLDINGS, LLC
|
|||
|
By:
|
/s/ David B. Wyshner | ||
|
Name:
David B. Wyshner
Title: Executive
Vice President,
Chief
Financial Officer and
Treasurer
|
| AVIS ASIA
AND PACIFIC,
LIMITED
AVIS
CAR RENTAL GROUP, LLC
AVIS
CARIBBEAN, LIMITED
AVIS
ENTERPRISES, INC.
AVIS
GROUP HOLDINGS, LLC
AVIS
INTERNATIONAL, LTD.
AVIS
LEASING CORPORATION
AVIS
RENT A CAR SYSTEM, LLC
PF
CLAIMS MANAGEMENT, LTD.
WIZARD
CO., INC.
|
|||
|
By:
|
/s/ F. Robert Salerno | ||
|
Name:
F. Robert Salerno
Title: President
|
|
AB CAR RENTAL SERVICES, INC.
|
|||
|
By:
|
/s/ David B. Wyshner | ||
|
Name:
David B. Wyshner
Title: Treasurer
|
| ARACS
LLC
AVIS
OPERATIONS, LLC
|
|||
|
By:
|
/s/ F. Robert Salerno | ||
|
Name:
F. Robert Salerno
Title: President
|
|
BGI
LEASING, INC.
BUDGET
RENT A CAR SYSTEM, INC.
|
|||
|
By:
|
/s/ David B. Wyshner | ||
|
Name:
David B. Wyshner
Title: Executive
Vice President,
Chief
Financial Officer and
Treasurer
|
|
BUDGET TRUCK RENTAL LLC
|
|||
|
By:
|
/s/ David B. Wyshner | ||
|
Name:
David B. Wyshner
Title: Executive
Vice President,
Chief
Financial Officer and
Treasurer
|
|
Signature
Page to Supplemental Indenture
|
|
THE
BANK OF NOVA SCOTIA TRUST
COMPANY
OF NEW YORK, as Trustee
|
|||
|
By:
|
/s/ Warren Goshine | ||
|
Authorized
Officer
|
Exhibit
99.1
AVIS
BUDGET GROUP ANNOUNCES GUARANTEE OF
SENIOR
NOTES ISSUED BY AVIS BUDGET CAR RENTAL
PARSIPPANY,
N.J., February 9, 2007 - Avis
Budget Group, Inc. (NYSE:
CAR)
announced today that it has agreed to guarantee the principal of, and interest
on, the $1.0 billion aggregate principal amount of senior notes issued
by its
Avis Budget Car Rental subsidiary in April 2006. Accordingly, Avis Budget
Car
Rental’s 7.625%
Senior Notes due 2014, 7.75% Senior Notes due 2016 and Floating Rate Senior
Notes due 2014 will now have the benefit of a parent-company
guarantee.
As
a
result of the guarantee, under applicable rules of the Securities and Exchange
Commission, the Company will continue to file periodic reports with the
SEC for
Avis Budget Group but does not expect that periodic reports will be required
for
any of its subsidiaries, including Avis Budget Car Rental. The Company
expects
to achieve cost savings as a result of filing periodic reports for just
one
entity. In consideration of Avis Budget Group’s agreement to guarantee the
notes, the Company received $14 million, before fees and expenses, from
certain
institutional investors in a transaction arranged by Deutsche Bank Securities
Inc.
The
guarantee has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.
About
Avis Budget Group, Inc.
Avis
Budget Group is a leading provider of vehicle rental services, with operations
in more than 70 countries. Through its Avis and Budget brands, the Company
is
the largest general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions. Avis Budget Group is
headquartered in Parsippany, N.J. and has more than 30,000
employees. For more information about Avis Budget Group, visit
www.avisbudgetgroup.com.
Forward-Looking
Statements
Certain
statements in this press release constitute "forward-looking statements"
within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties
and
other factors which may cause the actual results, performance or achievements
of
the Company to be materially different from any future results, performance
or
achievements expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words "believes",
"expects", "anticipates", "intends", "projects", "estimates", "plans",
"may
increase", "may fluctuate" and similar expressions or future or conditional
verbs such as "will", "should", "would", "may" and "could" are generally
forward-looking in nature and not historical facts. Any statements that
refer to
expectations or other characterizations
of future events, circumstances or results are forward-looking
statements.
You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as of
the date
of this press release. Important risks, assumptions, uncertainties and
important
factors that could cause actual results, performance or achievements to
differ
materially from those in the forward-looking statements are specified in
Avis
Budget Group's Quarterly Reports on Form 10-Q for the period ended June
30, 2006
and September 30, 2006, included under headings such as "Forward-Looking
Statements", “Risk Factors” and "Management’s Discussion and Analysis of
Financial Condition and Results of Operations". Except for the Company's
ongoing
obligations to disclose material information under the federal securities
laws,
the Company undertakes no obligation to release publicly any revisions
to any
forward-looking statements, to report events or to report the occurrence
of
unanticipated events unless required by law.
Media
Contacts
John
Barrows Susan
McGowan
(973)
496-7865 (973)
496-3916
Investor
Contact
David
Crowther
(973)
496-7277