UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Avis Budget Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 06-0918165 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 6 Sylvan Way Parsippany, New Jersey |
07054 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Common Stock Purchase Rights | NASDAQ |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
On January 27, 2020, a duly authorized committee of the Board of Directors of Avis Budget Group, Inc. (the “Company”) declared a dividend of one common share purchase right (a “Right”), payable on February 7, 2020, for each share of Common Stock, par value $0.01 per share, of the Company (the “Common Shares”), outstanding on February 7, 2020, (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of January 27, 2020, between the Company and Computershare Inc., as Rights Agent.
Each Right entitles the registered holder to purchase from the Company one Common Share of the Company at a price of $110.00 per Right (the “Purchase Price”), subject to adjustment.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Item 1.01 of the Company’s Current Report on Form 8-K filed on January 28, 2020 and is qualified in its entirety by reference to the full text of the Rights Agreement.
| Item 2. | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 4.1 | Rights Agreement, dated as of January 27, 2020, between Avis Budget Group, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 28, 2020). | |
| 99.1 | Press Release dated January 28, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 28, 2020). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| AVIS BUDGET GROUP, INC. | ||
| By: | /s/ Jean M. Sera | |
| Jean M. Sera | ||
| Senior Vice President and Secretary | ||
Date: January 28, 2020