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  4. [8-K] AVIS BUDGET GROUP, INC. Reports Material Event

Avis Budget (NASDAQ: CAR) sells $300M 8.000% 2031 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avis Budget Group, Inc., through subsidiaries Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., issued $300 million of new 8.000% Senior Notes due 2031 as additional notes to its existing 8.000% 2031 series.

The company plans to use the net proceeds from these new notes, together with cash on hand, to redeem a portion of its outstanding 5.750% Senior Notes due 2027 and to pay related fees and expenses. The notes mature on February 15, 2031, pay cash interest semi-annually on May 15 and November 15, and interest on the new notes accrues from May 15, 2026 with the first payment on November 15, 2026.

The notes are senior unsecured obligations guaranteed by Avis Budget Group, Avis Budget Holdings, LLC and specified wholly owned domestic restricted subsidiaries. The indenture includes optional redemption features (including an equity-funded redemption of up to 40% of the notes before November 15, 2026), a 101% change-of-control repurchase requirement, and customary covenants limiting dividends, liens, investments, asset sales, mergers and subsidiary designations.

Positive

  • None.

Negative

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Insights

Avis Budget extends debt maturity by adding $300M of 8% notes to refinance 2027 bonds.

Avis Budget Group added $300 million of 8.000% Senior Notes due 2031, fungible with an existing $500 million tranche. Proceeds plus cash will redeem part of the company’s 5.750% Senior Notes due 2027, shifting some borrowings to a longer maturity at a higher coupon.

The notes are senior unsecured and guaranteed by the parent and key domestic restricted subsidiaries, consistent with typical high-yield capital structures. Covenants limit restricted payments, liens, investments, asset sales, major transactions and unrestricted subsidiary designations, with customary exceptions.

Investors may focus on the trade-off between a longer-dated 8.000% cost of funds and reduced nearer-term refinancing risk on the 2027 notes, as well as protections such as the 101% change-of-control put and optional redemption flexibility outlined in the indenture.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes issuance $300 million aggregate principal amount 8.000% Senior Notes due 2031
Existing 2031 notes $500 million aggregate principal amount 8.000% Senior Notes due 2031 already outstanding
Coupon rate 8.000% per annum Interest rate on Senior Notes due 2031
Legacy notes coupon 5.750% per annum Senior Notes due 2027 to be partially redeemed
Maturity date February 15, 2031 Final maturity of the Senior Notes
Change-of-control price 101% of principal amount Repurchase offer upon specified changes of control
Equity-funded redemption limit Up to 40% of aggregate principal Redeemable with equity proceeds on or before November 15, 2026
Indenture financial
"The New Notes were issued as additional notes pursuant to the Indenture, dated as of November 22, 2023"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Senior Notes financial
"issued $300 million aggregate principal amount of 8.000% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
make-whole premium financial
"at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
change of control financial
"Upon the occurrence of specified kinds of changes of control, ABCR must offer to repurchase the Notes"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
restricted subsidiaries financial
"ABCR’s existing and future direct and indirect wholly owned domestic restricted subsidiaries"
Restricted subsidiaries are parts of a company that are legally limited by its loan or bond agreements from doing things like sending cash up to the parent, selling assets, taking on more debt, or changing their business without permission. Investors care because these limits affect how easily the parent company can use that unit’s money or collateral — like rooms in a house that are locked and unavailable when you need cash or want to refinance — which changes credit risk and financial flexibility.
events of default financial
"The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods)"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
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Understanding 8-K Material Events →
false 0000723612 0000723612 2026-05-29 2026-05-29
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 29, 2026

 

 

Avis Budget Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10308   06-0918165
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

379 Interpace Parkway  
Parsippany, NJ   07054
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 496-4700

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange on Which Registered

Common stock, $0.01 par value   CAR   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).

Emerging growth company ☐

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. ☐

 

 
 

Item 8.01

Other Events.

On May 29, 2026, Avis Budget Car Rental, LLC (“ABCR”) and Avis Budget Finance, Inc. (together, the “Issuers”), each, a wholly-owned subsidiary of Avis Budget Group, Inc. (the “Company”), issued $300 million aggregate principal amount of 8.000% Senior Notes due 2031 (the “New Notes”). The New Notes were issued as additional notes pursuant to the Indenture, dated as of November 22, 2023 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 29, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each by and among the Issuers, the guarantors party thereto and Citibank, N.A., as trustee. The Issuers previously issued $500 million aggregate principal amount of 8.000% Senior Notes due 2031 (the “Existing Notes” and, together with the New Notes, the “Notes”) under the Base Indenture. The New Notes will form part of the same series as the Existing Notes.

The Issuers intend to use the net proceeds from the offering of the New Notes, together with cash on hand, to redeem a portion of its 5.750% Senior Notes due 2027, and pay fees and expenses in connection with the foregoing.

The Notes will mature on February 15, 2031 and bear interest at a rate of 8.000% per annum, payable semi-annually in cash in arrears on May 15 and November 15 of each year. Interest on the New Notes will be deemed to accrue from May 15, 2026 and the first interest payment will be on November 15, 2026.

The Notes are guaranteed on a senior unsecured basis by the Company, Avis Budget Holdings, LLC and ABCR’s existing and future direct and indirect wholly owned domestic restricted subsidiaries that also guarantee ABCR’s senior secured credit facilities.

The Issuers may redeem all or part of the Notes at any time prior to November 15, 2026 at a redemption price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may redeem all or part of the Notes at any time on or after November 15, 2026 at the redemption prices set forth in the Indenture. At any time on or prior to November 15, 2026, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds that ABCR raises in one or more equity offering, at the redemption price specified in the Indenture.

Upon the occurrence of specified kinds of changes of control, ABCR must offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Indenture limits, among other things, the ability of ABCR and its restricted subsidiaries to (i) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (ii) create liens on certain assets to secure debt; (iii) make certain investments; (iv) sell certain assets; (v) consolidate, merge, sell, or otherwise dispose of all or substantially all of ABCR’s assets; and (vi) designate ABCR’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).

The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture and the Notes, which are filed as Exhibits 4.1 and 4.2 to the Current Report on Form 8-K filed on November 22, 2023, and the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, each of which is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description of Exhibit

 4.1    First Supplemental Indenture, dated as of May 29, 2026, by and among Avis Budget Car Rental, LLC and Avis Budget Finance, Inc., as issuers, the guarantors party thereto and Citibank, N.A., as trustee.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

3

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.
By:  

/s/ Jean M. Sera

  Jean M. Sera
  Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary

Date: June 1, 2026

 

4

Source: View Original Filing on SEC EDGAR

FAQ

What did Avis Budget Group (CAR) announce regarding new senior notes?

Avis Budget Group issued $300 million of new 8.000% Senior Notes due 2031 through two wholly owned subsidiaries. These notes are additional to an existing $500 million 8.000% 2031 series and share the same terms, creating a larger single debt tranche.

How will Avis Budget Group (CAR) use the $300 million of new note proceeds?

The company intends to use net proceeds from the $300 million 8.000% Senior Notes, together with cash on hand, to redeem a portion of its 5.750% Senior Notes due 2027 and to pay fees and expenses related to this refinancing transaction.

What are the key terms of Avis Budget Group’s (CAR) new 8.000% notes?

The new notes bear interest at 8.000% per year, mature on February 15, 2031, and pay cash interest semi-annually on May 15 and November 15. Interest on the new notes accrues from May 15, 2026, with the first payment on November 15, 2026.

Who guarantees Avis Budget Group’s (CAR) 8.000% Senior Notes due 2031?

The notes are guaranteed on a senior unsecured basis by Avis Budget Group, Inc., Avis Budget Holdings, LLC and Avis Budget Car Rental’s existing and future wholly owned domestic restricted subsidiaries that also guarantee ABCR’s senior secured credit facilities, providing additional credit support to noteholders.

What redemption and change-of-control features apply to Avis Budget (CAR) notes?

The issuers may redeem the notes before November 15, 2026 at 100% plus a make-whole premium, and at specified prices thereafter. Upon certain changes of control, ABCR must offer to repurchase notes at 101% of principal plus accrued interest, giving investors downside protection.

What covenants are included in Avis Budget Group’s (CAR) 2031 notes indenture?

The indenture restricts ABCR and its restricted subsidiaries from paying certain dividends, creating specified liens, making some investments, selling certain assets, executing major mergers or asset transfers, and designating unrestricted subsidiaries, subject to important limitations and customary exceptions for operational flexibility.

Filing Exhibits & Attachments

4 documents

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