UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 | |
Preferred 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 14, 2018, the Board of Directors of Avis Budget Group, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”), payable on January 26, 2018, for each share of Common Stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding on January 26, 2018 (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 14, 2018, between the Company and Computershare Trust Company, N.A., as Rights Agent.
Each Right entitles the registered holder to purchase from the Company oneone-thousandth of a share of Series S Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $100 per oneone-thousandth of a Preferred Share represented by a 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 Items 1.01 and 5.03 of the Company’s Current Report on Form8-K filed on January 16, 2018 and is qualified in its entirety by reference to the full text of the Rights Agreement.
Item 2. | Exhibits. |
Exhibit No. | Description of Exhibit | |
3.1 | Certificate of Designations of Series S Preferred Stock of Avis Budget Group, Inc., as filed with the Secretary of State of the State of Delaware on January 16, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on January 16, 2018). | |
4.1 | Rights Agreement, dated as of January 14, 2018, 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 Form8-K filed on January 16, 2018). | |
99.1 | Press Release dated January 15, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report onForm 8-K filed on January 16, 2018). |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
3.1 | Certificate of Designations of Series S Preferred Stock of Avis Budget Group, Inc., as filed with the Secretary of State of the State of Delaware on January 16, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed on January 16, 2018). | |
4.1 | Rights Agreement, dated as of January 14, 2018, 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 Form8-K filed on January 16, 2018). | |
99.1 | Press Release dated January 15, 2018 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report onForm 8-K filed on January 16, 2018). |
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/ Bryon L. Koepke | |||
Name: | Bryon L. Koepke | |||
Title: | Senior Vice President and Chief Securities Counsel |
Date: January 16, 2018