Avis Budget Group Commences Tender Offer for $450 Million 9 5/8% Senior Notes
Due 2018 and 9.75% Senior Notes Due 2020
PARSIPPANY, N.J., March 19, 2013 (GLOBE NEWSWIRE) -- Avis Budget Group, Inc.
(Nasdaq:CAR) (the "Company") announced today that its wholly-owned
subsidiaries, Avis Budget Car Rental, LLC and Avis Budget Finance, Inc.
(collectively, the "Issuers"), have commenced cash tender offers (the
"Offers") to purchase any and all of the Issuers' outstanding $450 million in
aggregate principal amount of 9 5/8% Senior Notes due 2018 (the "2018 Notes")
and to purchase in an aggregate purchase price up to the Modified Dutch
Auction Cap (as defined below) of their 9.75% Senior Notes due 2020 (the "2020
Notes" and together with the 2018 Notes, the "Notes") on the terms and subject
to the conditions set forth in the Offer to Purchase, dated the date hereof
(as it may be amended or supplemented from time to time, the "Offer to
Purchase"). The Offers are scheduled to expire at 11:59 p.m., New York City
Time, on April 16, 2013, unless extended (such time and date, as the same may
be extended, the "Expiration Date"), and are expected to be funded primarily
with the net proceeds of a concurrent offering of $450 million of senior notes
Information relating to the Notes subject to the Offers is set forth in the
CUSIP Outstanding Early Tender Consideration
Title of Notes Number Principal Premium (1) (Bid
9 5/8% Senior Notes due 053773 AL1 $450,000,000 $30.00 $1,127.50
9.75% Senior Notes due 053773 AQ0 $250,000,000 $30.00 $1,165.00 -
(1) Per $1,000 principal amount of Notes validly tendered (and not validly
withdrawn) at or prior to the applicable Early Tender Deadline and accepted
(2) Includes the applicable Early Tender Premium.
Holders who validly tender (and do not validly withdraw) 2018 Notes at or
prior to 5:00 p.m., New York City time, on April 2, 2013, unless extended (the
"Early Tender Deadline"), will receive the "2018 Notes Total Consideration,"
which for each $1,000 principal amount of 2018 Notes is equal to $1,127.50,
including an "Early Tender Premium" of $30.00 per $1,000 principal amount of
2018 Notes.Holders who validly tender 2018 Notes after the Early Tender
Deadline will not be eligible to receive the Early Tender Premium, and instead
will be entitled to receive only the "2018 Notes Offer Consideration" which is
equal to the 2018 Notes Total Consideration minus the Early Tender Premium.
The consideration payable for each $1,000 principal amount of 2020 Notes will
be determined based on a modified "Dutch Auction" procedure subject to a limit
on the aggregate purchase price to be paid for the 2020 Notes to be
repurchased by the Issuers (the "Modified Dutch Auction Cap") equal to $450.0
million minus the aggregate purchase price paid for all 2018 Notes accepted
for purchase in the 2018 Notes Offer.Holders who validly tender (and do not
validly withdraw) 2020 Notes at or prior to the Early Tender Deadline, will
receive the applicable "2020 Notes Total Consideration," including an Early
Tender Premium of $30.00 per $1,000 principal amount of 2020 Notes.Holders
who validly tender 2020 Notes after the Early Tender Deadline will not be
eligible to receive the Early Tender Premium, and will be entitled to receive
only the "2020 Notes Offer Consideration" which is equal to the 2020 Notes
Total Consideration minus the Early Tender Premium.
As more fully described in the Offer to Purchase, the 2020 Notes Total
Consideration for each $1,000 principal amount of the 2020 Notes validly
tendered (and not validly withdrawn) at or prior to the Early Tender Deadline
and accepted for purchase will be equal to the sum of: (1) the "Base Price"
for the 2020 Notes, which is also equal to the minimum "bid price" and (2) the
"Clearing Premium", which will be determined pursuant to a modified "Dutch
Auction" by consideration of the "bid price" specified by each holder that
tenders 2020 Notes pursuant to the Offers.The bid price for tendered 2020
Notes represents the minimum consideration a holder is willing to receive for
those 2020 Notes and must fall within the acceptable bid price range specified
in the table above and be in increments of $1.25.
The 2020 Notes Offer Consideration for each $1,000 principal amount of the
2020 Notes validly tendered (and not validly withdrawn) after the Early Tender
Deadline and at or prior to the Expiration Date and accepted for purchase will
consist of the 2020 Notes Total Consideration for the 2020 Notes less the
Early Tender Payment.
As more fully described in the Offer to Purchase, the Clearing Premium for the
Offer for the 2020 Notes will be the lowest single bid premium (the amount by
which bid price exceeds the Base Price) at which the Issuers will be able to
purchase 2020 Notes in an aggregate principal amount equal to the Modified
Dutch Auction Cap.If the aggregate amount of 2020 Notes validly tendered (and
not validly withdrawn) at or below the Clearing Premium would cause the
Issuers to purchase more than the Modified Dutch Auction Cap for the Offer for
the 2020 Notes, then holders of 2020 Notes tendered at the Clearing Premium
will be subject to proration as described in the Offer to Purchase.
In addition, the Issuers will pay accrued and unpaid interest on all Notes
tendered and accepted for payment in the Offers from the last interest payment
date up to, but not including, the applicable settlement date.
Tenders for Notes may be validly withdrawn at any time prior to 5:00 p.m., New
York City time, or April 2, 2013, unless extended (the "Withdrawal Deadline"),
but not thereafter unless otherwise required by applicable law.
The Issuers reserve the right, in their sole discretion, to increase the
Modified Dutch Auction Cap for the 2020 Notes.If the Issuers increase the
Modified Dutch Auction Cap, they do not currently intend to extend the
Withdrawal Deadline or otherwise reinstate withdrawal rights.
The consummation of the Offers is conditioned upon, among other things, the
Issuers receiving proceeds from their proposed notes offering, which has been
launched concurrently with the Offers, in an aggregate principal amount of at
least $450.0 million.If any of the conditions are not satisfied, the Issuers
may terminate one or both of the Offers and return tendered Notes.The Issuers
have the right to waive any of the foregoing conditions with respect to the
Notes and to consummate the Offers.In addition, the Issuers have the right,
in their sole discretion, to terminate either of the Offers at any time,
subject to applicable law.
The Issuers have retained Barclays Capital Inc. to act as the Dealer Manager
for the Offers. D.F. King & Co., Inc. is the Information Agent and Tender
Agent for the Offers. Questions regarding the Offers should be directed to
Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581
(collect). Requests for documentation should be directed to D.F. King & Co.,
Inc. at (212) 269-5550 (banks and brokers) and (800) 967-4617 (all others).
This press release is for informational purposes only. This press release is
not an offer to purchase or a solicitation of an offer to purchase with
respect to any Notes or any other securities. The Offers are being made solely
pursuant to the Offer to Purchase and related documents. The Offers are not
being made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the securities
laws or blue sky laws require the Offers to be made by a licensed broker or
dealer, the Offers will be deemed to be made on behalf of the Issuers by the
Dealer Manager, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction. None of the Company, the Issuers, the
Dealer Manager, the Information Agent or the Tender Agent makes any
recommendation as to whether holders should tender or refrain from tendering
their Notes. Holders must make their own decision as to whether to tender
Notes and, if so, the principal amount of the Notes to tender.
About Avis Budget Group, Inc.
Avis Budget Group, Inc. is a leading global provider of vehicle rental
services, both through its Avis and Budget brands, which have more than 10,000
rental locations in approximately 175 countries around the world, and through
its Zipcar brand, which is the world's leading car sharing network, with more
than 775,000 members. Avis Budget Group operates most of its car rental
offices in North America, Europe and Australia directly, and operates
primarily through licensees in other parts of the world. Avis Budget Group has
approximately 29,000 employees and is headquartered in Parsippany, N.J. More
information is available at www.avisbudgetgroup.com.
The Avis Budget Group, Inc. logo is available at
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," "will,"
"should," "would," "may" and "could" or similar words or expressions are
generally forward-looking in nature and not historical facts. Important risks,
assumptions and other important factors that could cause future results to
differ materially from those expressed in the forward-looking statements are
specified in Avis Budget Group's Annual Report on Form 10-K for the year ended
December 31, 2012, including under headings such as "Forward-Looking
Statements", "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in other filings and
furnishings made by the Company with the Securities and Exchange Commission
from time to time. 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.
CONTACT: John Barrows
Avis Budget Group, Inc. Logo
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