On February 17, 2021, Avis Budget Group, Inc. (the “Company”), entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) by and among the Company, on the one hand, and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. (the “Sales Agents”), on the other hand. Pursuant to the terms of the Equity Distribution Agreement, the Company may sell, from time to time through or to the Sales Agents, as the Company’s sales agents or as principals, up to 10 million shares of the Company’s common stock, par value $0.01 per share (the “Shares”). The sales, if any, of the Shares made under the Equity Distribution Agreement may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by sales made directly on or through the Nasdaq Global Select Market or another market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed with the applicable Sales Agent. The Sales Agents may also sell the Shares by any other method permitted by law.
For sales of Shares through the Sales Agents, as the Company’s sales agents, the Company will pay the Sales Agents a commission at a mutually agreed rate, not to exceed 2% of the gross sales price per Share. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agents in connection with the offering. The Company may also sell Shares to one or more of the Sales Agents as principal for such Sales Agent’s own account at a price agreed upon at the time of sale. If the Company sells Shares to one or more of the Sales Agents as principal, the Company will enter into a separate terms agreement with such Sales Agent. The Company has no obligation to sell any shares under the Equity Distribution Agreement, and may at any time suspend the offering of shares under the Equity Distribution Agreement.
The Equity Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Sales Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company expects to use the net proceeds from sales of the Shares under the Equity Distribution Agreement, if any, for general corporate purposes.
The Company filed a shelf registration statement on Form S-3 (File No. 333-253195) and a prospectus supplement, dated February 17, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Shares pursuant to the Equity Distribution Agreement.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Kirkland & Ellis LLP relating to the Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.