Avis Budget Group, Inc. (NASDAQ:CAR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On January23, 2017, the Board of Directors of Avis Budget Group,
Inc. (the Company) declared a dividend of one preferred share
purchase right (a Right), payable on February2, 2017, for each
share of Common Stock, par value $0.01 per share (the Common
Shares), of the Company outstanding on February2, 2017 (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 January23, 2017, between the Company and Computershare Trust
Company, N.A., as Rights Agent. Each Right entitles the
registered holder to purchase from the Company one one-thousandth
of a share of Series R Preferred Stock, par value $0.01 per share
(the Preferred Shares), of the Company at a price of $90 per one
one-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. The following description of
the Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Rights Agreement, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.

Distribution Date; Exercisability; Expiration

Initially, the Rights will be attached to all Common Share
certificates and no separate certificates evidencing the Rights
(Right Certificates) will be issued. Until the Distribution Date
(as defined below), the Rights will be transferred with and only
with the Common Shares. As long as the Rights are attached to the
Common Shares, the Company will issue one Right with each new
Common Share so that all such shares will have Rights attached.

The Rights will separate and begin trading separately from the
Common Shares, and Right Certificates will be caused to evidence
the Rights, on the earlier to occur of (i)the Close of Business
(as such term is defined in the Rights Agreement) on the tenth
day following a public announcement, or the public disclosure of
facts indicating, that a Person (as such term is defined in the
Rights Agreement), group of affiliated or associated Persons or
any other Person with whom such Person is Acting In Concert (as
defined below) has acquired Beneficial Ownership (as defined
below) of 10% or more of the outstanding Common Shares (an
Acquiring Person) (or, in the event an exchange is effected in
accordance with Section24 of the Rights Agreement and the Board
determines that a later date is advisable, then such later date)
or (ii)the Close of Business on the tenthBusiness Day (as such
term is defined in the Rights Agreement) (or such later date as
may be determined by action of the Board of Directors prior to
such time as any Person becomes an Acquiring Person) following
the commencement of a tender offer or exchange offer the
consummation of which would result in the Beneficial Ownership by
a Person or group of 10% or more of the outstanding Common Shares
(the earlier of such dates, the Distribution Date). As soon as
practicable after the Distribution Date, unless the Rights are
recorded in book-entry or other uncertificated form, the Company
will prepare and cause the Right Certificates to be sent to each
record holder of Common Shares as of the Close of Business on the
Distribution Date.

An Acquiring Person will not include (i)the Company, (ii)any
Subsidiary (as such term is defined in the Rights Agreement) of
the Company, (iii)any employee benefit plan of the Company or of
any Subsidiary of the Company, (iv)any entity holding Common
Shares for or to the terms of any such employee benefit plan or
(v)any Person who or which, at the time of the first public
announcement of the Rights Agreement, is a Beneficial Owner of
10% or more of the Common Shares then outstanding (a
Grandfathered Stockholder). However, if a Grandfathered
Stockholder becomes, after such time, the Beneficial Owner of any
additional Common Shares (regardless of whether, thereafter or as
a result thereof, there is an increase, decrease or no change in
the percentage of Common Shares then outstanding beneficially
owned by such Grandfathered Stockholder) then such Grandfathered
Stockholder shall be deemed to be an Acquiring Person unless,
upon such acquisition of Beneficial Ownership of additional
Common Shares, such person is not the Beneficial Owner of 10% or
more of the Common Shares then outstanding. In addition, upon the
first decrease of a Grandfathered Stockholders Beneficial
Ownership below 10%, such Grandfathered Stockholder will cease to
be a Grandfathered Stockholder. In the event that after the time
of the first public announcement of the Rights Agreement, any
agreement, arrangement or understanding to which any
Grandfathered Stockholder is deemed to be the Beneficial Owner of
Common Shares expires, terminates or no longer confers any
benefit to or imposes any obligation on the Grandfathered
Stockholder, any direct or indirect replacement, extension or
substitution of such agreement,

arrangement or understanding with respect to the same or
different Common Shares that confers Beneficial Ownership of
Common Shares shall be considered the acquisition of Beneficial
Ownership of additional Common Shares by the Grandfathered
Stockholder and render such Grandfathered Stockholder an
Acquiring Person for purposes of the Rights Agreement unless,
upon such acquisition of Beneficial Ownership of additional
Common Shares, such person is not the Beneficial Owner of 10% or
more of the Common Shares then outstanding; provided,
however, a Grandfathered Stockholder shall not be deemed
to acquire Beneficial Ownership of additional Common Shares if,
upon final expiration of a Cash Settled Derivative (as such term
is defined in the Rights Agreement) in accordance with its terms
in effect as of, and as publicly disclosed in a filing with the
Securities and Exchange Commission prior to, the date hereof, a
Grandfathered Stockholder replaces, extends or substitutes such
Cash Settled Derivative (an Expiring Cash Settled Derivative)
with a Cash Settled Derivative which does not, by virtue of such
replacement, extension or substitution, increase the Beneficial
Ownership of such Grandfathered Stockholder as compared to the
Beneficial Ownership attributed to the Grandfathered Stockholder
in respect of the Expiring Cash Settled Derivative.

Beneficial Ownership is defined in the Rights Agreement to
include any securities that a Person or any of such Persons
Affiliates or Associates (as such terms are defined in the Rights
Agreement) (a)beneficially owns, directly or indirectly, within
the meaning of Rules 13d-3 or 13d-5 promulgated under the
Exchange Act, (b)has the right to acquire or vote to any
agreement, arrangement or understanding (except under limited
circumstances), (c)which are directly or indirectly beneficially
owned by any other Person with which such Person has any
agreement, arrangement or understanding for the purpose of
acquiring, holding or voting such securities, or obtaining,
changing or influencing control of the Company, or with whom such
Person is Acting in Concert or (d)in respect of which such Person
has a Derivative Position (as such term is defined in the Rights
Agreement).

The Rights Agreement provides that a Person shall be deemed to be
Acting in Concert with another Person if such Person knowingly
acts (whether or not to an express agreement, arrangement or
understanding) in concert or in parallel with such other Person,
or towards a common goal with such other Person, relating to
(i)acquiring, holding, voting or disposing of voting securities
of the Company or (ii)changing or influencing the control of the
Company or in connection with or as a participant in any
transaction having that purpose or effect, where (A)each Person
is conscious of the other Persons conduct or intent and this
awareness is an element in their decision-making processes and
(B)at least one additional factor supports a determination by the
Board of Directors that such Persons intended to act in concert
or in parallel. A Person who is Acting in Concert with another
Person shall also be deemed to be Acting in Concert with any
third Person who is also Acting in Concert with such other
Person.

The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Close of Business on January22, 2018
(the Final Expiration Date).

Exempt Persons

The Board may, in its sole and absolute discretion, determine
that a Person is exempt from the Rights Agreement (an Exempt
Person), so long as such determination is made prior to such time
as such Person becomes an Acquiring Person. In addition, any
Person will cease to be an Exempt Person if the Board makes a
contrary determination with respect to such Person regardless of
the reason therefor.

Flip-in Event

If a Person or group becomes an Acquiring Person at any time
after the date of the Rights Agreement (with certain limited
exceptions), the Rights will become exercisable for Common Shares
(or, in certain circumstances, Preferred Shares or other similar
securities of the Company) having a value equal to two times the
exercise price of the Right. From and after the announcement that
any Person has become an Acquiring Person, if the Rights
evidenced by a Right Certificate are or were acquired or
beneficially owned by an Acquiring Person or any Associate or
Affiliate of an Acquiring Person or any other Person with whom
such Person is Acting in Concert, such Rights shall become void,
and any holder of such Rights shall thereafter have no right to
exercise such Rights. If the Board of Directors so elects, the
Company shall deliver upon payment of the exercise price of a
Right an amount of cash or securities equivalent in value to the
Common Shares issuable upon exercise of a Right.

Exchange

At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any Person or group of a majority of
the outstanding Common Shares, the Board of Directors may
exchange the Rights (other than Rights owned by such Person or
group which have become void), in whole or in part, at an
exchange ratio of one Common Share per Right (subject to
adjustment). The Company may issue, transfer or deposit such
Common Shares (or other property as permitted under the Rights
Agreement) to or into a trust or other entity created upon such
terms as the Board of Directors may determine and may direct that
all holders of Rights receive such Common Shares or other
property only from the trust. In the event the Board of Directors
determines, before the Distribution Date, to effect an exchange,
the Board of Directors may delay the occurrence of the
Distribution Date to such time as it deems advisable.

Flip-over Event

If, at any time after a Person becomes an Acquiring Person,
(i)the Company consolidates with, or merges with and into, any
other Person; (ii)any Person consolidates with the Company, or
merges with and into the Company, and the Company is the
continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Shares are
or will be changed into or exchanged for stock or other
securities of any other Person (or the Company) or cash or any
other property; or (iii)50% or more of the Companys consolidated
assets or Earning Power (as defined in the Rights Agreement) are
sold, then proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of
two times the exercise price of the Right.

Redemption

At any time prior to the time any Person becomes an Acquiring
Person, the Board of Directors may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the Redemption
Price). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.

Amendment

The terms of the Rights may be amended by the Board of Directors
without the consent of the holders of the Rights, except that
from and after such time as any Person becomes an Acquiring
Person no such amendment may adversely affect the interests of
the holders of the Rights (other than the Acquiring Person and
its Affiliates and Associates and any other Person with whom such
Person is Acting in Concert).

Preferred Stock Rights

Each Preferred Share will entitle the holder thereof to the same
dividends and liquidation rights as if the holder held one Common
Share and will be treated the same as a Common Share in the event
of a merger, consolidation or other share exchange.

Rights of Holders

Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.

Item3.03. Material Modifications to Rights of Security
Holders.

The information set forth in Items 1.01 and 5.03 of this Current
Report on Form 8-K is incorporated herein by reference.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on
January23, 2017, the Company filed a Certificate of Designations
of Series R Preferred Stock with the Secretary of State of the
State of Delaware. A copy of the Certificate of Designations of
Series R Preferred Stock is attached hereto as Exhibit 3.1 and
incorporated herein by reference.

Item8.01. Other Events.

On January23, 2017, the Company issued a press release, which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Item9.01.Financial Statements and Exhibits.

(d)Exhibits.

About Avis Budget Group, Inc. (NASDAQ:CAR)

Avis Budget Group Inc. is a provider of vehicle rental and car sharing services. The Company operates three brands, which include Avis, Budget and Zipcar. Avis is a rental car supplier and Budget is a rental vehicle supplier. It also owns Payless, which a car rental brand, and Apex, which is a car rental brand in New Zealand and Australia. It operates in two segments: Americas and International. The Americas segment provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in North America, South America, Central America and the Caribbean, and operates its car sharing business in certain of these markets. The International segment provides and licenses the Company’s brands to third parties for vehicle rentals and ancillary products and services in Europe, the Middle East, Africa, Asia, South America, Central America, the Caribbean, Australia and New Zealand, and operates its car sharing business in certain of these markets.

Avis Budget Group, Inc. (NASDAQ:CAR) Recent Trading Information

Avis Budget Group, Inc. (NASDAQ:CAR) closed its last trading session up +1.53 at 39.06 with 1,453,726 shares trading hands.