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

Item1.01

Amended and Restated Cooperation
Agreement

On May3, 2017, Avis Budget Group, Inc. (the Company) entered into
an Amended and Restated Cooperation Agreement (the Amended and
Restated Cooperation Agreement) with SRS Investment Management,
LLC and certain of its affiliates (collectively, SRS) regarding
the membership and composition of the Companys board of directors
(the Board) and related matters. The Company and SRS previously
entered into a Cooperation Agreement, dated January25, 2016, as
described on the Companys Form 8-K filed on January25, 2016.

SRS has agreed to abide by certain standstill provisions during a
standstill period commencing on the date of the Amended and
Restated Cooperation Agreement and ending on the earlier of
January25, 2018 and 30 days prior to the deadline for the
submission of stockholder nominations of director candidates at
the Companys 2018 annual meeting of stockholders (the Standstill
Period). During the Standstill Period, SRS has agreed not to
(among other things) acquire voting power over more than
12million shares of the Companys voting securities. In addition,
during the Standstill Period SRS has agreed to vote its shares of
the Companys common stock in favor of the Companys nominees and
other proposals at any meeting of the Companys stockholders
occurring during the Standstill Period, subject to certain
limited exceptions.

The Company has previously nominated Brian Choi, a designee of
SRS, and Sanoke Viswanathan, an independent director not
affiliated with SRS, for election to the Board at the Companys
2017 annual meeting of stockholders.

The foregoing summary of the Amended and Restated Cooperation
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amended and
Restated Cooperation Agreement, a copy of which is attached as
Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment No.1 to Rights Agreement

On May3, 2017, the Company entered into Amendment No.1 (the
Rights Agreement Amendment) to the Rights Agreement, dated as of
January23, 2017, between the Company and Computershare Trust
Company, N.A., as Rights Agent.

The Rights Agreement Amendment accelerates the expiration of the
Companys preferred share purchase rights (the Rights) from the
Close of Business (as such term is defined in the Rights
Agreement) on January22, 2018 to the Close of Business on May3,
2017, and the Rights Agreement will terminate at such time. At
the time of the termination of the Rights Agreement, all of the
Rights distributed to holders of the Companys common stock to the
Rights Agreement will expire.

The foregoing summary of the Rights Agreement Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Rights Agreement Amendment, a
copy of which is attached as Exhibit 4.1 hereto and is
incorporated herein by reference.

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

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

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 setting forth the rights, powers and
preferences of the Series R Preferred Stock issuable upon
exercise of the Rights (the Preferred Shares). Promptly following
the expiration of the Rights and the termination of the Rights
Agreement, the Company will file a Certificate of Elimination
(the Certificate of Elimination) with the Secretary of State of
the State of Delaware eliminating the Preferred Shares and
returning them to authorized but undesignated shares of the
Companys preferred stock.

The foregoing is a summary of the terms of the Certificate of
Elimination. The summary does not purport to be complete and is
qualified in its entirety by reference to the Certificate of
Elimination, a copy of which is attached as Exhibit 3.1 hereto
and incorporated herein by reference.

On May3, 2017, the Company issued a press release announcing the
Amended and Restated Cooperation Agreement and the Rights
Agreement Amendment. A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.

(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 down -0.65 at 30.84 with 2,767,286 shares trading hands.