Current Report Filing (8-k)
April 23 2021 - 9:18AM
Edgar (US Regulatory)
0001657853
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0000047129
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8-K
2021-04-21
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8501 Williams Road
Estero
Florida
301-7000
NONE
0001657853
2021-04-21
2021-04-21
0001657853
htz:TheHertzCorprationMember
2021-04-21
2021-04-21
iso4217:USD
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iso4217:USD
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Co-Registrant CIK
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0000047129
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Co-Registrant Amendment Flag
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Co-Registrant Form Type
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8-K
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2021-04-21
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Co-Registrant Written Communications
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Co-Registrant Solicitating Materials
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Co-Registrant PreCommencement Tender Offer
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Co-Registrant PreCommencement Issuer Tender Offer
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Co-Registrant Emerging Growth Company
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8501 Williams Road
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Estero
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Florida 33928
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239 301-7000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) April 23, 2021 (April
21, 2021)
HERTZ
GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
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001-37665
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61-1770902
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Delaware
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001-07541
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13-1938568
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(State or other jurisdiction of incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification No.)
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8501 Williams Road
Estero,
Florida 33928
239 301-7000
(Address, including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)
Not Applicable
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange
on which Registered
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Hertz Global Holdings, Inc.
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Common Stock par value $0.01 per share
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HTZGQ
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*
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The Hertz Corporation
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
* Hertz Global Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on October 30, 2020 under
the symbol HTZGQ.
Item 7.01 Regulation
FD Disclosure.
On
May 22, 2020 (the “Petition Date”), Hertz Global Holdings, Inc. (the “Company”, “HGH” or
“we”), The Hertz Corporation (“THC”) and certain of their direct and indirect subsidiaries in the United States
and Canada (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter
11”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”),
thereby commencing Chapter 11 cases (the “Chapter 11 Cases”) for the Debtors. The Debtors filed with the Bankruptcy Court
a proposed Joint Chapter 11 Plan of Reorganization of the Debtors, dated as of March 1, 2021, and a related proposed Disclosure Statement.
The
Debtors subsequently filed with the Bankruptcy Court a proposed First Amended Joint Chapter 11 Plan of Reorganization of the Debtors
and a related proposed Disclosure Statement, in each case dated as of March 29, 2021;
a proposed Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed Disclosure Statement, in
each case dated as of April 3, 2021; a proposed Modified Second Amended Joint Chapter 11
Plan of Reorganization of the Debtors and a related proposed form of Disclosure
Statement, in each case dated as of April 10, 2021; a proposed Second Modified Second Amended Joint Chapter 11 Plan of
Reorganization of the Debtors and a related proposed form of Disclosure Statement, dated
respectively as of April 14, 2021 and April 15, 2021; a proposed Third
Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed form of Disclosure
Statement, in each case dated as of April 16, 2021; and a proposed Fourth Modified Second
Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed form of Disclosure Statement, in each case
dated as of April 21, 2021, which form of Disclosure Statement the Debtors further updated later on April 21, 2021. On April 22,
2021, the Debtors filed the solicitation version of the Fourth Modified Second
Amended Joint Chapter 11 Plan of Reorganization of the Debtors (the “Proposed Plan”) and the
solicitation version of the Disclosure Statement (the “Disclosure
Statement”). The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference
into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such filing.
Item 8.01 Other
Events.
As
previously disclosed, on the Petition Date, the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Code
in the Bankruptcy Court, thereby commencing the Chapter 11 Cases for the Debtors. The cases are being jointly administered under the caption In
re The Hertz Corporation, et al., Case No. 20-11218 MFW.
The
Proposed Plan and the related Disclosure Statement describe, among other things, the terms of the Proposed Plan; the Debtors contemplated
financial restructuring (the “Restructuring”); the events leading up to the Chapter 11 Cases; certain events that have
occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Proposed
Plan from certain of the Debtors’ creditors and certain other aspects of the Restructuring. The Proposed Plan and Disclosure Statement, as well as other court filings and information about the Chapter 11 Cases, can be accessed
free of charge at a website maintained by the Company’s claims, noticing, and solicitation agent, Prime Clerk LLC, at https://restructuring.primeclerk.com/hertz,
or call (877) 428-4661 (toll-free in the U.S.) or (929) 955-3421 (from outside the U.S.).
At a hearing in the Chapter 11 Cases on April
21, 2021 (the “Hearing”), the Bankruptcy Court announced, among other things,
that it would approve the Debtors’ Disclosure Statement and the procedures to be used in connection with the solicitation of votes
on the Proposed Plan (the “Solicitation and Voting Procedures”). At the Hearing,
the Bankruptcy Court also announced that it would authorize the Debtors’ to enter
into the Equity Purchase and Commitment Agreement, dated as of April 3, 2021 (the “EPCA”), with the Equity Commitment Parties
thereto. On April 22, 2021, the Bankruptcy Court entered an order approving the Disclosure Statement and
the Solicitation and Voting Procedures and an order authorizing the Debtors to enter into the EPCA.
Now the Debtors can commence solicitation of
votes from their creditors for approval of the Proposed Plan. Consummation of the Proposed Plan remains subject to Bankruptcy Court
approval and satisfaction of other conditions. The Debtors’ proposed confirmation timeline, which is subject to change by the
Bankruptcy Court, currently contemplates that a hearing to consider confirmation of the Proposed Plan will occur on June 10,
2021.
Neither
the Debtors’ filing of the Proposed Plan and Disclosure Statement, nor this Current Report, is a solicitation of votes to accept
or reject the Proposed Plan. Votes on the Proposed Plan will be solicited in
accordance with the Solicitation and Voting Procedures approved by the Bankruptcy Court and
applicable law.
Information contained
in the Proposed Plan is subject to change, whether as a result of amendments, supplements, or other modifications to the Proposed Plan,
third-party actions, or otherwise. The Proposed Plan is not binding on any party, including the Debtors, unless and until it is confirmed
by the Bankruptcy Court and consummated. Information in the Disclosure Statement is subject to further supplement. The documents and other
information available via website or elsewhere are not part of this Current Report and shall not be deemed incorporated herein.
Cautionary
Statement Concerning Forward-Looking Statements
This Current Report contains
“forward-looking statements” within the meaning of federal securities laws. Words such as “expect” and “intend”
and similar expressions identify forward-looking statements, which include but are not limited to statements related to our liquidity
and potential financing sources; the bankruptcy process; our ability to obtain approval from the Bankruptcy Court with respect to motions
or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the effects of Chapter 11 on the interests
of various constituents; and the ability to confirm and consummate a plan of reorganization. We caution you that these statements are
not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately
predict or assess, including those in our risk factors that we identify in our most recent annual report on Form 10-K for the year
ended December 31, 2020, as filed with the Securities and Exchange Commission on February 26, 2021, and any updates thereto
in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. We caution you not to place undue reliance
on our forward-looking statements, which speak only as of their date, and we undertake no obligation to update this information.
Item 9.01
Exhibits.
(d) Exhibits
Exhibit
Number
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Title
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101.1
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Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL
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104.1
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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
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(each, a Registrant)
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By:
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/s/
M. David Galainena
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Name:
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M. David Galainena
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: April 23, 2021