complete. It is qualified in its entirety by reference to the applicable provisions of the DGCL and of the registrant’s Certificate of Incorporation and Bylaws.
Hertz has obtained directors’ and officers’ liability insurance, which insures against liabilities that its directors or officers may incur in such capacities.
Item 15.
Recent Sales of Unregistered Securities.
As previously disclosed, on May 22, 2020, Hertz Global Holdings, Inc. (the “Company” or “we”), The Hertz Corporation, a wholly-owned subsidiary of the Company, (“THC”) and certain of their direct and indirect subsidiaries in the U.S. and Canada (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Petitions”) under chapter 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 cases (the “Chapter 11 Cases”) are jointly administered for procedural purposes only under the caption In re The Hertz Corporation, et al., Case No. 20-11218 (MFW).
The Debtors filed with the Bankruptcy Court a proposed Third Amended Joint Chapter 11 Plan of Reorganization, dated as of May 12, 2021 (the “Proposed Plan”), which embodied the plan proposal of the plan sponsor group comprised of, among others, (a) one or more funds associated with Knighthead Capital Management, LLC (“Knighthead”), (b) one or more funds associated with Certares Opportunities LLC (“Certares”) and (c) investment funds, separate accounts, and other entities owned (in whole or in part), controlled, or managed by Apollo Capital Management, L.P. or its affiliates (collectively, “Apollo” and, together with Knighthead and Certares, the “Plan Sponsors”). The Proposed Plan amended and superseded prior versions of the plan of reorganization filed by the Debtors in the Chapter 11 Cases. In connection with the Proposed Plan, the Debtors entered into a Plan Support Agreement, dated as of May 14, 2021 (the “PSA”), with the Plan Sponsors, pursuant to which the parties thereto agreed to take certain actions to support the prosecution and consummation of the Proposed Plan on the terms and conditions set forth in the PSA. The Debtors also entered into an Equity Purchase and Commitment Agreement, dated as of May 14, 2021 (the “EPCA”), with the Plan Sponsors, providing for the purchase or otherwise syndication of $1.5 billion in Preferred Stock (as defined below) by Apollo and $2.781 billion in common stock by the Plan Sponsors. In addition, the Plan Sponsors and certain other parties agreed to backstop the rights offering contemplated by the Proposed Plan (the “Rights Offering”) totaling $1.635 billion of common stock which was offered first to eligible holders of the Company’s common stock, par value $0.01 per share (“Old Common Stock”) existing prior to the Reorganization Effective Date (as defined below) and then, if not fully subscribed, to certain eligible holders of unsecured funded debt claims.
On June 10, 2021, the Bankruptcy Court entered an order confirming the Second Modified Third Amended Joint Chapter 11 Plan of Reorganization of the Debtors (the “Plan”), which incorporated the Proposed Plan as amended by the Debtors (with the consent of the Plan Sponsors). On June 30, 2021 (the “Reorganization Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.
On the Reorganization Effective Date, all shares of Old Common Stock were cancelled pursuant to the Plan.
As a result of these Plan transactions, on the Reorganization Effective Date, the Company issued the following in accordance with the Plan:
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14,133,024 shares of common stock to existing stockholders;
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89,049,029 Public Warrants to existing stockholders;
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277,119,438 shares of common stock to the Plan Sponsors pursuant to the EPCA and 1,500,000 shares of Preferred Stock to Apollo and certain syndicated investors;
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127,362,114 shares of common stock to eligible participants pursuant to the Rights Offering; and
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52,487,886 shares of common stock to the Backstop Parties in the Rights Offering.
With the exception of shares of common stock issued on account of the backstop obligation under the EPCA, the direct investment commitment under the EPCA and the Rights Offering, the shares of common