Current Report Filing (8-k)
November 04 2021 - 04:10PM
Edgar (US Regulatory)
0001657853 false 12/31 0000047129 false
8-K 2021-11-03 false false false false false 8501 Williams Road
Estero Florida 301-7000 0001657853 2021-11-03 2021-11-03 0001657853
htz:TheHertzCorprationMember 2021-11-03 2021-11-03 iso4217:USD
xbrli:shares iso4217:USD xbrli:shares
Co-Registrant CIK |
0000047129 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2021-11-03 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Co-Registrant Emerging Growth Company |
false |
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8501 Williams
Road |
|
Estero |
|
Florida
33928 |
|
239
301-7000 |
|
|
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) November 4,
2021 (November
3, 2021)
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-37665 |
|
61-1770902 |
Delaware |
|
001-07541 |
|
13-1938568 |
(State or other jurisdiction of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
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:
|
|
Title of
Each Class |
|
Trading
Symbol(s) |
|
Name of
Each Exchange
on which Registered |
Hertz Global
Holdings, Inc. |
|
Common Stock par value $0.01 per share |
|
HTZZ |
|
* |
The Hertz
Corporation |
|
None |
|
None |
|
None |
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 trades on the
over-the-counter market under the symbol HTZZ.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
On November 3, 2021 (the “Effective Date”), with the consent of the
holders of a majority of the 1,500,000 shares outstanding of Series
A preferred stock of Hertz Global Holdings, Inc. (“we”, “us” or the
“Company”), redeemable at the Company’s option (the “Preferred
Stock”), we entered into an amendment to the certificate of
designations (the “Preferred Stock Designation” and such amendment,
the “Amendment”) governing the Preferred Stock. Pursuant to the
Amendment, the Preferred Stock Designation was amended to permit us
at the time of the listing of our common stock on a national
securities exchange and until November 3, 2022 to repurchase for
cash shares of common stock for aggregate consideration not to
exceed $500 million. In connection with the Amendment, we agreed to
pay (i) each consenting holder of Preferred Stock and (ii) any
holder of Preferred Stock that delivers a consent on or prior to
November 12, 2021 a non-refundable consent fee equal to 0.50% of
the aggregate liquidation preference of the Preferred Stock held by
such holder.
Under the Amendment, on the date that is 50 days following the
Effective Date, we must pay each holder of the Preferred Stock a
cash fee equal to 2.00% of the liquidation preference of the
Preferred Stock held by such holder as of the payment date (the
“50-Day Fee”), unless on or prior to such date we have commenced a
Qualifying Offer to Purchase (as defined below). On the date that
is 90 days following the Effective Date, we must pay each holder of
the Preferred Stock a fee in cash in an additional amount equal to
5.00% of the liquidation preference of the Preferred Stock held by
such holder as of the payment date (the “90-Day Fee” and, together
with the 50-Day Fee, the “Amendment Fee”), unless on or prior to
such date we have consummated a Qualifying Offer to Purchase (as
defined below) (including the payment of all required amounts in
connection therewith).
“Qualifying Offer to Purchase” means an unconditional offer to
purchase, for cash, all outstanding shares of Preferred Stock in
accordance with the requirements of the Preferred Stock
Designation, and the following additional requirements: (a) a
Qualifying Offer to Purchase shall be open to holders of Preferred
Stock for at least 20 business days and no more than 30 business
days, and following the expiration thereof, we must promptly (and,
in any event, within two business days) consummate the Qualifying
Offer to Purchase (including the payment of all required amounts in
connection therewith) in accordance with applicable securities laws
and regulations; (b) the purchase price per share of Preferred
Stock in a Qualifying Offer to Purchase must be an mount in cash
equal to 125.0% of the liquidation preference of such share (the
“Qualifying Offer Purchase Price”); (c) we must not condition
participation by any holder of Preferred Stock in a Qualifying
Offer to Purchase on any action other than the tender by such
holder of its shares of Preferred Stock (other than the consent by
any tendering holder to delete Section 8(b)(viii) of the Preferred
Stock Designation, which provides for limitations on certain
restricted payments or payments in respect of junior stock,
including our common stock), and we must not condition a Qualifying
Offer to Purchase on the participation of a minimum number of
shares of Preferred Stock; and (d) following the consummation of a
Qualifying Offer to Purchase, all shares of Preferred Stock
purchased in accordance therewith shall return to the status of and
constitute authorized but unissued shares of preferred stock,
without classification as to series until such shares are once more
classified as a particular series by the board of directors of the
Company pursuant to the provisions of the Preferred Stock
Designation.
The foregoing description of the Amendment is qualified in its
entirety by the text of the Amendment, which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM 9.01 Exhibits.
(d) Exhibits
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.
|
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(each, a Registrant)
|
|
|
|
By: |
/s/ M. David Galainena |
|
Name: |
M. David Galainena |
|
Title: |
Executive Vice President, General Counsel and Secretary |
Date: November 4, 2021
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