ESTERO, Fla., Nov. 23, 2021 /PRNewswire/ -- Hertz Global
Holdings, Inc. (NASDAQ: HTZ) ("Hertz" or the "Company") announced
that it is commencing today a tender offer to purchase all of its
outstanding Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred
Shares"), at a price per Series A Preferred Share of $1,250.00, less any applicable withholding taxes.
The tender offer will expire at midnight (at the end of the day),
Eastern Standard Time, on Tuesday, December
21, 2021, unless the offer is extended. Tenders of Series A
Preferred Shares must be made prior to the expiration of the tender
offer and may be withdrawn at any time prior to the expiration
time, in each case, in accordance with the procedures described in
the tender offer materials. The Company intends to pay for the
shares repurchased in the tender offer with available cash,
including proceeds from an offering of senior notes completed by
the Company on November 23, 2021.
Stockholders whose Series A Preferred Shares are purchased in
the tender offer will be paid $1,250.00 in cash, less any applicable
withholding taxes, for each share after the expiration of the
tender offer. As of November 23,
2021, there were 1,500,000 Series A Preferred Shares
outstanding.
Concurrently with the tender offer, the Company is also
soliciting consents from holders of the Series A Preferred Shares
to amend (the "Proposed Amendment") the certificate of designation
of the Series A Preferred Shares (as amended to date, the
"Certificate of Designation") from and after the effective date of
the Proposed Amendment to eliminate Section 8(b)(viii) of the
Certificate of Designation. Section 8(b)(viii) of the Certificate
of Designation currently provides that, without the affirmative
vote or consent of holders of a majority of the Series A Preferred
Shares outstanding at such time, we cannot make certain Restricted
Payments (as defined in the Certificate of Designation) and certain
of our Unrestricted Subsidiaries (as defined in the Certificate of
Designation) cannot make certain payments in respect of
Junior Stock (as defined in the
Certificate of Designation), including any purchase thereof or
acquisition thereof for value.
Pursuant to the terms of the Certificate of Designation, the
consent of holders of a majority of the outstanding Series A
Preferred Shares is required to approve the Proposed Amendment.
Therefore, one of the conditions to the adoption of the Proposed
Amendment is the receipt of the consent of holders of at least a
majority of the outstanding Series A Preferred Shares. Investment
funds, accounts and other entities owned (in whole or in part),
controlled, managed or advised by Apollo Capital Management, L.P.
and its affiliates (collectively, "Apollo"), as holders of a
majority of the outstanding Series A Preferred Shares, have agreed
on the terms and subject to the conditions contained in an
agreement between Hertz and Apollo to tender in the Offer their
shares referred to therein and to consent to the Proposed
Amendment. Accordingly, we expect the Proposed Amendment will be
approved and become effective promptly following the conclusion of
the Offer.
Computershare Trust Company, N.A. is serving as the depositary
for the tender offer. Once commenced, please direct all questions
relating to the tender offer to the Company via e-mail at
investorrelations@hertz.com.
The tender offer will not be contingent upon the receipt of
financing or any minimum number of Series A Preferred Shares being
tendered. However, the tender offer and consent solicitation are
subject to a number of other terms and conditions, which will be
described in detail in the offer to purchase for the tender offer
and consent solicitation. Specific instructions and a complete
explanation of the terms and conditions of the tender offer will be
contained in the offer to purchase, the related letter of
transmittal and other related materials, which will be provided to
stockholders of record promptly after commencement of the tender
offer.
While the Hertz Board of Directors has authorized Hertz to make
the tender offer and consent solicitation, neither Hertz, its Board
of Directors nor the depository makes any recommendation as to
whether to tender and consent to the Proposed Amendment or refrain
from tendering Series A Preferred Shares. Hertz has not authorized
any person to make any such recommendation. Stockholders must make
their own decision as to whether to tender some or all of their
Series A Preferred Shares and consent to the Proposed Amendment. In
doing so, stockholders should consult their own financial and tax
advisors and read carefully and evaluate the information in the
tender offer and consent solicitation documents, when
available.
ADDITIONAL INFORMATION REGARDING THE TENDER OFFER
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell Hertz
Series A Preferred Shares or any other securities, and it is
neither an offer to purchase nor a solicitation of an offer to sell
Hertz Series A Preferred Shares or any other securities. Hertz
has filed a tender offer statement on Schedule TO, including an
offer to purchase, letter of transmittal and related materials,
with the United States Securities and Exchange Commission (the
"SEC"). The tender offer and consent solicitation are only made
pursuant to the offer to purchase, letter of transmittal and
consent and related materials filed as a part of the Schedule TO.
Stockholders should read carefully the offer to purchase, letter of
transmittal and consent and related materials because they contain
important information, including the various terms of, and
conditions to, the tender offer and consent solicitation.
Stockholders may obtain a free copy of the tender offer statement
on Schedule TO, the offer to purchase, letter of transmittal and
other documents that Hertz has filed with the SEC at the SEC's
website at www.sec.gov or from the Hertz website
at www.hertz.com.com or from the depositary for the
tender offer.
ABOUT HERTZ
The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc., operates the Hertz, Dollar and Thrifty vehicle rental brands
throughout North America,
Europe, the Caribbean, Latin
America, Africa, the
Middle East, Asia, Australia and New
Zealand. The Hertz Corporation is one of the largest
worldwide vehicle rental companies, and the Hertz brand is one of
the most recognized globally. Additionally, The Hertz Corporation
operates the Firefly vehicle rental brand and Hertz 24/7 car
sharing business in international markets and sells vehicles
through Hertz Car Sales.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this release include
"forward-looking statements" within the meaning of applicable
securities laws and regulations. These statements often include
words such as "believe," "expect," "project," "potential,"
"anticipate," "intend," "plan," "estimate," "seek," "will," "may,"
"would," "should," "could," "forecasts" or similar expressions.
These statements are based on the Company's current views with
respect to future events and the timing of the tender offer. These
forward-looking statements are subject to a number of risks and
uncertainties including prevailing market conditions, as well as
other factors. Forward-looking statements represent the Company's
estimates and assumptions only as of the date that they were made,
and, except as required by law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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SOURCE Hertz Global Holdings, Inc.