Current Report Filing (8-k)
November 30 2020 - 07:01AM
Edgar (US Regulatory)
0001657853
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8-K
2020-11-30
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8501 Williams Road
Estero
Florida
33928
301-7000
0001657853
2020-11-30
2020-11-30
0001657853
htz:TheHertzCorprationMember
2020-11-30
2020-11-30
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8-K
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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) November 30, 2020 (November 30, 2020)
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.
As previously
disclosed, on May 22, 2020, Hertz Global Holdings, Inc. (the “Company”), 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 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 cases are being jointly administered under the caption In
re The Hertz Corporation, et al., Case No. 20-11218 MFW.
THC is a
guarantor of two series of unsecured notes of Hertz Holdings Netherlands B.V. (“HHN”), an indirect wholly-owned
subsidiary of THC organized under the laws of the Netherlands, comprising €225,000,000 aggregate principal amount
outstanding of 4.125% Senior Notes due 2021 (“2021 Notes”) and €500,000,000 aggregate principal amount
outstanding of 5.500% Senior Notes due 2023 (“2023 Notes”, and collectively with the 2021 Notes, the “HHN
Notes”).
THC and HHN,
together with certain other Debtors, certain European subsidiaries of HHN and Hertz International Limited
(“HIL”), have entered into a lock-up agreement relating to an agreement-in-principle with the largest HHN
bondholders for a long-term restructuring and recapitalization of the Company’s European operations (the “Lock-Up
Agreement”). Bondholders holding 54% of the 2021 Notes and 56% of the 2023 Notes have signed the Lock-Up Agreement in
support of the transaction.
The transaction
consists of the following key steps: (a) HIL, the holding company of HHN, will issue €250,000,000 of
senior secured notes (the “HIL Notes”) in order to raise new money financing, with such HIL Notes to be issued to
certain creditors who elect to participate in such funding and the proceeds of which will be on lent to HHN for use in the
Hertz Europe business; (b) Hertz UK Receivables Ltd. (the “Scheme Company”) will seek to implement a
scheme of arrangement (the “Scheme”) under English law to effect certain amendments to the terms of the HHN Notes
by way of an exchange of the existing HHN Notes for two series of new notes issued by HHN; (c) the Scheme transaction will
also facilitate a sale of the guarantee claims held by the HHN Note holders against the US entities who guarantee the HHN
Notes resulting in cash payments to partially redeem the HHN Notes and an overall reduction of the amount of claims
continuing pursuant to the two new series of notes of HHN; and (d) the relevant subsidiaries and affiliates of HHN will
seek to agree to amendment agreements pursuant to (i) certain asset backed securities issued by International Fleet Financing
No.2 B.V. and (ii) a vehicle finance facility between Hertz (UK) Limited, Hertz Vehicle Financing UK Limited and Lombard
North Central Plc. (the “Facilities”) under which the Facilities provided thereunder will be amended and
extended; provided that at this time, the terms of any such amendment and extension are not yet agreed.
To facilitate discussions
with certain holders of the HHN Notes prior to entry into the Lock-Up Agreement, HHN entered into confidentiality
agreements (the “Confidentiality Agreements”) with certain of such noteholders, requiring HHN to publicly disclose
certain information provided to those noteholders (the “Cleansing Material”) upon the occurrence of certain events
set forth in the Confidentiality Agreements. The Company is furnishing the Cleansing Material as Exhibit 99.1 hereto. The disclosure
herein is being made pursuant to the Confidentiality Agreements.
The information contained
in this Item 7.01 and Exhibit 99.1 hereto 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.
Cautionary Statement Concerning Forward-Looking
Statements
This Current
Report on Form 8-K 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 management’s views with respect to future events and the
Company’s and HHN’s anticipated financial and operational performance, operational and financial targets,
liquidity, capital resources and capital expenditure, planned investments, expectations as to future growth in demand,
general economic trends, the impact of regulations and the competitive environment. 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, 2019, as filed with the Securities and Exchange Commission on February 25, 2020, 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 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
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Description
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99.1
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Cleansing materials
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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)
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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: November 30, 2020
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