Hertz Global Holdings Files 8-K on Agreements and Equity Sales

TL;DR

Hertz inked a deal, sold some stock, and filed financials. Details TBD.

AI Summary

Hertz Global Holdings, Inc. entered into a material definitive agreement on June 26, 2024, related to a financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and financial obligations are not fully disclosed in this summary.

Why It Matters

This filing indicates Hertz is engaging in new financial arrangements and potentially issuing equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which could carry inherent risks depending on the terms not fully detailed here.

Key Players & Entities

• HERTZ GLOBAL HOLDINGS, INC (company) — Filer
• HERTZ CORP (company) — Related Filer
• 20240626 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — Holdings, Inc. Common Stock Par value $0.01 per share HTZ The Nasdaq Stock Mark
• $13.80 — c. common stock at an exercise price of $13.80 per share, subject to adjustment HTZW
• $750,000,000 — 4, Hertz Corp. completed an offering of $750,000,000 aggregate principal amount of its 12.62
• $2.0 billion — ed below), to pay down a portion of its $2.0 billion committed revolving credit facility, im
• $250,000,000 — 4, Hertz Corp. completed an offering of $250,000,000 aggregate principal amount of its 8.000
• $1,000 — ock of the Company ("Common Stock") per $1,000 capitalized principal amount of Exchang
• $6.6252 — initial exchange price of approximately $6.6252 per share of Common Stock). The initial
• $3.51 — s a premium of approximately 89% to the $3.51 closing price of the Common Stock on th

Filing Documents

• dp213388_8k.htm (8-K) — 59KB
• dp213388_ex0401.htm (EX-4.1) — 1080KB
• dp213388_ex0403.htm (EX-4.3) — 1295KB
• dp213388_ex1001.htm (EX-10.1) — 1487KB
• dp213388_ex1002.htm (EX-10.2) — 1875KB
• dp213388_ex1003.htm (EX-10.3) — 82KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.gif (GRAPHIC) — 1KB
• image_003.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 2KB
• image_006.jpg (GRAPHIC) — 2KB
• image_008.gif (GRAPHIC) — 1KB
• 0000950103-24-009159.txt ( ) — 7071KB
• htz-20240626.xsd (EX-101.SCH) — 3KB
• htz-20240626_def.xml (EX-101.DEF) — 27KB
• htz-20240626_lab.xml (EX-101.LAB) — 37KB
• htz-20240626_pre.xml (EX-101.PRE) — 26KB
• dp213388_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. European ABS Amendments On June 26, 2024, affiliates of The Hertz Corporation ("Hertz Corp."), the primary operating company and wholly-owned indirect subsidiary of Hertz Global Holdings, Inc. (the "Company" or "Hertz Holdings"), entered into amendments to the securitization platform for financing activities relating to such affiliates' vehicle fleets in France, the Netherlands, Germany, Spain, and Italy (the "European ABS") to (i) add and make eligible certain Belgian fleet assets to the securitization platform, and (ii) make certain other administrative amendments and revisions for the incorporation of the Belgian fleet assets (the "Amendments"). The aggregate maximum borrowings available under the European ABS will remain unchanged after giving effect to the additional Belgian fleet assets under the Amendments. Pursuant to the European ABS, International Fleet Financing No. 2 B.V. (the "IFF No. 2"), an indirect, special purpose subsidiary of Hertz Corp., is party to an issuer facility agreement originally dated September 25, 2018 between, among others, IFF No. 2, Hertz Europe Limited (as Administrator), BNPP Paribas Trust Corporation UK Limited (as Security Trustee), and Credit Agricole Corporate and Investment Bank (as Administrative Agent) (the "Issuer Facility Agreement"), which includes defined terms as set forth in a Master Definitions and Constructions Agreement (the "MDCA"). IFF No. 2's proceeds from the Issuer Facility Agreement are made available on a revolving basis to certain special-purpose fleet subsidiaries of Hertz Corp. (the "Fleet Companies") for their purchases of rental vehicles, and those vehicle fleets serve as the underlying collateral for the Issuer Facility Agreement. Certain of Hertz Corp.'s international operating subsidiaries lease the vehicles from the Fleet Companies for rental to customers. Hertz Corp. has guaranteed certain obligations of the international operating subsid

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the heading "Exchangeable Notes Indenture" in Item 1.01 above is incorporated into this Item 3.02 by reference. The Exchangeable Notes were issued to the initial purchasers in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act") in transactions not involving any public offering, and the initial purchasers resold the Exchangeable Notes in reliance upon Rule 144A under the Securities Act to persons reasonably believed to be "qualified institutional buyers," as defined therein. Any shares of Common Stock that may be issued upon exchange of the Exchangeable Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 105,813,447 shares of Common Stock may be issued upon exchange of the Exchangeable Notes, based on the initial maximum exchange rate of 284.9002 shares of Common Stock per $1,000 capitalized principal amount of Exchangeable Notes, which is subject to customary anti-dilution adjustment provisions.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 4.1 Indenture, dated June 28, 2024, by and among The Hertz Corporation, as Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee and as notes collateral agent, governing the 12.625% First Lien Senior Secured Notes due 2029 4.2 Form of 12.625% First Lien Senior Secured Notes due 2029 (included in Exhibit 4.1) 4.3 Indenture, dated June 28, 2024, by and among The Hertz Corporation, as Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee and as notes collateral agent, governing the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 4.4 Form of 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (included in Exhibit 4.3) 10.1 Amended and Restated Issuer Facility Agreement as amended and restated on June 26, 2024, by and among International Fleet Financing No. 2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation U.K. Limited 10.2 Amended and Restated Master Definitions and Constructions Agreement as amended and restated on June 26, 2024, by and among International Fleet Financing No. 2 B.V., Hertz Automobielen Nederland B.V., Stuurgroep Fleet (Netherlands) B.V., Hertz France S.A.S., RAC Finance S.A.S., Hertz De Espana SLU, Hertz Autovermietung GMBH, Hertz Fleet Limited, Eurotitrisation S.A., BNP Paribas, BNP Paribas, Italian Branch, BNP Paribas S.A., Hertz Italiana S.R.L., IFM SPV S.R.L., Hertz Fleet Italiana S.R.L., Credit Agricole Corporate and Investment Bank, Hertz Europe Limited, The Hertz Corporation, BNP Paribas, Luxembourg Branch, TMF SFS Management BV, TMF France Management SARL, TMF France SAS, KPMG Advisory SAS, BNP Paribas Trust Corporation UK Limited, BNP Paribas S.A., Dublin Branch, BNP Paribas S.A., Netherlands Branch, Banc

SIGNATURES

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/ Wayne Gilbert West Name: Wayne Gilbert West Title: Chief Executive Officer Date: June 28, 2024

View Full Filing

View this 8-K filing on SEC EDGAR