Hertz Global Holdings Files 8-K with Material Agreements

TL;DR

Hertz filed an 8-K on 12/11/24 detailing new financial obligations and corporate changes.

AI Summary

Hertz Global Holdings, Inc. entered into a material definitive agreement on December 11, 2024, related to a direct financial obligation. The company also filed amendments to its articles of incorporation or bylaws and a change in its fiscal year. Specific details regarding the financial obligation and amendments were not provided in this summary.

Why It Matters

This filing indicates significant corporate actions by Hertz, including financial obligations and potential changes to its governance or reporting structure, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and financial obligations, which inherently carry risk, but lacks specific details to assess the severity.

Key Players & Entities

• HERTZ GLOBAL HOLDINGS, INC (company) — Filer
• 2024-12-11 (date) — Date of Report
• 0000950103-24-017766 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.01 — Holdings, Inc. Common Stock Par value $0.01 per share HTZ The Nasdaq Stock Mark
• $13.61 — c. common stock at an exercise price of $13.61 per share, subject to adjustment HTZW
• $1.25 billion — letion of the offering, Hertz Corp. has $1.25 billion in aggregate principal amount of First
• $743.6 million — the consent of holders of approximately $743.6 million in principal amount of the outstanding
• $250.0 million — the consent of holders of approximately $250.0 million in principal amount of the outstanding

Filing Documents

• dp222085_8k.htm (8-K) — 58KB
• dp222085_ex0301.htm (EX-3.1) — 180KB
• dp222085_ex0401.htm (EX-4.1) — 85KB
• dp222085_ex0403.htm (EX-4.3) — 31KB
• dp222085_ex0404.htm (EX-4.4) — 32KB
• dp222085_ex9901.htm (EX-99.1) — 10KB
• 0000950103-24-017766.txt ( ) — 713KB
• htz-20241211.xsd (EX-101.SCH) — 4KB
• htz-20241211_def.xml (EX-101.DEF) — 28KB
• htz-20241211_lab.xml (EX-101.LAB) — 37KB
• htz-20241211_pre.xml (EX-101.PRE) — 26KB
• dp222085_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. Additional First Lien Notes Offering On December 12 , 2024, The Hertz Corporation ("Hertz Corp."), the primary operating company and wholly owned indirect subsidiary of Hertz Global Holdings, Inc. (the "Company," "Hertz Holdings," "we," "us" or "our"), completed an offering of $ 500,000,000 aggregate principal amount of additional 12.625% First Lien Senior Secured Notes due 2029 (the "Additional First Lien Notes"). The Additional First Lien Notes constitute a further issuance of Hertz Corp.'s 12.625% First Lien Senior Secured Notes due 2029, which were issued on June 28, 2024 (the "Existing First Lien Notes" and, together with the Additional First Lien Notes, the "First Lien Notes"). The Additional First Lien Notes have identical terms and conditions (other than the issue date and issue price) as the Existing First Lien Notes. Upon completion of the offering, Hertz Corp. has $1.25 billion in aggregate principal amount of First Lien Notes outstanding. Hertz Corp. used the net proceeds from the issuance of the Additional First Lien Notes to pay the consent fees and other expenses associated with the Consent Solicitations (as defined below) to amend the terms of the indentures governing the First Lien Notes and Hertz Corp.'s 8.000% Exchangeable Senior Second-Lien PIK Notes due 2029 (the "Exchangeable Notes"). Hertz Corp. used the remaining net proceeds from the issuance of the Additional First Lien Notes to repay outstanding borrowings under its revolving credit facility. The Additional First Lien Notes were issued at 107.732% of the aggregate principal amount thereof, plus pre-issuance accrued interest from and including June 28, 2024, pursuant to a second supplemental indenture, dated as of December 12, 2024 (the "First Lien Notes Second Supplemental Indenture"), by and among Hertz Corp., the guarantors named therein (the "Guarantors") and Computershare Trust Company, N.A., as trustee (the "Trustee") and a

03

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

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As part of a broader review of its governance practices and in response to amendments to the federal proxy rules adopted by the United States Securities and Exchange Commission, on December 11, 2024, the Board of Directors (the "Board") of the Company , acting upon the recommendation of the Governance Committee of the Board, approved the amendment and restatement of the Company's Second Amended and Restated Bylaws, effective as of such date (as amended and restated, the "Third Amended and Restated Bylaws"). The Third Amended and Restated Bylaws, among other things: address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rule"), including requiring that any stockholder submitting a nomination notice make a representation as to whether such stockholder intends to solicit proxies in support of director nominees, other than the Company's nominees, in accordance with the Universal Proxy Rule; require additional disclosures and acknowledgments from nominating or proposing stockholders, proposed nominees and associated persons, including regarding compliance with the Universal Proxy Rule, with respect to nominating stockholders; require that any stockholder, directly or indirectly soliciting proxies from other stockholders, use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board; require that any proposed director nominee submit to interviews with the Board or a committee of the Board, if requested; delete a provision relating to the Company's previously issued preferred stock, which is no longer outstanding; and incorporate certain administrative, procedural, modernizing, clarifying and conforming changes. The foregoing general description of the Third Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Third Amended

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 3.1 Third Amended and Restated Bylaws of Hertz Global Holdings, Inc. 4.1 Second Supplemental Indenture, dated December 12, 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 Third Supplemental Indenture, dated December 12, 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 4.4 Second Supplemental Indenture, dated December 12, 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 99.1 Press Release of Hertz Global Holdings, Inc., dated December 13, 2024, announcing the Results of the Consent Solicitations 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR