Hertz Global Holdings, Inc 8-K/A, filed Feb 11, 2025
Hertz Global Holdings, Inc (HTZ)
About this 8-K/A
Hertz Global Holdings, Inc filed this 8-K/A on February 11, 2025, reporting on events of February 10, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
| Co-Registrant Amendment Flag | |
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| Co-Registrant Written Communications | |
| Co-Registrant Solicitating Materials | |
| Co-Registrant PreCommencement Tender Offer | |
| Co-Registrant PreCommencement Issuer Tender Offer | |
| Co-Registrant Emerging Growth Company | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address, including Zip
Code, and
telephone number, including area code,
of registrant's principal executive offices)
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(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:
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. | ||||||
| Hertz Global Holdings, Inc. | ||||||
| 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. ¨
| Item 7.01 | Regulation FD Disclosure. |
This Current Report on Form 8-K amends the Form 8-K originally filed on February 10, 2025 (the “Original Form 8-K”) solely to furnish as exhibits the settlement proposal and counter-proposal referenced in the Original Form 8-K. Except as described above, no other portion of the Original Form 8-K is amended hereby. The information contained in this Item 7.01, including Exhibits 99.1 and 99.2 attached 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Title | |
| 99.1 | Settlement Proposal | |
| 99.2 | Counter-Proposal | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ Katherine Lee Martin | |
| Name: | Katherine Lee Martin | |
| Title: | Executive Vice President, General Counsel, and Corporate Secretary | |
Date: February 11, 2025
Exhibit 99.1
| SETTLEMENT PROPOSAL TERM SHEET 3 Key Dates ▪ Agreement in Principle: February 10, 2025 ▪ Targeted Close: May 1, 2025, or sooner Settlement Amount ▪ $341.1 million, reflects: − $327.9 million Contract Rate claim assuming May 1, 2025 plus − $10.0 million incremental principal plus − $3.2 million Milestone Payment Form of Consideration Cash ▪ $41.1 million (paid at Close), reflects: − Fixed: $37.9 million − Milestone Payment: $3.2 million (see below) assuming Close on May 1, 2025 Debt ▪ $300.0 million (issued at Close, see following page for term sheet) Milestone Payment ▪ Paid in cash at Close ▪ Calculated based on difference in Contract Rate vs. New Unsecured Debt Interest Rate from Agreement in Principle through Targeted Close − For example, if Close is on May 1, 2025, then the milestone payment would be $3.2 million Other Releases ▪ Full releases DRAFT | SUBJECT TO MATERIAL REVISION PRIVILEGED AND CONFIDENTIAL SUBJECT TO FRE 408 AND EQUIVALENTS |
| NEW UNSECURED DEBT TERM SHEET 4 Estimated Issue Date ▪ May 1, 2025 Amount ▪ $300.0 million Maturity ▪ September 30, 2029 Interest Rate ▪ Cash: 8.00% cash per annum, payable quarterly ▪ PIK: 3.00% PIK per annum, payable quarterly Mandatory Amortization ▪ Year 1-2: $2.5 million per quarter (i.e., $10.0 million per annum / ~3.3% per annum) ▪ Year 3-4: $10.0 million per quarter (i.e., $40.0 million per annum / ~13.3% per annum) Optional Amortization ▪ The Company shall have the right to make Optional Amortization payments at par − Starting in Year 3, if the Company: • Does not make an Optional Amortization payment of > $10.0 million in any quarter, then the PIK interest rate shall increase by 25bps or • Does make an Optional Amortization payment > $10.0 million in any quarter, then the PIK interest rate shall decrease by 25bps Ranking ▪ Unsecured Callable ▪ Immediately callable at par Rating ▪ Rated by at least one of Moody’s or S&P within 60 days of Close Type ▪ Rule 144A for life (i.e., same as existing unsecured notes) Covenants ▪ Consistent with existing unsecured note indentures DRAFT | SUBJECT TO MATERIAL REVISION PRIVILEGED AND CONFIDENTIAL SUBJECT TO FRE 408 AND EQUIVALENTS |
Exhibit 99.2
Draft | Subject to Material Revision
Confidential Settlement Communication
Subject to FRE 408 and Equivalents
SETTLEMENT PROPOSAL TERM SHEET – FEBRUARY 6, 2025
| Key Dates | · Agreement in Principle: February 10, 2025 |
| · Targeted Close: March 1, 2025 | |
| Settlement Amount | $341.1 million |
| Form of Consideration | · Cash: $68.2 million down payment, paid at close (20% of Settlement Amount) |
| · New First Lien Secured Note: $272.9 million, issued at close (Settlement Amount net of 20% cash payment at close) | |
| Releases | Full releases |
| TERMS FOR NEW FIRST LIEN SECURED NOTE | |
| TERMS FOR NEW FIRST LIEN SECURED NOTE | |
| Estimated Issue Date | March 1, 2025 |
| Amount | $272.9 million. |
| Maturity | December 31, 2025 |
| Issuer | The Hertz Corporation |
| Obligors | Same as existing 12.625% First Lien Senior Secured Notes Due 2029 |
| Coupon | Payable in cash at 10.00% on 7/31/2025, 9/30/2025, and 12/31/2025 |
| Collateral/Priority | Same as existing 12.625% First Lien Senior Secured Notes Due 2029 |
| Mandatory Amortization | · $34.1 million (10% of Settlement Amount) due 7/31/2025 |
| · $68.2 million (20% of Settlement Amount) due 9/30/2025 | |
| · $170.6 million (50% of Settlement Amount) due 12/31/2025 (i.e., at maturity) | |
| Call Protection | Callable at 105% of par, plus accrued but unpaid interest, outside Mandatory Amortization schedule noted above |
| Covenants | TBD |