Item 7.01 Regulation FD Disclosure.
On May 22, 2020 (the "Petition Date"), Hertz Global Holdings, Inc. (the
"Company", "HGH" or "we"), 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
("Chapter 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 Debtors filed
with the Bankruptcy Court a proposed Joint Chapter 11 Plan of Reorganization of
the Debtors, dated as of March 1, 2021, and a related proposed Disclosure
Statement.
The Debtors subsequently filed with the Bankruptcy Court a proposed First
Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related
proposed Disclosure Statement, in each case dated as of March 29, 2021;a
proposed Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors
and a related proposed Disclosure Statement, in each case dated as of April 3,
2021; a proposed Modified Second Amended Joint Chapter 11 Plan of Reorganization
of the Debtors and a related proposed form of Disclosure Statement, in each case
dated as of April 10, 2021; a proposed Second Modified Second Amended Joint
Chapter 11 Plan of Reorganization of the Debtors and a related proposed form of
Disclosure Statement, dated respectively as of April 14, 2021 and April 15,
2021; a proposed Third Modified Second Amended Joint Chapter 11 Plan of
Reorganization of the Debtors and a related proposed form of Disclosure
Statement, in each case dated as of April 16, 2021; and a proposed Fourth
Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors
and a related proposed form of Disclosure Statement, in each case dated as of
April 21, 2021, which form of Disclosure Statement the Debtors further updated
later on April 21, 2021. On April 22, 2021, the Debtors filed the solicitation
version of the Fourth Modified Second Amended Joint Chapter 11 Plan of
Reorganization of the Debtors (the "Proposed Plan") and the solicitation version
of the Disclosure Statement (the "Disclosure Statement"). The information
contained in this Item 7.01 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 8.01 Other Events.
As previously disclosed, on the Petition Date, the Debtors filed voluntary
petitions for relief under Chapter 11 of the United States Code in the
Bankruptcy Court, thereby commencing 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.
The Proposed Plan and the related Disclosure Statement describe, among other
things, the terms of the Proposed Plan; the Debtors contemplated financial
restructuring (the "Restructuring"); the events leading up to the Chapter 11
Cases; certain events that have occurred or are anticipated to occur during the
Chapter 11 Cases, including the anticipated solicitation of votes to approve the
Proposed Plan from certain of the Debtors' creditors and certain other aspects
of the Restructuring. The Proposed Plan and Disclosure Statement, as well as
other court filings and information about the Chapter 11 Cases, can be accessed
free of charge at a website maintained by the Company's claims, noticing, and
solicitation agent, Prime Clerk LLC,
at https://restructuring.primeclerk.com/hertz, or call (877) 428-4661 (toll-free
in the U.S.) or (929) 955-3421 (from outside the U.S.).
At a hearing in the Chapter 11 Cases on April 21, 2021 (the "Hearing"), the
Bankruptcy Court announced, among other things, that it would approve the
Debtors' Disclosure Statement and the procedures to be used in connection with
the solicitation of votes on the Proposed Plan (the "Solicitation and Voting
Procedures"). At the Hearing, the Bankruptcy Court also announced that it would
authorize the Debtors' to enter into the Equity Purchase and Commitment
Agreement, dated as of April 3, 2021 (the "EPCA"), with the Equity Commitment
Parties thereto. On April 22, 2021, the Bankruptcy Court entered an order
approving the Disclosure Statement and the Solicitation and Voting Procedures
and an order authorizing the Debtors to enter into the EPCA.
Now the Debtors can commence solicitation of votes from their creditors for
approval of the Proposed Plan. Consummation of the Proposed Plan remains subject
to Bankruptcy Court approval and satisfaction of other conditions. The Debtors'
proposed confirmation timeline, which is subject to change by the Bankruptcy
Court, currently contemplates that a hearing to consider confirmation of the
Proposed Plan will occur on June 10, 2021.
Neither the Debtors' filing of the Proposed Plan and Disclosure Statement, nor
this Current Report, is a solicitation of votes to accept or reject the Proposed
Plan. Votes on the Proposed Plan will be solicited in accordance with the
Solicitation and Voting Procedures approved by the Bankruptcy Court and
applicable law.
Information contained in the Proposed Plan is subject to change, whether as a
result of amendments, supplements, or other modifications to the Proposed Plan,
third-party actions, or otherwise. The Proposed Plan is not binding on any
party, including the Debtors, unless and until it is confirmed by the Bankruptcy
Court and consummated. Information in the Disclosure Statement is subject to
further supplement. The documents and other information available via website or
elsewhere are not part of this Current Report and shall not be deemed
incorporated herein.
2
Cautionary Statement Concerning Forward-Looking Statements
This Current Report 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 our liquidity and potential financing sources;
the bankruptcy process; our ability to obtain approval from the Bankruptcy Court
with respect to motions or other requests made to the Bankruptcy Court
throughout the course of the Chapter 11 Cases; the effects of Chapter 11 on the
interests of various constituents; and the ability to confirm and consummate a
plan of reorganization. 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, 2020, as filed with the Securities and
Exchange Commission on February 26, 2021, 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 9.01Exhibits.
(d) Exhibits
Exhibit
Number Title
101.1 Pursuant to Rule 406 of Regulation S-T, the cover page to this Current
Report on Form 8-K is formatted in Inline XBRL
104.1 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit 101.1)
3
© Edgar Online, source Glimpses