Item 1.01 Entry into a Material Definitive Agreement.






New Warrant Agreement

On the Effective Date and pursuant to the Plan, the Company entered into a Warrant Agreement (the "Warrant Agreement") with Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent (the "Warrant Agent"), which provides for the Company's issuance of up to an aggregate of 89,049,029 warrants (the "Warrants") to purchase New Common Stock to former holders of the Company's common stock outstanding prior to the Effective Date, par value $0.01 (the "Existing Common Stock"), on the Effective Date in accordance with the terms of the Plan, the Confirmation Order and the Warrant Agreement.





                                       2

The Warrants are exercisable from the date of issuance until June 30, 2051, at which time all unexercised Warrants will expire and the rights of the holders of such expired Warrants to purchase New Common Stock will terminate. Each Warrant is initially exercisable for one share of New Common Stock per Warrant at an initial exercise price of $13.80 per Warrant (the "Exercise Price"), subject to the cashless exercise provisions contained in the Warrant Agreement. Any payment of dividends in cash shall adjust the Exercise Price pursuant to the terms of the Warrant Agreement.

The Exercise Price is subject to adjustment from time to time upon the occurrence of certain dilutive events, including stock splits, reverse stock splits, recapitalizations, reclassifications of the New Common Stock, consolidations, mergers or combinations involving the Company, sales of all or substantially all of or substantially all of the assets of the Company, stock dividends to holders of New Common Stock, the issuance of rights or warrants to holders of New Common Stock, dividends or distributions to holders of New Common Stock of shares of the Company's capital stock, rights or warrants to purchase the Company's securities or indebtedness, assets or property, or certain reclassification or reorganization events in respect of the New Common Stock.

In the event of a Change of Control Event (as defined in the Warrant Agreement) where stock registered under Section 12 of the Exchange Act that is listed for trading on any national securities exchange (or will be within 30 days following the consummation of such Change of Control Event) ("Registered and Listed Shares") issued as consideration represents less than 90% of the Market Price (as defined in the Warrant Agreement) of all cash, stock, securities or other assets or property to be received by holders of New Common Stock in respect of or in exchange for New Common Stock, then holders of Warrants will receive an amount of cash as calculated in accordance with the Black-Scholes option pricing model in respect of the portion of consideration that is not Registered and Listed Shares. In connection with any consolidation, merger, sale, lease or other transfer of the Company, the successor to the Company shall be required to assume all of the Company's obligations under the Warrant Agreement and the Warrants.

Pursuant to the Warrant Agreement, no holder of a Warrant, by virtue of holding or having a beneficial interest in the Warrant, will have the right to vote, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of the Company's directors or any other matter, or exercise any rights whatsoever as a stockholder of the Company unless, until and only to the extent such holders become holders of record of shares of New Common . . .

Item 1.02. Termination of Material Definitive Agreement






Plan Support Agreement

On the Effective Date, the PSA entered into between the Debtors and the Plan Sponsors, pursuant to which the parties thereto had agreed to take certain actions to support the prosecution and consummation of the Plan on the terms and conditions set forth in the PSA, was terminated.





Equity Interests

In accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of the Company's equity interests outstanding prior to the Effective Date were cancelled and all such equity interests have no further force or effect after the Effective Date. The Company issued New Common Stock (as defined below), Warrants and New Preferred Stock (as defined below) to holders of claims and interests entitled to receive New Common Stock, Warrants and New Preferred Stock pursuant to (i) the Plan, (ii) the Rights Offering, and (iii) the EPCA in the proportions set forth in the Plan and the EPCA.





                                       8





Debt Instruments

In accordance with the Plan, on the Effective Date, all outstanding obligations under the indebtedness set forth below (collectively, the "Existing Debt Instruments") of the Debtors, including the applicable indentures, credit agreements and guarantees governing such obligations, were cancelled, except to the limited extent expressly set forth in the Plan or the Confirmation Order:

? 5.500% Senior Unsecured Notes due 2024;

? 6.000% Senior Unsecured Notes due 2028;

? 6.250% Senior Unsecured Notes due 2022;

? 7.125% Senior Unsecured Notes due 2026;

? 7.000% Unsecured Promissory Notes due 2028;

? guarantee of the Hertz Holdings Netherlands B.V. ("HHN") 4.125% Unsecured Notes

and the HHN 5.500% Unsecured Notes by the Debtors;

? THC's guarantees of obligations relating to the European ABS Facility (as


   defined in the Plan);

? the ALOC Credit Agreement (as defined in the Plan);

? the Lombard Vehicle Financing Facility Guarantee (as defined in the Plan);

? the Australian Performance Guarantee (as defined in the Plan);

? term loans and revolving loans, hedge claims and letters of credit under the

First Lien Credit Agreement (as defined in the Plan); and

? the Second Lien Notes (as defined in the Plan).

Pursuant to the Plan, the Company repaid in full, in cash, all of its remaining principal under the Existing Debt Instruments for which it was the primary obligor and all amounts related to accrued and unpaid interest and premiums in respect of Existing Debt Instruments required to consummate the Plan, subject to the rights of creditors (if any) to claim additional interest and/or premiums. Upon making these payments, the Existing Debt Instruments were immediately terminated other than for certain provisions expressly specified to survive termination. Some creditors may assert that the Company owes additional interest and, in certain cases, additional premiums. The Company retains all rights with respect to any such asserted amounts. In connection with the Plan, on July 2, 2021, HHN redeemed the HHN 4.125% Unsecured Notes and the HHN 5.500% Unsecured Notes.





General Unsecured Interests

Pursuant to the Plan, the holders of General Unsecured Claims, at the option of the applicable Debtor, will be reinstated or receive on the Effective Date or as soon as reasonably practicable thereafter payment in full, in cash, of the allowed amount of such claims.





Debtor-in-Possession Facility
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-balance Sheet Arrangement of a Registrant.

The descriptions of the following documents set forth under Item 1.01 above are incorporated by reference herein: (i) the Exit Credit Agreement, (ii) the Series 2021-A Supplement, (iii) the Series 2021-1 Supplement, (iv) the Series 2021-2 Supplement, (v) the Base Indenture, (vi) the Lease and (vii) the Administration Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

On the Effective Date, the Company issued the following in accordance with the Plan:

? 14,133,075 shares of New Common Stock were issued pro rata to holders of


   Existing Common Stock;

? 89,049,029 Warrants to purchase 89,049,029 shares of New Common Stock were

issued pro rata to holders of Existing Common Stock that did not participate in


   the Rights Offering;

? 127,362,114 shares of New Common Stock were issued to participants in the

Rights Offering, which includes 7,858,805 shares of New Common Stock were

issued to commitment parties under the EPCA in connection with their

participation in the Rights Offering;

? 277,119,438 shares of New Common Stock and 1,500,000 shares of New Preferred

Stock were issued to commitment parties under the EPCA, or their designees, in

connection with their direct investment commitment thereunder; and

? 36,137,887 shares of New Common Stock were issued to commitment parties under

the EPCA, or their designees, in connection with their backstop obligation

thereunder to purchase unsubscribed shares of New Common Stock under the Rights

Offering and an additional 16,350,000 shares of New Common Stock were issued to

commitment parties under the EPCA in respect of the backstop fee thereunder.

As of the Effective Date, there were 471,102,514 shares of New Common Stock (symbol HTZZ), 1,500,000 shares of New Preferred Stock and 89,049,029 Warrants (symbol HTZZW) issued and outstanding.

With the exception of shares of New Common Stock issued on account of the backstop obligation under the EPCA, the direct investment commitment under the EPCA and the Rights Offering, the shares of New Common Stock and the Warrants issued pursuant to the Plan were issued pursuant to the exemption from the registration requirements of the Securities Act, under Section 1145 of the Bankruptcy Code, which generally exempts from such registration requirements the issuance of certain securities under a plan of reorganization. Shares of New Common Stock and shares of New Preferred Stock issued on account of the backstop obligation under the EPCA, the direct investment commitment under the EPCA and the Rights Offering were issued under Section 4(a)(2) of the Securities Act.





                                       10

Item 3.03. Material Modification to Rights of Security Holders.

Except as otherwise provided in the Plan, all notes, equity, agreements, instruments, certificates and other documents evidencing any security interest of the Debtors were cancelled on the Effective Date.. The securities to be cancelled on the Effective Date include all of the Existing Common Stock and the Debtors' obligations under the Existing Debt Instruments. For further information, see the Explanatory Note and Items 1.02 and 5.03 of this Current Report on Form 8-K, which are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As previously disclosed, on the Effective Date, all of the Existing Common Stock, and the Debtors' obligations under the Existing Debt Instruments were cancelled, and the Company issued approximately 3% of the New Common Stock to holders of the Existing Common Stock.

The information set forth in Items 1.01 and 3.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.




Departure of Directors

In accordance with the Plan, David A. Barnes, SungHwan Cho, Henry R. Keizer, Anindita Mukherjee, Daniel A. Ninivaggi and Kevin A. Sheehan ceased to hold office as members of the Company's board of directors (the "Board") on the Effective Date.





Appointment of Directors

As of the Effective Date, by operation of and in accordance with the Plan, the directors of the Company include: (i) M. Gregory O'Hara (Chair - Class I); (ii) Thomas Wagner (Vice Chair - Class I); (iii) Colin Farmer (Class III); (iv) Andrew Shannahan (Class III); (v) Christopher Lahoud (Preferred Stock Director); (vi) Vincent Intrieri (Class I); (vii) Paul Stone (CEO - Class II); (viii) Mark Fields (Class II); and (ix) up to three directors to be identified at a later date. Each such director shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents (as defined in the Plan), the Employment Agreements (as defined in the Plan), and other constituent documents of the reorganized Company. In addition, William Jones will serve as observer of the reorganized Company's board. An explanation of the classes of the directors of the Company is provided at Section 5.2 of the Certificate of Incorporation (defined below).

· M. Gregory O'Hara. Michael Gregory (Greg) O'Hara is the Founder and a Senior


   Managing Director of Certares. Prior to forming Certares, he served as Chief
   Investment Officer of JPMorgan Chase's Special Investments Group ("JPM SIG").
   Prior to this role at JPM SIG, Mr. O'Hara was a Managing Director of One Equity
   Partners ("OEP"), the private equity arm of JPMorgan. Before joining OEP in
   2005, he served as Executive Vice President of Worldspan and was a member of
   its Board of Directors. Mr. O'Hara is the Executive Chairman of American
   Express Global Business Travel, Chairperson of Hertz Global Holdings and Vice
   Chairman of Liberty TripAdvisor Holdings and serves on the Boards of Directors
   of Hertz Global Holdings, Liberty TripAdvisor Holdings and Tripadvisor, The
   Innocence Project, World Travel & Tourism Council and Certares Holdings. Greg
   is the Head of the Investment Committee and a member of the Management
   Committee of Certares Management LLC. Mr. O'Hara received his Master of
   Business Administration degree from Vanderbilt University.




                                       11

· Thomas Wagner. Thomas (Tom) Wager is a co-founder of, and partner at,

Knighthead Capital Management, LLC. Prior to Knighthead Capital's founding, Mr.
   Wagner was most recently employed by Goldman, Sachs & Co. where he was a
   managing director responsible for running the distressed and high yield credit
   trading desks. He also co-managed the firm's Capital Structure Franchise
   Trading desk, which combined the trading of credit and equity products issued
   by stressed and distressed companies. Prior to joining Goldman in 2000, he was
   employed for two years at Credit Suisse First Boston ("CSFB") as a high yield
   trader and special situations desk analyst. Mr. Wagner graduated Beta Gamma
   Sigma from Columbia Business School in 1999. Prior to attending business
   school, he worked for 5 years at Ernst & Young, LLP in the firm's hedge fund
   practice providing audit and consulting services to a wide range of investment
   funds. During his tenure at Ernst & Young, LLP, Mr. Wagner was registered as a
   Certified Public Accountant in Massachusetts and the Cayman Islands. Mr. Wagner
   graduated from Villanova University with a Bachelor of Science in Accounting in
   1992.

· Colin Farmer. Colin Farmer is a Senior Managing Director and the Head of the

Management Committee of Certares. Prior to joining Certares, he was a Managing
   Director of One Equity Partners ("OEP"). Prior to joining OEP, he worked for
   eight years at Harvest Partners, a middle market private equity firm, and for
   two years at Robertson Stephens & Company, a middle market investment bank. Mr.
   Farmer serves on the Boards of Directors of AmaWaterways, Guardian Alarm, Hertz
   Global Holdings, Internova Travel Group, Mystic Invest and Certares Holdings
   and is a member of the Investment Committee and is the Head of the Management
   Committee of Certares Management LLC. Mr. Farmer received his A.B. in English
   Literature from Princeton University.

· Andrew Shannahan. Andrew Shannahan is a Partner at Knighthead Capital

Management, LLC. Mr. Shannahan joined Knighthead in 2008 shortly after the
   firm's launch and has worked on numerous situations including complex
   restructurings, financial liquidations, and multijurisdictional litigations,
   spin-offs and post-reorganization equities. Prior to joining Knighthead, Mr.
   Shanahan spent six years working as a senior research analyst for Litespeed
   Partners, an event-driven hedge fund. Mr. Shanahan earned a BA degree in
   Economics and Operations Research from Columbia University.

· Christopher Lahoud. Christopher Lahoud is a Partner in Apollo Credit. Mr Lahoud


   joined Apollo in 2018. Prior to joining Apollo, he was the Head of the
   Distressed Product Group at Deutsche Bank, managing a team of 15 individuals.
   He began his career with Citigroup in 2006 as a credit trader. He currently
   also serves on the board of directors of Moxe Health Corporation. Mr. Lahoud
   graduated from the University of Richmond in 2006 with a Bachelor of Science in
   Accounting and Finance. Mr. Lahoud was appointed to the Company's board by
   Apollo pursuant to its board designation rights described herein.

· Vincent J. Intrieri. Vincent J. Intrieri previously served as a director of the


   Company since June 2016 and THC since September 2014. Mr. Intrieri is the Chief
   Executive Officer and founder of VDA Capital Management LLC, a private
   investment fund. Previously, he was with Icahn-related entities from October
   1998 to December 2016 in various investment-related capacities, including as
   Senior Managing Director of Icahn Capital LP, Senior Managing Director of Icahn
   Onshore LP, and Icahn Offshore LP. From 1992 to 1995, Mr. Intrieri was a
   partner at Arthur Andersen LLP, a professional services organization. He is the
   co-lead director of Navistar International and a director of Transocean
   Limited. Previously, he served as a director of Energen Corporation, Conduent
   Incorporated, Chesapeake Energy, Forest Laboratories Inc, CVR Energy Inc,
   Federal-Mogul Corporation, and various other public companies. Mr. Intrieri
   graduated, with Distinction, from The Pennsylvania State University (Erie
   Campus) with a B.S. in Accounting in 1984.




                                       12

· Mark Fields. Mark Fields is a Senior Advisor at TPG Capital and former


   President and CEO of Ford Motor Company. He held senior leadership roles at the
   company, including Chief Operating Officer, Executive Vice President &
   President of the Americas, Executive Vice President and Chief Executive Officer
   of Premier Automotive Group and Ford Europe, Chairman and Chief Executive
   Officer of the Premier Automotive Group, and President and Chief Executive
   Officer of Mazda Motor Corporation. He is the Lead Independent Director of
   Tanium and serves on Qualcomm's Board of Directors. He has served on the Boards
   of Ford, IBM and Mazda, as well as four private companies on behalf of TPG
   Capital. Mr. Fields holds a bachelor's degree in economics from Rutgers
   University and a Master of Business Administration from Harvard Business
   School.

· Paul Stone. Paul Stone is President and Chief Executive Officer of Hertz Global

Holdings, Inc. Named CEO in May 2020, Paul has led the Company through its
   successful operational and financial restructuring. He joined Hertz in March
   2018 as Executive Vice President and Chief Retail Operations Officer for North
   America. Previously, he was Chief Retail Officer at Cabela's Inc. He spent the
   first 28 years of his career in various leadership roles at Walmart Inc. Mr.
   Stone is a graduate of the West Virginia State University.

Except as described in this Current Report on Form 8-K, there are no transactions between the appointed directors, on the one hand, and the Company, on the other hand, that would be reportable under Item 404(a) of Regulation S-K.

Committees of the Board of Directors

The Board expects to have three standing committees: an audit committee, a compensation committee and a governance committee, and the Board expects each committee to be in compliance with any and all applicable rules that govern committee composition that are applicable to the Company.





                                       13





Appointment of Officers
. . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On the Effective Date, pursuant to the Plan, the Company filed the Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Delaware Secretary of State, and adopted the Second Amended and Restated Bylaws (the "Bylaws").

Each holder of shares of new common stock, par value $0.01 per share (the "New Common Stock"), is entitled to one vote for each outstanding share of New Common Stock held of record by such holder on all matters properly submitted to a vote of the stockholders on which holders of the New Common Stock are entitled to vote. Except as otherwise required by law or provided in the Certificate of Incorporation (including in the Preferred Stock Designation, as described below), subject to the right of Apollo to designate a director as long as it owns, together with its affiliates, at least 50% of the outstanding New Preferred Stock, at any annual or special meeting of stockholders the New Common Stock will have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.

The Certificate of Incorporation provides that, except as otherwise required by law or as otherwise provided with respect to any then-outstanding series of preferred stock, at any annual or special meeting of the stockholders, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter will be the act of the stockholders, while directors will be elected by a plurality of the votes of the shares of capital stock of the Company present and entitled to vote at the meeting.

Subject to the rights of holders of any then-outstanding shares of preferred stock, the holders of New Common Stock may receive such dividends as the Board may declare in its discretion out of legally available funds. Following such distributions to holders of then-outstanding shares of preferred stock, holders of New Common Stock will be entitled to receive all the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares of New Common Stock held by them. Shares of New Common Stock are not subject to any redemption provisions and are not convertible into any of the Company's other securities.





New Preferred Stock

In accordance with the Plan and the Certificate of Incorporation, as of the Effective Date, the Company designated 1,500,000 shares of the preferred stock, $0.01 par value per share, of the Company, as "Series A Preferred Stock" (the "New Preferred Stock"), by filing a certificate of designation (the "Preferred Stock Designation") with the Secretary of State of the State of Delaware. Pursuant to the EPCA, the Company issued all 1,500,000 shares of the New Preferred Stock to Apollo and its designees at the Effective Date.

Pursuant to the Preferred Stock Designation, shares of New Preferred Stock will accrue a dividend, payable semi-annually in arrears (with the first dividend paid on the six month anniversary of the Effective Date), in an amount equal to the applicable dividend rate multiplied by the then-current stated value (which was initially set at $1,000 per share). Subject to the remedies of holders following the occurrence of "Non-Compliance Events" (as defined below), the applicable dividend rate is:

? with respect to a dividend accrued prior to the second anniversary of the

Effective Date, 9.00% per annum;






                                       16

? with respect to a dividend accrued from and after the second anniversary of the

Effective Date and prior to the third anniversary of the Effective Date, 7.00%

per annum for any portion paid in cash and 9.00% per annum for any portion paid

as a compounded dividend;

? with respect to a dividend accrued from and after the third anniversary of the

Effective Date and prior to the 42-month anniversary of the Effective Date,

8.00% per annum for any portion paid in cash and 10.00% per annum for any

portion paid as a compounded dividend;

? with respect to a dividend accrued from and after the 42-month anniversary of

the Effective Date and prior to the fourth anniversary of the Effective Date,


   9.00% per annum;

? with respect to a dividend accrued from and after the fourth anniversary of the

Effective Date and prior to the 54 month anniversary of the Effective Date,


   10.00% per annum;

? with respect to a dividend accrued from and after the 54-month anniversary of

the Effective Date and prior to the fifth anniversary of the Effective Date,


   11.00% per annum; and

? with respect to a dividend accrued from and after the fifth anniversary of the

Effective Date, an amount equal to the sum of 13.00% per annum and the product

of 2.00% per annum multiplied by the number of whole years elapsed since the

fifth anniversary of the Effective Date through and including such dividend


   payment date;

provided that each of the foregoing rates will be increased by 6.00% per annum at any time that the funded corporate indebtedness (including certain preferred stock and undrawn letters of credit) of the Company, THC and its restricted subsidiaries exceeds $3,300,000,000.

Pursuant to the Preferred Stock Designation, holders of the New Preferred Stock will have no voting rights, except as required by law or as described below following the occurrence of "Non-Compliance Events".

The Preferred Stock Designation contains provisions (the "Protective Provisions") restricting, among other things, the amendment of the Certificate of Incorporation or Bylaws in a manner that adversely affects the rights, preferences and privileges of the New Preferred Stock; liquidation, dissolution or winding up of the Company or its business and affairs; the creation, authorization or issuance of any class or series of capital stock other than the New Common Stock; issuance of additional shares of New Preferred Stock; affiliate transactions, restricted payments; mergers or other business combinations; asset sales, indebtedness and investments, in each case, subject to the exceptions set forth in the Certificate of Designations. Holders of the New Preferred Stock (including Apollo) are also entitled to certain information and inspection rights, in each case as set forth more specifically in the Preferred Stock Designation.

Non-compliance events (the "Non-Compliance Events"), including, among other things, the failure to pay a preferred dividend when due (including failure to pay dividends on the New Preferred Stock in cash following the 42-month anniversary of the Effective Date), breaches of the Protective Provisions, changes of control, insolvency events and other customary defaults, may, depending on the length of time for which such Non-Compliance Event is continuing, result in an increased accretion of stated value of the New Preferred Stock, board reconstitution, a forced exit transaction to redeem the New Preferred Stock, and/or a majority voting right being granted to holders of a majority of the outstanding New Preferred Stock. These remedies are also available to holders of a majority of the outstanding New Preferred Stock to the extent any shares of New Preferred Stock remain outstanding on the 87-month anniversary of the Effective Date.





                                       17

Pursuant to the Preferred Stock Designation, the Company may redeem the New Preferred Stock in whole or in part at any time and from time to time, in cash, at a redemption price (the "Redemption Price") equal to the then current accrued stated value of the New Preferred Stock being redeemed, subject to a multiple of invested capital floor price. Any partial redemption of the New Preferred Stock will be in amounts of shares with no less than $250,000,000 aggregate accrued stated value as of the time of such redemption (unless the then current aggregate accrued stated value of the New Preferred Stock is equal to or less than $250,000,000, in which case any such redemption will redeem all of the then outstanding New Preferred Stock). Holders of the New Preferred Stock will not have the right to require the Company to offer to redeem all or a portion of the New Preferred Stock.

The New Preferred Stock will have a payment priority, liquidation preference and ranking senior to any other class or series of equity securities of the Company currently issued or outstanding. In the event of any liquidation, dissolution or winding up of the Company, the Company will be required to offer to redeem all of the outstanding New Preferred Stock in cash at the then-applicable Redemption Price, subject to the sufficiency of the Company's assets.

For so long as Apollo and its affiliates collectively hold more than a majority of the outstanding shares of New Preferred Stock, Apollo will have the right to designate one individual to serve on the Company's board of directors (and any . . .

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