Hertz Global Holdings Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$HTZ
Rental/Leasing Companies
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2025
THE HERTZ CORP ORATION
(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) | ||||||||||||||
| Not Applicable | ||||||||||||||
| Not Applicable | ||||||||||||||
| (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. | Par value $0.01 per share | ||||||||||||||||||||||
| Hertz Global Holdings, Inc. | Each exercisable for one share of Hertz Global Holdings, Inc. common stock at an exercise price of $13.61 per share, subject to adjustment | ||||||||||||||||||||||
| 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. o
Item 1.01 Entry into a Material Definitive Agreement.
HVF III Rental Car Asset Backed Note Offerings
On March 12, 2025, Hertz Vehicle Financing III LLC (“HVF III”), a wholly-owned, special-purpose and bankruptcy-remote subsidiary of The Hertz Corporation (“THC”), issued two series of notes to unaffiliated third parties: (1) the Series 2025-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C and Class D, in an aggregate principal amount equal to $500,000,000, pursuant to the Series 2025-1 Supplement (the “Series 2025-1 Supplement”), dated as of March 12, 2025, among HVF III, as issuer, THC, as administrator, and The Bank of New York Mellon Trust Company, N.A. (“BNYM”), as trustee, to the Base Indenture (the “Base Indenture”), dated as of June 29, 2021, which was previously filed as Exhibit 10.7 to the Current Report on Form 8-K filed on July 7, 2021; and (2) the Series 2025-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, and Class D, in an aggregate principal amount equal to $500,000,000, pursuant to the Series 2025-2 Supplement (the “Series 2025-2 Supplement”), dated as of March 12, 2025, among HVF III, as issuer, THC, as administrator, and BNYM, as trustee, to the Base Indenture.
The Series 2025-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, and Class D (collectively, the “Series 2025-1 Notes”) and the Series 2025-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Class B, Class C, and Class D (collectively, the “Series 2025-2 Notes”) are described together below as the “Series 2025 Notes.”
THC utilizes the HVF III securitization platform, which consists of both variable funding notes and medium-term notes, such as the Series 2025 Notes issued in the offerings described herein, to finance its U.S. rental car fleet. Subject to certain conditions, additional notes may be issued in the future under the Base Indenture.
The Series 2025 Notes were issued with the following terms:
| Notes Issued | Principal | Interest Rate | Expected Final Payment Date | Legal Final Payment Date | |||||||||||||||||||
| Series 2025-1 | |||||||||||||||||||||||
| Class A | $ | 342,500,000 | 4.91% | September 2028 | September 2029 | ||||||||||||||||||
| Class B | $ | 50,000,000 | 5.45% | September 2028 | September 2029 | ||||||||||||||||||
| Class C | $ | 67,500,000 | 6.03% | September 2028 | September 2029 | ||||||||||||||||||
| Class D | $ | 40,000,000 | 7.98% | September 2028 | September 2029 | ||||||||||||||||||
| Series 2025-2 | |||||||||||||||||||||||
| Class A | $ | 342,500,000 | 5.13% | September 2030 | September 2031 | ||||||||||||||||||
| Class B | $ | 50,000,000 | 5.66% | September 2030 | September 2031 | ||||||||||||||||||
| Class C | $ | 67,500,000 | 6.40% | September 2030 | September 2031 | ||||||||||||||||||
| Class D | $ | 40,000,000 | 8.34% | September 2030 | September 2031 | ||||||||||||||||||
The Series 2025-1 Class B Notes are subordinated to the Series 2025-1 Class A Notes. The Series 2025-1 Class C Notes are subordinated to the Series 2025-1 Class A Notes and the Series 2025-1 Class B Notes. The Series 2025-1 Class D Notes are subordinated to the Series 2025-1 Class A Notes, the Series 2025-1 Class B Notes, and the Series 2025-1 Class C Notes.
The Series 2025-2 Class B Notes are subordinated to the Series 2025-2 Class A Notes. The Series 2025-2 Class C Notes are subordinated to the Series 2025-2 Class A Notes and the Series 2025-2 Class B Notes. The Series 2025-2 Class D Notes are subordinated to the Series 2025-2 Class A Notes, the Series 2025-2 Class B Notes, and the Series 2025-2 Class C Notes.
Unless an amortization event occurs, HVF III is not required to make any principal payments on (i) the Series 2025-1 Notes until April 2028 and (ii) the Series 2025-2 Notes until April 2030. Beginning in April 2028 for the Series 2025-1 Notes and April 2030 for the Series 2025-2 Notes, HVF III is expected to make a payment of one-sixth of the initial principal amount until repayment is made in full on the applicable legal final payment date for such series of notes in September 2029 and September 2031, respectively.
The occurrence and continuation of an amortization event related to the Series 2025 Notes may result in HVF III being required to pay principal on the Series 2025 Notes earlier than anticipated. Amortization events include, among other things, the failure to pay principal or interest in a timely manner, the failure to maintain sufficient assets compared to the outstanding amount of debt, the failure to maintain sufficient liquidity in the form of reserve accounts or letters of credit, the presence of certain liens on HVF III’s assets, any misrepresentations by HVF III, any covenant defaults and defaults by either HVF III or THC, as administrator of HVF III under the Administration Agreement, dated as of June 29, 2021, which was previously filed as Exhibit 10.9 to the Current Report on Form 8-K filed on July 7, 2021. In the event that one or more amortization events occurs and is continuing, holders of the Series 2025 Notes may force HVF III or BNYM on their behalf to sell vehicles and, if a default occurs under the Master Motor Vehicle Operating Lease and Servicing Agreement (HVF III) (the “Lease”), dated as of June 29, 2021, which was previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed on July 7, 2021, the holders of the Series 2025 Notes may force THC and/or DTG Operations, Inc., a wholly-owned indirect subsidiary of THC, each as a lessee under the Lease, to return vehicles for
sale by HVF III. Proceeds of any such sales made during the enforcement of remedies are required to repay the Series 2025 Notes and any notes issued by HVF III in the future.
The net proceeds of the Series 2025 Notes were used in part to repay the amounts outstanding on HVF III’s Series 2021-A Variable Funding Rental Car Asset Backed Notes. Remaining funds are expected to be used for the future acquisition or refinancing of eligible vehicles to be leased under the Lease.
The foregoing descriptions of the Series 2025 Notes are qualified in their entirety by reference to the complete terms and conditions of the Series 2025-1 Supplement and the Series 2025-2 Supplement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated by reference herein.
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 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104.1 | Cover page Interactive Date 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) | ||||||||
| Date: March 12, 2025 | By: | /s/ Scott M. Haralson | ||||||
Name: | Scott M. Haralson | |||||||
Title: | Executive Vice President and Chief Financial Officer | |||||||