|Co-Registrant Amendment Flag||false|
|Co-Registrant Form Type||8-K|
|Co-Registrant Written Communications||false|
|Co-Registrant Solicitating Materials||false|
|Co-Registrant PreCommencement Tender Offer||false|
|Co-Registrant PreCommencement Issuer Tender Offer||false|
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|8501 Williams Road|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 2021
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
8501 Williams Road
Estero, Florida 33928
(Address, including Zip Code, and
telephone number, including area code,
of registrant's principal executive offices)
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||
|Name of Each Exchange on which Registered|
|Hertz Global Holdings, Inc.||Common Stock par value $0.01 per share||HTZGQ||*|
|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. ¨
* Hertz Global Holdings, Inc.’s common stock began trading exclusively on the over-the-counter market on October 30, 2020 under the symbol HTZGQ.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously disclosed, on May 22, 2020 (the “Petition Date”), Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), The Hertz Corporation (“THC”) and certain of their direct and indirect subsidiaries in the United States and Canada including the Selling Entities (defined below and 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 for the Debtors. The cases are being jointly administered under the caption In re The Hertz Corporation, et al., Case No. 20-11218 MFW.
As previously disclosed, on November 25, 2020, the Company, Donlen Corporation, an Illinois corporation (the “Seller”), and certain of the Seller’s subsidiaries (together with the Seller, the “Selling Entities”) entered into a Stock and Asset Purchase Agreement (the “SAPA”) with Freedom Acquirer LLC (the “Buyer”), a Delaware limited liability company and affiliate of Athene Holding Ltd., pursuant to which the Selling Entities agreed to sell to the Buyer substantially all of the assets of the Selling Entities including the Selling Entities’ non-Debtor subsidiaries (the “Purchased Assets”), and the Buyer agreed to assume certain indebtedness of the Selling Entities related to the Purchased Assets (the “Sale”). The Purchased Assets comprised the Company’s Donlen vehicle leasing and fleet management solutions business.
On March 30, 2021, the Company, the Selling Entities and the Buyer consummated the Sale contemplated by the SAPA (the “Closing”) for a purchase price of approximately $891 million in cash, plus the assumption of certain liabilities, which cash purchase price is subject to certain adjustments post-Closing based on the level of assumed indebtedness, working capital and fleet equity.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K 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 post-Closing adjustments to the cash purchase price, and our liquidity and potential financing sources. 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 the date they are provided, and we undertake no obligation to update this information.
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/ M. David Galainena|
|Name:||M. David Galainena|
|Title:||Executive Vice President, General Counsel and Secretary|
Date: March 30, 2021