| Co-Registrant CIK | 0000047129 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2021-10-26 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging Growth Company | false |
| 8501 Williams Road | |
| Estero | |
| Florida 33928 | |
| 239 301-7000 | |
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) October 27, 2021 (October 26, 2021)
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-37665 | 61-1770902 | ||
| Delaware | 001-07541 | 13-1938568 | ||
| (State or other jurisdiction of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification No.) |
8501 Williams Road
Estero, Florida 33928
239 301-7000
(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:
¨ 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 |
Trading
Symbol(s) |
Name
of Each Exchange
on which Registered |
||||
| Hertz Global Holdings, Inc. | Common Stock par value $0.01 per share | HTZZ | * | |||
| 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 trades on the over-the-counter market under the symbol HTZZ.
ITEM 8.01 other events.
On October 26, 2021, Hertz Global Holdings, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Registration Rights Agreement dated as of June 30, 2021 (the “Registration Rights Agreement”) among the Company and certain stockholders of the Company. The Amendment amends the Registration Rights Agreement to permit Demand Holders to exercise Demand Rights (each as defined in the Registration Rights Agreement) prior to the listing of the Company’s common stock on a national securities exchange.
The foregoing summary of the Amendment is qualified in its entirety by the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 9.01 Exhibits.
(d) Exhibits
|
Exhibit Number |
Title |
|
| 10.1 | Amendment to Registration Rights Agreement dated as of October 26, 2021 by and among Hertz Global Holdings, Inc. and the stockholders signatory thereto. | |
| 104.1 | 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.
(each, a Registrant) |
||
| By: | /s/ M. David Galainena | |
| Name: | M. David Galainena | |
| Title: | Executive Vice President, General Counsel and Secretary | |
Date: October 27, 2021
Exhibit 10.1
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made and entered into as of October 26, 2021 by and among Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Exhibit A hereto (the “Holders”).
RECITALS
WHEREAS, the Company and certain of its stockholders are parties to the Registration Rights Agreement, dated June 30, 2021 (the “Agreement”);
WHEREAS, the Holders hold the requisite number of shares as set forth on Exhibit A hereto necessary to amend the Agreement pursuant to Section 7.11 thereof; and
WHEREAS, the Company and the Holders desire to amend the Agreement on the terms, and subject to the conditions, set forth herein.
AGREEMENT
NOW THEREFORE, the Agreement is hereby amended as follows:
1. Amendments. Section 2.1(a) is amended to remove the phrase “after the Company’s Initial Public Offering”.
2. Interpretation and Reference. Unless defined hereunder, capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
3. Limitation. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Agreement or any other document.
4. Governing Law; Jurisdiction; Waiver of Jury Trial. This Amendment shall be subject to Section 7.2 of the Agreement.
5. Notices. Any and all notices, requests, consents and other communications hereunder and under the Agreement shall be sent in accordance with the Agreement.
6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Remainder of the page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date first written above.
| HERTZ GLOBAL HOLDINGS, INC. | ||
| By: | /s/ M. David Galainena | |
| Name: | M. David Galainena | |
| Title: | Executive Vice President, General Counsel & Secretary | |
| CK AMARILLO LP | ||
| By: | CK Amarillo GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Tom LaMacchia | |
| Name: | Tom LaMacchia | |
| Its: | Authorized Signatory | |
| By: | /s/ Laura L. Torrado | |
| Name: | Laura L. Torrado | |
| Its: | Authorized Signatory | |
Exhibit A
| Holder | Number of Registrable Securities | |
| CK Amarillo, LP | 196,673,104 shares of common stock |