|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
7510
(Primary Standard Industrial Classification Code Number) |
| |
61-1770902
(I.R.S. Employer Identification No.) |
|
|
Gregory Pryor
Colin Diamond Andrew J. Ericksen David M. Johansen White & Case LLP 1221 Avenue of the Americas New York, New York 10020 + 1 (212) 819-8200 |
| |
Roxane F. Reardon
John C. Ericson John G. O’Connell Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 +1 (212) 455-2000 |
|
|
Large accelerated filer ☐
|
| |
Accelerated filer ☒
|
| |
Non-accelerated filer ☐
|
| |
Smaller reporting company ☐
|
| |
Emerging growth company ☐
|
|
| | ||||||||||||||||||||||||||||
Title of Each Class of Securities
to be Registered(1) |
| | |
Amount To Be
Registered(2) |
| | |
Proposed Maximum
Offering Price Per Share(3) |
| | |
Proposed Maximum
Aggregate Offering Price(3) |
| | |
Amount of
Registration Fee(4) |
| ||||||||||||
Common stock, par value $0.01 per share
|
| | | | | 42,665,000 | | | | | | $ | 29.00 | | | | | | $ | 1,237,285,000 | | | | | | $ | 114,696.32 | | |
| | |
Per Share
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | | | | | $ | | | ||
Underwriting discount(1)
|
| | | $ | | | | | $ | | | ||
Proceeds, before expenses, to selling stockholders(2)
|
| | | $ | | | | | $ | | | |
|
Goldman Sachs & Co. LLC
|
| |
J.P. Morgan
|
| |
Morgan Stanley
|
|
| Barclays | | | | | |
Deutsche Bank Securities
|
|
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 5 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 23 | | | |
| | | | | 25 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 46 | | | |
| | | | | 50 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | | | 52 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions, except per share data)
|
| |||||||||||||||||||||||||||
Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | 5,387 | | | | | $ | 4,023 | | | | | $ | 5,258 | | | | | $ | 9,779 | | | | | $ | 9,504 | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct vehicle and operating
|
| | | | 2,855 | | | | | | 2,624 | | | | | | 3,627 | | | | | | 5,486 | | | | | | 5,355 | | |
Depreciation of revenue earning vehicles and
lease charges |
| | | | 420 | | | | | | 1,632 | | | | | | 2,032 | | | | | | 2,565 | | | | | | 2,690 | | |
Non-vehicle depreciation and amortization(a)
|
| | | | 153 | | | | | | 168 | | | | | | — | | | | | | — | | | | | | — | | |
Selling, general and administrative
|
| | | | 498 | | | | | | 506 | | | | | | 664 | | | | | | 969 | | | | | | 1,017 | | |
Interest expense, net:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vehicle
|
| | | | 243 | | | | | | 360 | | | | | | 455 | | | | | | 494 | | | | | | 448 | | |
Non-vehicle (excludes contractual interest
of $75 million for the nine months ended September 30, 2020 and $129 million for the year ended December 31, 2020) |
| | | | 157 | | | | | | 118 | | | | | | 153 | | | | | | 311 | | | | | | 291 | | |
Total interest expense, net
|
| | | | 400 | | | | | | 478 | | | | | | 608 | | | | | | 805 | | | | | | 739 | | |
Technology-related intangible and other asset
impairments |
| | | | — | | | | | | 193 | | | | | | 213 | | | | | | — | | | | | | — | | |
Other (income) expense, net
|
| | | | (20) | | | | | | (15) | | | | | | (9) | | | | | | (59) | | | | | | (40) | | |
Reorganization items, net
|
| | | | 677 | | | | | | 101 | | | | | | 175 | | | | | | — | | | | | | — | | |
(Gain) from the sale of a business
|
| | | | (400) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of Public Warrants
|
| | | | (16) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total expenses
|
| | | | 4,567 | | | | | | 5,687 | | | | | | 7,310 | | | | | | 9,766 | | | | | | 9,761 | | |
Income (loss) before income taxes
|
| | | | 820 | | | | | | (1,664) | | | | | | (2,052) | | | | | | 13 | | | | | | (257) | | |
Income tax (provision) benefit
|
| | | | (193) | | | | | | 232 | | | | | | 329 | | | | | | (63) | | | | | | 30 | | |
Net income (loss)
|
| | | | 627 | | | | | | (1,432) | | | | | | (1,723) | | | | | | (50) | | | | | | (227) | | |
Net (income) loss attributable to noncontrolling
interests |
| | | | (1) | | | | | | 7 | | | | | | 9 | | | | | | (8) | | | | | | 2 | | |
Net income (loss) attributable to Hertz Global
|
| | | | 626 | | | | | | (1,425) | | | | | | (1,714) | | | | | | (58) | | | | | | (225) | | |
Dividends on Series A Preferred Stock
|
| | | | (34) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss) available to Hertz Global common stockholders
|
| | | $ | 592 | | | | | $ | (1,425) | | | | | $ | (1,714) | | | | | $ | (58) | | | | | $ | (225) | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions, except per share data)
|
| |||||||||||||||||||||||||||
Weighted-average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 264 | | | | | | 148 | | | | | | 150 | | | | | | 117 | | | | | | 96 | | |
Diluted
|
| | | | 270 | | | | | | 148 | | | | | | 150 | | | | | | 117 | | | | | | 96 | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings (loss) per share
|
| | | $ | 2.25 | | | | | $ | (9.65) | | | | | $ | (11.44) | | | | | $ | (0.49) | | | | | $ | (2.35) | | |
Diluted earnings (loss) per share
|
| | | $ | 2.14 | | | | | $ | (9.65) | | | | | $ | (11.44) | | | | | $ | (0.49) | | | | | $ | (2.35) | | |
| | |
As of
September 30, 2021 |
| |
As of December 31,
|
| ||||||||||||
| | |
2020
|
| |
2019
|
| ||||||||||||
| | |
(in millions)
|
| |||||||||||||||
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,703 | | | | | $ | 1,096 | | | | | $ | 865 | | |
Revenue earning vehicles, net
|
| | | | 8,563 | | | | | | 6,062 | | | | | | 13,789 | | |
Total assets
|
| | | | 19,593 | | | | | | 16,908 | | | | | | 24,627 | | |
Total debt
|
| | | | 8,718 | | | | | | 6,267 | | | | | | 17,089 | | |
Total stockholders’ equity attributable to Hertz Global
|
| | | | 4,206 | | | | | | 56 | | | | | | 1,769 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Other Financial and Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Corporate EBITDA (millions)(1)
|
| | | $ | 1,502 | | | | | $ | (855) | | | | | $ | (995) | | | | | $ | 649 | | | | | $ | 433 | | |
Transaction Days (thousands)(2)
|
| | | | 88,023 | | | | | | 81,813 | | | | | | 107,299 | | | | | | 205,998 | | | | | | 199,880 | | |
Total RPD(3)
|
| | | $ | 59.75 | | | | | $ | 43.98 | | | | | $ | 43.09 | | | | | $ | 44.26 | | | | | $ | 43.32 | | |
Total RPU(4)
|
| | | $ | 1,389 | | | | | $ | 674 | | | | | $ | 713 | | | | | $ | 1,062 | | | | | $ | 1,050 | | |
Depreciation per Unit per Month(5)
|
| | | $ | 111 | | | | | $ | 244 | | | | | $ | 246 | | | | | $ | 244 | | | | | $ | 255 | | |
Vehicle Utilization(6)
|
| | | | 77% | | | | | | 50% | | | | | | 54% | | | | | | 79% | | | | | | 80% | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions)
|
| |||||||||||||||||||||||||||
Net income (loss) attributable to Hertz Global
|
| | | $ | 626 | | | | | $ | (1,425) | | | | | $ | (1,714) | | | | | $ | (58) | | | | | $ | (225) | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax provision (benefit)
|
| | | | 193 | | | | | | (232) | | | | | | (329) | | | | | | 63 | | | | | | (30) | | |
Non-vehicle depreciation and amortization
|
| | | | 153 | | | | | | 168 | | | | | | 225 | | | | | | 203 | | | | | | 218 | | |
Non-vehicle debt interest, net(a)
|
| | | | 157 | | | | | | 118 | | | | | | 153 | | | | | | 311 | | | | | | 291 | | |
Vehicle debt-related charges(b)
|
| | | | 62 | | | | | | 37 | | | | | | 50 | | | | | | 38 | | | | | | 36 | | |
Loss on extinguishment of vehicle debt(c)
|
| | | | — | | | | | | — | | | | | | 5 | | | | | | — | | | | | | 22 | | |
Restructuring and restructuring related charges(d)
|
| | | | 72 | | | | | | 54 | | | | | | 64 | | | | | | 14 | | | | | | 32 | | |
Technology-related intangible and other asset impairments(e)
|
| | | | — | | | | | | 193 | | | | | | 213 | | | | | | — | | | | | | — | | |
Information technology and finance transformation costs(f)
|
| | | | 13 | | | | | | 34 | | | | | | 42 | | | | | | 114 | | | | | | 98 | | |
Reorganization items, net(g)
|
| | | | 677 | | | | | | 101 | | | | | | 175 | | | | | | — | | | | | | — | | |
Pre-reorganization and non-debtor financing charges(h)
|
| | | | 41 | | | | | | 89 | | | | | | 109 | | | | | | — | | | | | | — | | |
Gain from the Donlen Sale(i)
|
| | | | (400) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of Public Warrants(j)
|
| | | | (16) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other items(k)
|
| | | | (76) | | | | | | 8 | | | | | | 12 | | | | | | (36) | | | | | | (9) | | |
Adjusted Corporate EBITDA
|
| | | $ | 1,502 | | | | | $ | (855) | | | | | $ | (995) | | | | | $ | 649 | | | | | $ | 433 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions, except where noted)
|
| |||||||||||||||||||||||||||
Total RPD: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | $ | 5,251 | | | | | $ | 3,535 | | | | | $ | 4,628 | | | | | $ | 9,107 | | | | | $ | 8,756 | | |
Foreign currency adjustment(a)
|
| | | | 9 | | | | | | 62 | | | | | | (5) | | | | | | 11 | | | | | | (97) | | |
Total Revenues – adjusted for foreign currency
|
| | | $ | 5,260 | | | | | $ | 3,597 | | | | | $ | 4,623 | | | | | $ | 9,118 | | | | | $ | 8,659 | | |
Transaction Days (in thousands)
|
| | | | 88,023 | | | | | | 81,813 | | | | | | 107,299 | | | | | | 205,998 | | | | | | 199,880 | | |
Total RPD (in whole dollars)
|
| | | $ | 59.75 | | | | | $ | 43.98 | | | | | $ | 43.09 | | | | | $ | 44.26 | | | | | $ | 43.32 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions, except where noted)
|
| |||||||||||||||||||||||||||
Total Revenue Per Unit Per Month: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Revenues – adjusted for foreign currency(a)(b)
|
| | | $ | 5,260 | | | | | $ | 3,597 | | | | | $ | 4,623 | | | | | $ | 9,118 | | | | | $ | 8,659 | | |
Average Vehicles (in whole units)
|
| | | | 420,753 | | | | | | 593,145 | | | | | | 540,340 | | | | | | 715,602 | | | | | | 687,300 | | |
Total revenue per unit (in whole dollars)
|
| | | $ | 12,501 | | | | | $ | 6,064 | | | | | $ | 8,556 | | | | | $ | 12,742 | | | | | $ | 12,599 | | |
Number of months in period (in whole units)
|
| | | | 9 | | | | | | 9 | | | | | | 12 | | | | | | 12 | | | | | | 12 | | |
Total RPU Per Month (in whole dollars)
|
| | | $ | 1,389 | | | | | $ | 674 | | | | | $ | 713 | | | | | $ | 1,062 | | | | | $ | 1,050 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(in millions, except where noted)
|
| |||||||||||||||||||||||||||
Depreciation Per Unit Per Month: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation of revenue earning vehicles and lease charges
|
| | | $ | 420 | | | | | $ | 1,280 | | | | | $ | 1,597 | | | | | $ | 2,096 | | | | | $ | 2,126 | | |
Foreign currency adjustment(a)
|
| | | | 2 | | | | | | 21 | | | | | | 1 | | | | | | — | | | | | | (19) | | |
Adjusted depreciation of revenue earning vehicles and lease charges
|
| | | $ | 422 | | | | | $ | 1,301 | | | | | $ | 1,598 | | | | | $ | 2,096 | | | | | $ | 2,107 | | |
Average Vehicles (in whole units)
|
| | | | 420,753 | | | | | | 593,145 | | | | | | 540,340 | | | | | | 715,602 | | | | | | 687,300 | | |
Depreciation of revenue earning vehicles and lease charges divided by Average Vehicles (in whole dollars)
|
| | | $ | 1,003 | | | | | $ | 2,193 | | | | | $ | 2,957 | | | | | $ | 2,929 | | | | | $ | 3,066 | | |
Number of months in period (in whole units)
|
| | | | 9 | | | | | | 9 | | | | | | 12 | | | | | | 12 | | | | | | 12 | | |
Depreciation Per Unit Per Month (in whole
dollars) |
| | | $ | 111 | | | | | $ | 244 | | | | | $ | 246 | | | | | $ | 244 | | | | | $ | 255 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Vehicle Utilization: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Transaction Days (in thousands)
|
| | | | 88,023 | | | | | | 81,813 | | | | | | 107,299 | | | | | | 205,998 | | | | | | 199,880 | | |
Average Vehicles (in whole units)
|
| | | | 420,753 | | | | | | 593,145 | | | | | | 540,340 | | | | | | 715,602 | | | | | | 687,300 | | |
Number of days in period (in whole units)
|
| | | | 273 | | | | | | 274 | | | | | | 366 | | | | | | 365 | | | | | | 365 | | |
Available Car Days (in thousands)
|
| | | | 114,866 | | | | | | 162,522 | | | | | | 197,764 | | | | | | 261,195 | | | | | | 250,865 | | |
Vehicle Utilization
|
| | | | 77% | | | | | | 50% | | | | | | 54% | | | | | | 79% | | | | | | 80% | | |
| | |
As of
September 30, 2021 |
| |||
| | |
(in millions, except
per share data) |
| |||
Cash and cash equivalents(1)
|
| | | $ | 2,703 | | |
Debt: | | | | | | | |
Vehicle Debt(2)
|
| | | $ | 7,241 | | |
Unamortized Debt Issuance Costs and Net (Discount) Premium
|
| | | | (34) | | |
Total Vehicle Debt
|
| | | | 7,207 | | |
Non-Vehicle Debt: | | | | | | | |
Term B Loan(3)
|
| | | | 1,297 | | |
Term C Loan(3)
|
| | | | 245 | | |
Revolving Loan Facility(3)(4)
|
| | | | — | | |
Unamortized Debt Issuance Costs and Net (Discount) Premium
|
| | | | (45) | | |
Other Non-Vehicle Debt
|
| | | | 14 | | |
Total Non-Vehicle Debt
|
| | | | 1,511 | | |
Total Debt
|
| | | | 8,718 | | |
Public Warrants(5)
|
| | | | 783 | | |
Mezzanine Equity: | | | | | | | |
Series A preferred stock (par value $0.01 per share; 1,500,000 shares issued and outstanding)(6)
|
| | | | 1,433 | | |
Stockholders’ Equity: | | | | | | | |
Preferred Stock (par value $0.01 per share; 100,000,000 shares authorized; no shares issued and outstanding)
|
| | | | — | | |
Common stock (par value $0.01 per share; 1,000,000,000 shares authorized; 471,528,459 shares issued and outstanding)(7)
|
| | | | 5 | | |
Additional paid-in-capital
|
| | | | 6,482 | | |
Accumulated deficit
|
| | | | (2,055) | | |
Accumulated other comprehensive loss
|
| | | | (226) | | |
Stockholders’ equity attributable to Hertz Global(5)
|
| | | | 4,206 | | |
Noncontrolling interests
|
| | | | 12 | | |
Total stockholders’ equity
|
| | | | 4,218 | | |
Total capitalization
|
| | | $ | 15,152 | | |
| | |
Shares
Beneficially Owned(1) |
| |||||||||
Name
|
| |
Number
|
| |
Percent
|
| ||||||
5% Stockholders | | | | | | | | | | | | | |
CK Amarillo LP(2)
|
| | | | 196,673,104 | | | | | | 41.5% | | |
Executive Officers and Directors | | | | | | | | | | | | | |
M. Gregory O’Hara
|
| | | | — | | | | | | — | | |
Thomas Wagner
|
| | | | — | | | | | | — | | |
Christopher Lahoud
|
| | | | — | | | | | | — | | |
Colin Farmer
|
| | | | — | | | | | | — | | |
Jennifer Feikin
|
| | | | — | | | | | | — | | |
Mark Fields
|
| | | | — | | | | | | — | | |
Vincent Intrieri(3)
|
| | | | 42,367 | | | | | | * | | |
Evelina Vougessis Machas
|
| | | | — | | | | | | — | | |
Andrew Shannahan
|
| | | | — | | | | | | — | | |
Paul Stone(3)
|
| | | | 4,012 | | | | | | * | | |
Kenny Cheung
|
| | | | — | | | | | | — | | |
Angela I. Brav
|
| | | | — | | | | | | — | | |
M. David Galainena
|
| | | | — | | | | | | — | | |
All executive officers and directors as a group (19 persons)(3)
|
| | | | 49,032 | | | | | | * | | |
| | |
Shares
|
| |
%
|
| ||||||||||||||||||||||||||||||
| | |
Beneficially
Owned Before Offering |
| |
To be Sold in
Offering |
| |
Maximum
Number to be Sold Upon Exercise of the Underwriters’ Option |
| |
Beneficially
Owned Before Offering |
| |
Beneficially
Owned After Offering |
| |
Beneficially
Owned After Offering Assuming Exercise in Full of the Underwriters’ Option |
| ||||||||||||||||||
CK Amarillo, LP(1)
|
| | | | 196,673,104 | | | | | | 14,949,568 | | | | | | 5,565,000 | | | | | | 41.5% | | | | | | 38.4% | | | | | | 37.2% | | |
Cougar Capital(2)
|
| | | | 110,000 | | | | | | 73,390 | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Diameter Capital(3)
|
| | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Eaton Vance(4)
|
| | | | 3,034,104 | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Fortress(5) | | | | | 12,380,406 | | | | | | 5,137,308 | | | | | | — | | | | | | 2.6% | | | | | | 1.5% | | | | | | 1.5% | | |
HBK(6) | | | | | 4,867,000 | | | | | | — | | | | | | — | | | | | | 1.0% | | | | | | 1.0% | | | | | | 1.0% | | |
HG Vora(7)
|
| | | | 14,000,000 | | | | | | 10,274,617 | | | | | | — | | | | | | 3.0% | | | | | | * | | | | | | * | | |
Kingstreet(8) | | | | | 11,199,384 | | | | | | — | | | | | | — | | | | | | 2.4% | | | | | | 2.4% | | | | | | 2.4% | | |
Livello Capital(9)
|
| | | | 319,481 | | | | | | — | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Oaktree(10) | | | | | 17,692,340 | | | | | | 2,335,100 | | | | | | — | | | | | | 3.7% | | | | | | 3.2% | | | | | | 3.2% | | |
Paloma(11) | | | | | 1,600,000 | | | | | | 660,511 | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Sachem Head(12)
|
| | | | 8,210,268 | | | | | | 3,669,506 | | | | | | — | | | | | | 1.7% | | | | | | 1.0% | | | | | | 1.0% | | |
Name
|
| |
Number of Shares
|
| |||
Goldman Sachs & Co. LLC
|
| | | | | | |
J.P. Morgan Securities LLC
|
| | | | | | |
Morgan Stanley & Co. LLC
|
| | | | | | |
Barclays Capital Inc.
|
| | | | | | |
Deutsche Bank Securities Inc.
|
| | | | | | |
Guggenheim Securities, LLC
|
| | | | | | |
Total
|
| | | | 37,100,000 | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Share
|
| | | $ | | | | | | $ | | | |
Total
|
| | | $ | | | | | | $ | | | |
|
SEC registration fee
|
| | | $ | 114,696 | | |
|
FINRA filing fee
|
| | | | 186,093 | | |
|
Accounting fees and expenses
|
| | | | 395,000 | | |
|
Transfer agent fees and expenses
|
| | | | 25,000 | | |
|
Legal fees and expenses
|
| | | | 950,000 | | |
|
Printing fees and expenses
|
| | | | 50,000 | | |
|
Advisory fees
|
| | | | 3,000,000 | | |
|
Miscellaneous fees and expenses
|
| | | | 100,000 | | |
| Total | | | | $ | 4,820,789 | | |
|
Exhibit No.
|
| |
Description
|
|
| 10.34.2 | | | Offer Letter, dated August 14, 2020, between R. Eric Esper and The Hertz Corporation (incorporated by reference to Exhibit 10.33.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on February 26, 2021). | |
| 10.35 | | | Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. filed on November 2, 2021 (File No. 001-37665; 001-07541)). | |
| 21.1* | | | | |
| 23.1* | | | | |
| 23.2* | | | | |
| 23.3* | | | | |
| 24.1 | | | | |
| 24.2* | | | |
|
Signature/Name
|
| |
Position
|
| |
Date
|
|
|
*
Mark Fields
|
| |
Interim Chief Executive Officer and Director
(Principal Executive Officer) |
| |
November 3, 2021
|
|
|
/s/ Kenny Cheung
Kenny Cheung
|
| |
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
| |
November 3, 2021
|
|
|
*
Alexandra Brooks
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
November 3, 2021
|
|
|
*
M. Gregory O’Hara
|
| |
Chairperson
|
| |
November 3, 2021
|
|
|
*
Thomas Wagner
|
| |
Vice-Chairperson
|
| |
November 3, 2021
|
|
Exhibit 5.1
November 3, 2021
Hertz Global Holdings, Inc.
8501 Williams Road
Estero, Florida 33928
Ladies and Gentlemen:
We have acted as New York counsel to Hertz Global Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (File No. 333-260290) (as amended, the “Registration Statement”) and the related prospectus relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the offer and sale by certain selling stockholders of the Company named in the Registration Statement (the “Selling Stockholders”) of up to 42,665,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or any prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issue of the Common Stock.
In connection with our opinion expressed below, we have examined originals or copies certified to our satisfaction of the following documents and such other documents, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a) | the Registration Statement; |
(b) | a copy of the Second Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc. (the “Charter”), certified by the Secretary of the Company; and |
(c) | a copy of the Second Amended and Restated Bylaws of Hertz Global Holdings, Inc., certified by the Secretary of the Company. |
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.
Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that:
1. | The Shares have been validly issued, and are fully-paid and non-assessable. |
The opinion expressed above is limited to questions arising under the General Corporation Law of the State of Delaware. We do not express any opinion as to the laws of any other jurisdiction.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is provided solely in connection with the distribution of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm as counsel for the Company that has passed on the validity of the Common Stock appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement or any prospectus filed pursuant to Rule 424(b) with respect thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ White & Case LLP |
JYC/CD/AE/AB/FHA/JPC/BM
Exhibit 21.1
Hertz Global Holdings, Inc.
The Hertz Corporation
List of Subsidiaries
Legal Entity |
State or Jurisdiction
of Incorporation |
Doing Business As |
Hertz Global Holdings, Inc. | Delaware | |
Rental Car Intermediate Holdings, LLC | Delaware | |
The Hertz Corporation | Delaware | Firefly, Hertz Car Sales, Hertz Rent-A-Car, Thrifty, Dollar Rent A Car, Thrifty Car Rental |
U.S. and Countries Outside Europe
|
||
United States | ||
Thrifty Insurance Agency, Inc. | Arkansas | |
Dollar Thrifty Automotive Group, Inc. | Delaware | |
Executive Ventures, Ltd. | Delaware | |
Firefly Rent A Car LLC | Delaware | Firefly |
Hertz Aircraft, LLC | Delaware | |
Hertz Canada Vehicles Partnership | Delaware | |
Hertz Car Exchange, Inc. | Delaware | |
Hertz Car Sales LLC | Delaware | Hertz Car Sales |
Hertz Dealership One LLC | Delaware | |
Hertz Funding Corp. | Delaware | |
Hertz General Interest LLC | Delaware | |
Hertz Global Services Corporation | Delaware | |
Hertz International, Ltd. | Delaware | |
Hertz Investments, Ltd. | Delaware | |
Hertz Local Edition Corp. | Delaware | |
Hertz Local Edition Transporting, Inc. | Delaware | |
Hertz NL Holdings, Inc. | Delaware | |
Hertz System, Inc. | Delaware | |
Hertz Technologies, Inc. | Delaware | |
Hertz Transporting, Inc. | Delaware | |
Hertz Vehicle Financing II LP | Delaware | |
Hertz Vehicle Financing III LLC | Delaware | |
Hertz Vehicle Financing LLC | Delaware | |
Hertz Vehicle Interim Financing LLC | Delaware | |
Hertz Vehicle Sales Corporation | Delaware | |
Hertz Vehicles LLC | Delaware |
HIL2 LLC | Delaware | |
HVF II GP Corp. | Delaware | |
Navigation Solutions, L.L.C. | Delaware | |
Rental Car Group Company, LLC | Delaware | |
SellerCo FSHCO Company | Delaware | |
Smartz Vehicle Rental Corporation | Delaware | |
Hertz Corporate Center Property Owners' Association, Inc. | Florida | |
SellerCo Corporation | Illinois | |
SellerCo Mobility Solutions, Inc. | Illinois | |
Dollar Rent A Car, Inc. | Oklahoma | |
DTG Operations, Inc. | Oklahoma |
Dollar Airport Parking
Dollar Rent A Car
Firefly
Quik Stop
Thrifty Airport Parking
Thrifty Airport Valet Parking
Thrifty Car Rental
Thrifty Car Sales Outlet
Thrifty Parking
Thrifty Truck Rental |
DTG Supply, LLC | Oklahoma | |
Rental Car Finance LLC | Oklahoma | |
Thrifty Car Sales, Inc. | Oklahoma | |
Thrifty Rent-A-Car System, LLC | Oklahoma | |
Thrifty, LLC | Oklahoma | |
TRAC Asia Pacific, Inc. | Oklahoma | |
Australia | ||
Ace Tourist Rentals (Aus) Pty Limited | Australia | |
Hertz Note Issuer Pty Limited | Australia | |
HA Fleet Pty Ltd. | Australia | |
HA Lease Pty. Ltd. | Australia | |
Hertz Asia Pacific Pty. Ltd. | Australia | |
Hertz Australia Pty. Limited | Australia | |
Hertz Investment (Holdings) Pty. Limited | Australia | |
Hertz Superannuation Pty. Ltd. | Australia | |
Bermuda | ||
HIRE (Bermuda) Limited | Bermuda | |
Brazil | ||
Hertz Do Brasil Ltda. | Brazil | |
Canada | ||
3216173 Nova Scotia Company | Nova Scotia | |
CMGC Canada Acquisition ULC | Nova Scotia |
DTG Canada Corp. | Nova Scotia | |
Hertz Canada (N.S.) Company | Nova Scotia | |
2232560 Ontario Inc. | Ontario | |
2240919 Ontario Inc. | Ontario | |
Dollar Thrifty Automotive Group Canada Inc. | Ontario | |
DTGC Car Rental L.P. | Ontario | |
HC Limited Partnership | Ontario | |
HCE Limited Partnership | Ontario | |
Hertz Canada Finance Co., Ltd. (In Quebec-Financement Hertz Canada Ltee.) | Ontario | |
Hertz Canada Limited | Ontario |
Dollar
Firefly
Hertz 24/7
Thrifty
|
TCL Funding Limited Partnership | Ontario | |
SellerCo Fleet Leasing, Ltd. | Quebec | |
China | ||
Hertz Car Rental Consulting (Shanghai) Co. Ltd. |
People's
Republic of China |
|
Japan | ||
Hertz Asia Pacific (Japan), Ltd. | Japan | |
New Zealand | ||
Hertz New Zealand Holdings Limited | New Zealand | |
Hertz New Zealand Limited | New Zealand | |
Tourism Enterprises Ltd | New Zealand | |
Puerto Rico | ||
Hertz Puerto Rico Holdings Inc. | Puerto Rico | |
Puerto Ricancars, Inc. | Puerto Rico | |
Singapore | ||
Hertz Asia Pacific Pte. Ltd. | Singapore | |
South Korea | ||
Hertz Asia Pacific Korea Ltd | South Korea | |
EUROPE | ||
Belgium | ||
Hertz Belgium b.v.b.a. | Belgium | |
Hertz Claim Management bvba | Belgium | |
Czech Republic | ||
Hertz Autopujcovna s.r.o. | Czech Republic | |
France | ||
EILEO SAS | France | |
Hertz Claim Management SAS | France | |
Hertz France S.A.S. | France |
RAC Finance, SAS | France | |
Germany | ||
Hertz Autovermietung GmbH | Germany | |
Hertz Claim Management GmbH | Germany | |
Ireland | ||
Apex Processing Limited | Ireland | |
Dan Ryan Car Rentals Limited | Ireland | |
Hertz Europe Service Centre Limited | Ireland | |
Hertz Finance Centre Limited | Ireland | |
HERTZ FLEET LIMITED | Ireland | |
Hertz International RE Limited | Ireland | |
Hertz International Treasury Limited | Ireland | |
Probus Insurance Company Europe DAC | Ireland | |
Italy | ||
Hertz Claim Management S.r.l. | Italy | |
Hertz Fleet (Italiana) SrL | Italy | |
Hertz Italiana Srl | Italy | |
Luxembourg | ||
HERTZ LUXEMBOURG, S.A.R.L. | Luxembourg | |
Monaco | ||
Hertz Monaco, S.A.M. | Monaco | |
The Netherlands | ||
Hertz Automobielen Nederland B.V. | Netherlands | |
Hertz Claim Management B.V. | Netherlands | |
Hertz Holdings Netherlands B.V. | Netherlands | |
International Fleet Financing No. 2 B.V. | Netherlands | |
Stuurgroep Fleet (Netherlands) B.V. | Netherlands | |
Stuurgroep Holland B.V. | Netherlands | |
Van Wijk Beheer B.V. | Netherlands | |
Van Wijk European Car Rental Service B.V. | Netherlands | |
Slovakia | ||
Hertz Autopozicovna s.r.o. | Slovakia | |
Spain | ||
Hertz Claim Management SL | Spain | |
Hertz de Espana, S.L. | Spain | |
Switzerland | ||
Hertz Management Services Sarl | Switzerland | |
United Kingdom | ||
Daimler Hire Limited | United Kingdom | |
Hertz (U.K.) Limited | United Kingdom | |
Hertz Accident Support Ltd. | United Kingdom | |
Hertz Claim Management Limited | United Kingdom | |
Hertz Europe Limited | United Kingdom | |
Hertz Holdings III UK Limited | United Kingdom | |
Hertz UK Receivables Limited | United Kingdom | |
Hertz Vehicle Financing U.K. Limited | United Kingdom |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-260290) and related Prospectus of Hertz Global Holdings, Inc. for the registration of shares of its common stock and to the incorporation by reference therein of our report dated February 26, 2021, except for Note 18, as to which the date is October 15, 2021, with respect to the consolidated financial statements of Hertz Global Holdings, Inc. included in its Current Report on Form 8-K dated October 15, 2021, and our report dated February 26, 2021, with respect to the effectiveness of internal control over financial reporting of Hertz Global Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
Tampa, Florida
November 3, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Hertz Global Holdings, Inc. of our report dated February 25, 2019, except for the effects of the rights offering discussed in Note 17 and the changes to segment profitability metric information disclosed in Note 18, as to which the date is February 25, 2020, and the change in the composition of reportable segments disclosed in Note 7 and Note 18, as to which the date is October 15, 2021, relating to the financial statements and financial statement schedules, which appear in Hertz Global Holdings, Inc.'s Current Report on Form 8-K dated October 15, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
Fort Lauderdale, Florida
November 3, 2021
1
Exhibit 24.2
POWER OF ATTORNEY
November 3, 2021
The undersigned director of Hertz Global Holdings, Inc. hereby appoints each of Kenny Cheung and M. David Galainena, as attorney-in-fact for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments (including post-effective amendments) and exhibits to this Registration Statement on Form S-1 (File No. 333-260290) (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
In witness whereof, the undersigned has executed this power of attorney as of the date first written above.
/s/ Evelina Vougessis Machas |
|
Evelina Vougessis Machas |