ITEM 7.01 REGULATION FD DISCLOSURE
As previously disclosed, on May 22, 2020, Hertz Global Holdings, Inc. (the
"Company"), The Hertz Corporation and certain of their direct and indirect
subsidiaries in the United States and Canada (collectively, the "Debtors") filed
voluntary petitions for relief under 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 (the "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.
The Company is currently in settlement discussions with, inter alia, certain
institutions that are, directly or indirectly, beneficial holders of medium-
term notes ("MTN Holders") issued by the Debtors' non-Debtor vehicle finance
subsidiary to extend and modify the terms of the settlement set forth in
the Order Temporarily Resolving Certain Matters Related to the Master Lease
Agreement, Setting a Schedule for Further Litigation Related Thereto in 2021 and
Adjourning Hearing on The Debtors' Motion for Order Rejecting Certain Unexpired
Vehicle Leases Effective Nunc Pro Tunc to June 11, 2020 Pursuant to Sections 105
and 365(a) of the Bankruptcy Code Sine Die [Docket No. 805] entered by the court
on July 24, 2020. To facilitate the settlement discussions, certain of the
Debtors entered into confidentiality agreements with certain of the MTN Holders,
requiring the Company to publicly disclose certain information provided to those
MTN Holders (the "Cleansing Material") upon the occurrence of certain events.
The Company is furnishing the Cleansing Material as Exhibit 99.1 hereto.
The Cleansing Materials are based solely on information available to the Company
as of the date such materials were provided to the MTN Holders. The economic
environment in which the Company and its subsidiaries are operating has been
subject to rapid and dramatic changes as a result of the COVID-19 pandemic and
there is an even higher degree of uncertainty surrounding forecasts than would
be the case in a normal operating environment. Therefore, it is possible that
actual performance and results will differ from the forecasts contained in the
Cleansing Materials and such differences may be material. Any financial
projections or forecasts included in the Cleansing Materials were not prepared
with a view toward public disclosure or compliance with the published guidelines
of the U.S. Securities and Exchange Commission. The Cleansing Materials do not
purport to present the Company's financial condition in accordance with
accounting principles generally accepted in the United States. The Company's
independent accountants have not examined, compiled or otherwise applied
procedures to the Cleansing Materials and, accordingly, do not express an
opinion or any other form of assurance with respect to the Cleansing Materials
or any projections contained therein. The inclusion of the Cleansing Materials
herein should not be regarded as an indication that the Company or its
representatives consider the forecasts or projections contained therein to be a
reliable prediction of future events, and such forecasts and projections should
not be relied upon as such.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and shall not be incorporated by
reference into any filings under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such
filing.
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 our liquidity and potential financing
sources; the bankruptcy process; our ability to obtain approval from the
Bankruptcy Court with respect to motions or other requests made to the
Bankruptcy Court throughout the course of the Chapter 11 Cases; risks arising
from the delisting of trading of our common stock on the New York Stock
Exchange; the effects of Chapter 11 on the interests of various constituents;
and the ability to negotiate, develop, confirm and consummate a plan of
reorganization. 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, 2019, as filed with the Securities and Exchange
Commission on February 25, 2020, 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 their date, and we undertake no obligation to update this information.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
99.1 Cleansing materials
101.1 Pursuant to Rule 406 of Regulation S-T, the cover page to this Current
Report on Form 8-K is formatted in Inline XBRL
104.1 Cover Page Interactive Data File (Embedded within the Inline XBRL
document)
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