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): December 2, 2022
HERTZ GLOBAL HOLDINGS, INC.
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(I.R.S. Employer Identification No.)|
|8501 Williams Road|
|(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||Trading Symbol(s)||Name of Each Exchange on which Registered|
|Hertz Global Holdings, Inc.||Common Stock per value $0.01 per share ||HTZ||Nasdaq Global Select Market|
|Warrants to purchase Common Stock||HTZWW||Nasdaq Global Select Market|
|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 7.01 Regulation FD Disclosure.
On December 5, 2022, Hertz Global Holdings, Inc. (“Hertz”) issued the press release furnished hereto as Exhibit 99.1, which is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by Hertz with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01 Other Events.
On December 2, 2022, The Hertz Corporation, on behalf of itself and its affiliates (collectively, the “Company”), entered into agreements with 364 individuals (the “Claimants”) to settle their outstanding claims (the “Claims”) against the Company regarding the filing of allegedly erroneous vehicle theft reports (the “Settlements”). The aggregate amount the Company will pay under the Settlements is approximately $168 million. The Company will make the payments during its fourth quarter of 2022. The Settlements and related payments are not expected to have a material impact on the Company’s capital allocation plans for the balance of 2022 or 2023.
The Company believes that a meaningful portion of the amount being paid for the Settlements will ultimately be recovered from its insurance carriers. In May 2022, the Company filed a complaint against several of its insurers seeking a determination that certain of its commercial general liability and directors' and officers’ liability insurance policies provide coverage for the Claims; that litigation is currently pending.
The Company has policies to help ensure the proper treatment of its customers and to protect itself against the theft of its services and assets. It has taken significant steps to modernize and update those policies.
Cautionary Note Regarding Forward-Looking Statements.
This report contains "forward-looking statements" within the meaning of the federal securities laws. Words such as "will," "expect," "believe," "seeking," "pending," and similar expressions identify forward-looking statements, which include but are not limited to statements related to the timing and impact on Hertz of the Settlement payments, the availability of insurance coverage, the effectiveness of Hertz’s policies relating to theft reporting, and any other statements regarding future expectations, beliefs, plans, objectives, future events or performance. 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 risks related to the Settlement, insurance coverage and other factors identified in this cautionary note and in the risk factors of Hertz's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 23, 2022 and any updates thereto in subsequent filings with the SEC including in Hertz's Quarterly Reports on Form 10-Q. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date hereof, and Hertz undertakes no obligation to update this information.
Item 9.01 Financial Statements and Exhibits.
The following document is furnished as an Exhibit to this Current Report on Form 8-K:
Pursuant to the requirements of the Securities Exchange Act of 1934, the 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: December 5, 2022|
/s/ Colleen Batcheler
Executive Vice President, General Counsel and Secretary
Hertz Announces Settlement Agreements Related to Past Legal Claims
ESTERO, Fla. – December 5, 2022 – Hertz Global Holdings, Inc. (NASDAQ: HTZ) today announced the settlement of 364 pending claims relating to vehicle theft reporting, bringing resolution to more than 95% of its pending theft reporting claims. The company will pay an aggregate amount of approximately $168 million by year-end to resolve these disputes. The company believes it will recover a meaningful portion of the settlement amount from its insurance carriers.
“As I have said since joining Hertz earlier this year, my intention is to lead a company that puts the customer first. In resolving these claims, we are holding ourselves to that objective,” said Stephen Scherr, CEO of Hertz. “While we will not always be perfect, the professionals at Hertz will continue to work every day to provide best-in-class service to the tens of millions of people we serve each year. Moving forward, it is our intention to reshape the future of our company through electrification, shared mobility and a great digital-first customer experience.”
Hertz does not expect the resolution of these claims to have a material impact on its capital allocation plans for the balance of 2022 and 2023.
The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc., operates the Hertz, Dollar and Thrifty vehicle rental brands throughout North America, Europe, the Caribbean, Latin America, Africa, the Middle East, Asia, Australia and New Zealand. The Hertz Corporation is one of the largest worldwide vehicle rental companies, and the Hertz brand is one of the most recognized globally. Additionally, The Hertz Corporation operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets and sells vehicles through Hertz Car sales. For more information about The Hertz Corporation, visit www.hertz.com.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws. Words such as "will," "believe," "intention," "objective," “continue,” “forward,” “future,” “expect” and similar expressions identify forward-looking statements, which include but are not limited to statements related to the timing and impact on Hertz of the settlement payments, the availability of insurance coverage, the effectiveness of Hertz’s policies relating to theft reporting, Hertz’s electrification and mobility strategies, and any other statements regarding future expectations, beliefs, plans, objectives, future events or performance. 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 risks related to the settlement and insurance coverage, Hertz’s ability to expand its EV fleet, as well as other factors identified in this cautionary note and in the risk factors of Hertz's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the "SEC") on February 23, 2022 and any updates thereto in subsequent filings with the SEC including in Hertz's Quarterly Reports on Form 10-Q. We caution you not to place undue reliance on our forward-
looking statements, which speak only as of their date, and Hertz undertakes no obligation to update this information.
Sloane & Company