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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
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Co-Registrant Emerging Growth Company false
  8501 Williams Road
  Florida 33928
  239 301-7000





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) October 27, 2021 (October 26, 2021)




(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
  (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
  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



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)







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.




(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




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”).




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.




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.


  By: /s/ M. David Galainena
  Name: M. David Galainena
  Title: Executive Vice President, General Counsel & Secretary





  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