Hertz seeks waivers, to extend filing time for several series of notes

By Susanna Moon

Chicago, May 18 – Hertz Corp. said it is soliciting consents for waivers to several series of senior notes issued by the company and wholly owned subsidiary Hertz Holdings Netherlands BV.

Hertz also is soliciting consents for notes issued by wholly owned subsidiary Hertz Vehicle Financing LLC to amend and waive provisions of its operating lease with Hertz that secures the notes, according to a company press release.

The company said its previously issued financial statements must be restated and can no longer be relied upon and is seeking to extend the time to file its financials.

Hertz said it expects the 10-K filing for 2014 will contain audited restated financial statements for 2012 and 2013 and audited financial statements for 2014, as well as selected restated financial information for 2011.

Hertz said it expects to be unable to file the 10-K filing for 2014, as well as its first quarter 2015 filing, before the middle of 2015 and that there can be no assurance that the process will be completed at that time or that no additional adjustments will be identified.

The consent solicitations will end at 5 p.m. ET on May 27. Holders must be of record as of 5 p.m. ET on May 15.

The company is soliciting consents for the following outstanding dollar notes issued by Hertz and the outstanding euro notes issued by Hertz Netherlands:

• $250 million 4¼% senior notes due 2018;

• $700 million 7½% senior notes due 2018;

• €425 million 4 3/8% senior notes due 2019 issued by Hertz Holdings Netherlands BV;

• $1.25 billion 6¾% senior notes due 2019;

• $699.8 million 5 7/8% senior notes due 2020;

• $500 million 7 3/8% senior notes due 2021; and

• $500 million 6¼% senior notes due 2022.

More solicitation details

The consent fee will be $1.00 for each $1,000 principal amount of each series of notes issued by Hertz and €1.00 for each €1,000 principal amount of notes issued by Hertz Holdings Netherlands.

The proposed amendments and waivers would amend, effective March 30, the reporting covenant in each of the note indentures to eliminate any obligation to file with the Securities and Exchange Commission

• The annual report for the period ended Dec. 31, 2014 and its quarterly reports for the periods ended March 31 and June 30, 2015, in each case prior to Sept. 30, 2015; and

• The quarterly reports for the periods ended March 31, 2014, June 30, 2014 and Sept. 30, 2014.

Holders would also waive any default or event of default under the note indentures that may occur or exist as a result of the company not filing any amendments to previously filed SEC reports or the failure to timely file the delayed SEC reports.

D.F. King & Co., Inc. (212 269-5550 or 800 758-5880 and in London at +44 20 7920 9700) is the information and tabulation agent. Barclays (212 528-7581 or 800 438-3242) is the solicitation agent.

Asset-backed solicitation

The company also is seeking consents for the following asset-backed notes:

• $325 million series 2010-1 3.74% rental car asset-backed notes, class A-2;

• $100 million series 2010-1 4.73% rental car asset-backed notes, class A-3;

• $49.92 million series 2010-1 5.70% rental car asset-backed notes, class B-2;

• $15.36 million series 2010-1 6.44% rental car asset-backed notes, class B-3;

• $200 million series 2011-1 3.29% rental car asset-backed notes, class A-2;

• $30 million series 2011-1 4.96% rental car asset-backed notes, class B-2;

• $282.75 million series 2013-1 1.12% rental car asset-backed notes, class A-1;

• $543.75 million series 2013-1 1.83% rental car asset-backed notes, class A-2;

• $42.25 million series 2013-1 1.86% rental car asset-backed notes, class B-1; and

• $81.25 million series 2013-1 2.48% rental car asset-backed notes, class B-2.

The consent fee will be $0.25 per $1,000 principal amount.

The proposed amendment and waiver to the asset-backed notes would amend the lease, effective March 30, 2014 to eliminate the requirement to furnish the quarterly reports for the periods ended March 31, 2014, June 30, 2014 and Sept. 30, 2014 and waive any potential event of default.

The consent solicitations will end at 5 p.m. ET on May 27. Holders must be of record as of 5 p.m. ET on May 15.

D.F. King & Co., Inc. (800) 758-5880) is the information and tabulation agent. Barclays (212 528-7581 or 800 438-3242) is the solicitation agent.

Hertz is a car rental company based in Estero, Fla.

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