Hertz gets noteholder OK to delay or skip filing financial reports

By Angela McDaniels

Tacoma, Wash., June 8 – Hertz Corp. said it successfully solicited consents from the holders of seven series of senior notes.

As previously reported, the company was soliciting consents from the holders of the following notes:

• $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.

The consent solicitation ended on 5 p.m. ET on May 27 for all but the 4 3/8% notes. The deadline for those notes was extended to 5 p.m. ET on June 5.

The consent fee is $1.00 for each $1,000 principal amount of notes or €1.00 for each €1,000 principal amount of notes, as applicable.

The company has entered into supplemental indentures to amend, effective as of March 30, 2014, the reporting covenant in each of the indentures to eliminate any obligation for the issuer to deliver to the trustee or the noteholders or file with the Securities and Exchange Commission

• Its 10-K annual report for the period ended Dec. 31, 2014 and its 10-Q quarterly reports for the periods ended March 31 and June 30 prior to Sept. 30; and

• Its 10-Q quarterly reports for the periods ended March 31, 2014, June 30, 2014 and Sept. 30, 2014.

The noteholders also waived any default or event of default that may occur or exist as a result of or in connection with the company not filing any amendments to previously filed SEC reports or the failure to timely deliver to the trustee or the noteholders, or file with the SEC, the delayed SEC reports.

The company said that its previously issued financial statements must be restated and can no longer be relied upon and that it 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.

Asset-backed solicitation

Hertz also solicited 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.

The consent solicitation was also successful. It ended at 5 p.m. ET on May 27 and covered 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 5.7% 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 is $0.25 per $1,000 principal amount.

Hertz Vehicle Financing entered into an amendment and waiver to 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 that may occur or exist as a result, directly or indirectly arising out of or in connection with the failure to furnish such quarterly reports.

D.F. King & Co., Inc. (212 269-5550, 800 758-5880 or +44 20 7920 9700) was the information and tabulation agent for both consent solicitations, and Barclays (212 528-7581 or 800 438-3242) was the solicitation agent.

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

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