Hertz Holdings begins consent solicitation to amend two note series

By Taylor Fox

New York, Nov. 30 – Hertz Holdings Netherlands BV is soliciting consents from holders of outstanding €225 million 4 1/8% senior notes due 2021 (ISIN: XS1492665770) and outstanding €500 million 5½% senior notes due 2023 (ISIN: XS1790929217) to approve amendments to the indenture relating to the 2021 notes and to the indenture relating to the 2023 notes, according to a company announcement.

Hertz is soliciting consents to the proposed amendments in order to facilitate the implementation of a scheme of arrangement by helping to establish a sufficient connection with England, such that the High Court of England and Wales will accept jurisdiction with respect to the scheme of arrangement.

Holders are not being offered a consent payment to vote in favor of the proposed amendments.

The proposed amendments will change the governing law of each of the indentures, the notes and the guarantees of the notes from the law of the state of New York to the laws of England and Wales, change the jurisdiction clause in each of the indentures and the notes such that the courts of England and Wales shall have non-exclusive jurisdiction to settle any disputes or proceedings that arise out of or in connection with the indentures, the notes and the non-U.S. guarantees and exclusive jurisdiction to settle any such disputes or proceedings instituted by the issuer, the co-issuer or any of the non-U.S. guarantors in relation to any holders of the notes or the trustee on behalf of the holders of the notes.

The amendments also include provisions for trustees as are customarily contained in, and to ensure that the indenture, as amended, is consistent with, bond trust deeds governed by the laws of England and Wales, provide for the accession of Hertz U.K. Receivables Ltd., as a co-issuer in respect of the notes, which will assume all rights and obligations of an issuer under the indentures and the notes on a primary, joint and several basis and be the entity that ultimately proposes the scheme of arrangement, include provisions relating to the contracts act 1999, make certain amendments to the book entry provisions of the indentures and amend the indentures so that the scheme of arrangement and any related Chapter 15 recognition filing will not cause an event of default to occur under the indentures.

In order to formulate the proposed amendments, Hertz has engaged with holders representing 54% of the outstanding 2021 notes and 56% of the outstanding 2023 notes.

The supporting holders have agreed to vote in favor of the proposed amendments prior to the expiration time.

Adoption of the proposed amendments to the 2021 indenture requires the consent of the holders of a majority in aggregate principal amount of the 2021 notes, and adoption of the proposed amendments to the 2023 indenture requires the consent of the holders of a majority in aggregate principal amount of the 2023 notes then outstanding.

Assuming Hertz receives the required consents, each present and future holder will be bound by the proposed amendments once they become operative, whether or not such holder delivered a consent.

The consent solicitation will expire at 11 a.m. ET on Dec. 7.

Wilmington Trust, NA is the trustee. Upon completion of the proposed amendments, Wilmington will resign, and Hertz will appoint Wilmington Trust SP Services (London) as the trustee.

Lucid Issuer Services Ltd. (+44 20 7704 0880; hertz@lucid-is.com) is the information and tabulation agent.

Hertz is an Estero, Fla.-based car rental company. It filed Chapter 11 bankruptcy on May 22, 2020. The case number is 20-11218.

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