THE HERTZ CORPORATION (NYSE:HJA) Files An 8-K Regulation FD Disclosure

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THE HERTZ CORPORATION (NYSE:HJA) Files An 8-K Regulation FD Disclosure

ITEM 7.01 REGULATION FD DISCLOSURE

On May 30, 2017, The Hertz Corporation (Hertz or the Company), an
indirect wholly-owned subsidiary of Hertz Global Holdings, Inc.
(HGH), will post portions of a presentation prepared in
connection with a proposed financing transaction relating to the
Companys business to the Investor Relations section of Hertzs
website at IR.hertz.com. A copy of the presentation is attached
hereto as Exhibit 99.1 and incorporated by reference herein.>
Financial information in the presentation includes certain
non-GAAP financial measures. Reconciliations of such non-GAAP
financial measures to the comparable measures calculated and
presented in accordance with GAAP are contained in the appendix
section of the presentation.
This information shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended (the Securities Act), except as
shall be expressly set forth by specific reference in such a
filing.
ITEM 8.01 OTHER EVENTS
Each of HGH and Hertz is filing as Exhibit 99.2 hereto a press
release issued on May 30, 2017 by HGH, announcing the proposed
private offering by Hertz of $1.0 billion in aggregate principal
amount of Senior Second Priority Secured Notes. The contents of
such press release are incorporated by reference in this Item
8.01.
On May 30, 2017, Hertz provided conditional notices (each, a
Notice of Conditional Redemption) to Wells Fargo Bank, National
Association, as trustee (the Trustee), of its intent to redeem in
full its outstanding (i) $250.0 million in aggregate principal
amount of 4.25% Senior Notes due 2018 (the 2018 Notes), to the
Indenture, dated as of October 16, 2012, as supplemented (the
2018 Indenture) and (ii) $450.0 million in aggregate principal
amount of outstanding 6.75% Senior Notes due 2019 (the 2019
Notes), to the Indenture, dated as of February 8, 2011, as
supplemented (the 2019 Indenture), in each case, among Hertz, the
guarantors from time to time party thereto, and the Trustee. The
redemptions of the 2018 Notes and 2019 Notes are subject to the
satisfaction of specified conditions precedent set forth in the
applicable Notice of Conditional Redemption, including the
consummation of the offering of the Senior Second Priority
Secured Notes. The Notices of Conditional Redemption will be sent
by the Trustee to the registered holders of the 2018 Notes and
2019 Notes in accordance with the requirements of the 2018
Indenture and 2019 Indenture, respectively, on May 30, 2017.
The anticipated redemption date is June 29, 2017 or, if the
conditions precedent are not satisfied on or prior to June 29,
2017, such later date (but not later than July 29, 2017) as such
conditions precedent are so satisfied (such date of such
redemption, the Redemption Date). The redemption price for the
2018 Notes will be equal to 100.0% of the principal amount of the
2018 Notes, plus>the applicable make-whole, plus accrued but
unpaid interest thereon to the Redemption Date. The redemption
price for the 2019 Notes will be equal to 100.0% of the principal
amount of the 2019 Notes, plus accrued but unpaid interest
thereon to the Redemption Date.
The above description of the Notice of Conditional Redemption is
not complete and is qualified in its entirety by reference to
Exhibits 99.3 and 99.4.
This report does not constitute a notice of redemption under the
2018 Indenture, 2019 Indenture, nor an offer to tender for, or
purchase, any 2018 Notes, any 2019 Notes or any other security.
There can be no assurances that the conditions precedent to the
redemptions will be satisfied or that the redemptions will occur.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, and in related
comments by the Companys management, include forward-looking
statements. Forward-looking statements include information
concerning the Companys liquidity and its possible or assumed
future results of operations, including descriptions of its
business strategies. These statements often include words such as
believe, expect, project, potential, anticipate, intend, plan,
estimate, seek, will, may, would, should, could, forecasts or
similar expressions. These statements are based on certain
assumptions that the Company has made in light of its experience
in the industry as well as its perceptions of historical trends,
current conditions, expected future developments and other
factors it believes are appropriate in these circumstances. The
Company believes these judgments are reasonable, but you should
understand that these statements are not guarantees of
performance or results, and the Companys actual results
could differ materially from those expressed in the
forward-looking statements due to a variety of important factors,
both positive and negative, that may be revised or supplemented
in subsequent reports on Forms 10-K, 10-Q and 8-K filed or
furnished to the Securities and Exchange Commission (“SEC”).
Among other items, such factors could include: the effect of the
debt markets on the companys private offering of senior second
priority secured notes (the Offering); the ability of Hertz to
price the Offering on the terms and within the timeframe
anticipated by Hertz; Hertz’s ability to satisfy the closing
conditions to the Offering; Hertzs ability to satisfy the
conditions to the redemption of the 2018 Notes and the 2019
Notes; any claims, investigations or proceedings arising as a
result of the restatement in 2015 of the Company’s previously
issued financial results; the Company’s ability to remediate the
material weaknesses in its internal controls over financial
reporting; levels of travel demand, particularly with respect to
airline passenger traffic in the United States and in global
markets; the effect of the Company’s separation of its vehicle
and equipment rental businesses, any failure by Herc Holdings
Inc. to comply with the agreements entered into in connection
with the separation and the Company’s ability to obtain the
expected benefits of the separation; significant changes in the
competitive environment, including as a result of industry
consolidation, and the effect of competition in the Company’s
markets on rental volume and pricing, including on its pricing
policies or use of incentives; increased vehicle costs due to
declines in the value of the Company’s non-program vehicles;
occurrences that disrupt rental activity during the Company’s
peak periods; the Company’s ability to purchase adequate
supplies of competitively priced vehicles and risks relating to
increases in the cost of the vehicles the Company purchases; the
Company’s ability to accurately estimate future levels of rental
activity and adjust the number and mix of vehicles used in its
rental operations accordingly; the Company’s ability to maintain
sufficient liquidity and the availability to it of additional or
continued sources of financing for its revenue earning vehicles
and to refinance its existing indebtedness; the Company’s
ability to adequately respond to changes in technology and
customer demands; the Company’s access to third-party
distribution channels and related prices, commission structures
and transaction volumes; an increase in the Company’s vehicle
costs or disruption to its rental activity, particularly during
its peak periods, due to safety recalls by the manufacturers of
its vehicles; a major disruption in the Company’s communication
or centralized information networks; financial instability of the
manufacturers of the Company’s vehicles; any impact on the
Company from the actions of its franchisees, dealers and
independent contractors; the Company’s ability to sustain
operations during adverse economic cycles and unfavorable
external events (including war, terrorist acts, natural disasters
and epidemic disease); shortages of fuel and increases or
volatility in fuel costs; the Company’s ability to successfully
integrate acquisitions and complete dispositions; the Company’s
ability to maintain favorable brand recognition; costs and risks
associated with litigation and investigations; risks related to
the Company’s indebtedness, including its substantial amount of
debt, its ability to incur substantially more debt, the fact that
substantially all of its consolidated assets secure certain of
its outstanding indebtedness and increases in interest rates or
in the Company’s borrowing margins; the Company’s ability to
meet the financial and other covenants contained in its Senior
Facilities, its outstanding unsecured Senior Notes and certain
asset-backed and asset-based arrangements; changes in accounting
principles, or their application or interpretation, and the
Company’s ability to make accurate estimates and the assumptions
underlying the estimates, which could have an effect on operating
results; risks associated with operating in many different
countries, including the risk of a violation or alleged violation
of applicable anticorruption or antibribery laws and the
Company’s ability to repatriate cash from non-U.S. affiliates
without adverse tax consequences; the Company’s ability to
successfully outsource a significant portion of its information
technology services or other activities; the Company’s ability
to successfully implement its finance and information technology
transformation programs; changes in the existing, or the adoption
of new laws, regulations, policies or other activities of
governments, agencies and similar organizations where such
actions may affect the Company’s operations, the cost thereof or
applicable tax rates; changes to the Company’s senior management
team and the dependence of its business operations on its senior
management team; the effect of tangible and intangible asset
impairment charges; the Company’s exposure to uninsured claims
in excess of historical levels; fluctuations in interest rates
and commodity prices; the Company’s exposure to fluctuations in
foreign currency exchange rates and other risks described from
time to time in periodic and current reports that the Company
files with the SEC.
Additional information concerning these and other factors can be
found in the Company’s filings with the SEC, including its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.
You should not place undue reliance on forward-looking
statements. All forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified
in their entirety by the foregoing cautionary statements. All
such statements speak only as of the date made, and the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Description
Exhibit 99.1
The Hertz Corporation Investor Presentation, dated May
30, 2017.
Exhibit 99.2
Press Release of HGH announcing proposed private offering
by Hertz of Senior Second Priority Secured Notes, dated
May 30, 2017.
Exhibit 99.3
Notice of Conditional Redemption, dated May 30, 2017, for
$250.0 million in aggregate principal amount of Hertzs
4.25% Senior Notes due 2018.
Exhibit 99.4
Notice of Conditional Redemption, dated May 30, 2017, for
$450.0 million in aggregate principal amount of Hertzs
6.75% Senior Notes due 2019.
Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Exchange Act, nor shall it be deemed incorporated by
reference in any filing under the Securities Act, except as shall
be expressly set forth by specific reference in a filing.


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