0000905148-24-001837.txt : 20240702 0000905148-24-001837.hdr.sgml : 20240702 20240702210741 ACCESSION NUMBER: 0000905148-24-001837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240628 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knighthead Capital Management, LLC CENTRAL INDEX KEY: 0001512397 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37665 FILM NUMBER: 241098056 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, FLOOR 22E CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-356-2914 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, FLOOR 22E CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Certares Opportunities LLC CENTRAL INDEX KEY: 0001871984 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37665 FILM NUMBER: 241098055 BUSINESS ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-624-2946 MAIL ADDRESS: STREET 1: 350 MADISON AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ GLOBAL HOLDINGS, INC CENTRAL INDEX KEY: 0001657853 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 611770902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8501 WILLIAMS ROAD STREET 2: 3RD FLOOR CITY: ESTERO STATE: FL ZIP: 33928 BUSINESS PHONE: (239) 301-7000 MAIL ADDRESS: STREET 1: 8501 WILLIAMS ROAD STREET 2: 3RD FLOOR CITY: ESTERO STATE: FL ZIP: 33928 FORMER COMPANY: FORMER CONFORMED NAME: Hertz Rental Car Holding Company, Inc. DATE OF NAME CHANGE: 20151109 4 1 form4.xml X0508 4 2024-06-28 0001657853 HERTZ GLOBAL HOLDINGS, INC HTZ 0001512397 Knighthead Capital Management, LLC 280 PARK AVENUE, 22ND FLOOR NEW YORK NY 10017 true 0001871984 Certares Opportunities LLC 350 MADISON AVENUE, 8TH FLOOR NEW YORK NY 10017 true false 8.000% Exchangeable Senior Second-Lien Secured PIK Notes 150.9388 2024-06-28 4 P 0 2361000 2361000 A 2029-07-15 Common Stock, $0.01 par value 356366 2361000 I See Footnotes 8.000% Exchangeable Senior Second-Lien Secured PIK Notes 150.9388 2024-06-28 4 P 0 5581000 5581000 A 2029-07-15 Common Stock, $0.01 par value 842389 5581000 I See Footnotes 8.000% Exchangeable Senior Second-Lien Secured PIK Notes 150.9388 2024-06-28 4 P 0 2084000 2084000 A 2029-07-15 Common Stock, $0.01 par value 314556 2084000 I See Footnotes 8.000% Exchangeable Senior Second-Lien Secured PIK Notes 150.9388 2024-06-28 4 P 0 7080000 7080000 A 2029-07-15 Common Stock, $0.01 par value 1068646 7080000 I See Footnotes 8.000% Exchangeable Senior Second-Lien Secured PIK Notes 150.9388 2024-06-28 4 P 0 26398000 26398000 A 2029-07-15 Common Stock, $0.01 par value 3984482 26398000 I See Footnotes The exchange rate of the 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the "Exchangeable Notes") is initially 150.9388 shares of the issuer's Common Stock per $1,000 capitalized principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $6.6252 per share of Common Stock). The Company can settle an exchange in common stock, cash, or a combination of cash and common stock, with cash paid in lieu of fractional shares, if applicable. Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, as set forth in the Exchangeable Notes Indenture, dated as of June 28, 2024, among The Hertz Corporation, the guarantors named therein, and Computershare Trust Company, N.A., as trustee and as collateral agent. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the July 15, 2029 maturity date. The Exchangeable Notes will mature on July 15, 2029, unless repurchased, redeemed, or exchanged in accordance with their terms prior to maturity. These Exchangeable Notes are directly held by Knighthead Annuity & Life Assurance Company, for which Knighthead Capital Management, LLC ("Knighthead") serves as investment manager. These Exchangeable Notes are directly held by Knighthead Distressed Opportunities Fund, LP, for which Knighthead serves as investment manager. These Exchangeable Notes are directly held by Knighthead (NY) Fund, L.P., for which Knighthead serves as investment manager. These Exchangeable Notes are directly held by Knighthead Master Fund, LP, for which Knighthead serves as investment manager. These Exchangeable Notes are directly held by CK Opportunities Fund I, LP. Knighthead Opportunities Capital Management, LLC ("Knighthead Opportunities") and Certares Opportunities LLC ("Certares") serve as investment managers ("Investment Managers") to CK Opportunities Fund I, LP, pursuant to the Investment Management Agreement, effective as of October 21, 2020, by and among each of Knighthead Opportunities, Certares, CK Opportunities Fund I, LP, and CK Opportunities GP, LLC, the general partner of CK Opportunities Fund I, LP. Investment decisions with respect to securities held by CK Opportunities Fund I, LP are made by an investment committee of the Investment Managers, which committee includes Colin Farmer, Andrew Shannahan, Michael Gregory O'Hara and Thomas Wagner, who are members of the issuer's board of directors, and Ara D. Cohen. The committee is empowered to vote or dispose of the shares on behalf of CK Opportunities Fund I, LP, and as a result, each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen may be attributed beneficial ownership of the reported securities. Each of Mr. Farmer, Mr. Shannahan, Mr. O'Hara, Mr. Wagner, and Mr. Cohen disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, as applicable. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its respective pecuniary interests therein, as applicable. Knighthead Capital Management, LLC, By: /s/ Laura Torrado, as General Counsel for Knighthead Capital Management, LLC 2024-07-02 Certares Opportunities LLC, By: /s/ Tom LaMacchia, as Managing Director & General Counsel for Certares Management LLC, the sole member of Certares Opportunities LLC 2024-07-02