Item 1.01 Entry
into a Material Definitive Agreement.
On May 22, 2020 (the
“Petition Date”), Hertz Global Holdings, Inc. (the “Company”, “HGH” or “we”), The Hertz
Corporation (“THC”) and certain of their direct and indirect subsidiaries in the United States and Canada (collectively, the
“Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States
Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter
11 cases (the “Chapter 11 Cases”) for the Debtors. The Debtors filed with the Bankruptcy Court a proposed Joint Chapter 11
Plan of Reorganization of the Debtors, dated as of March 1, 2021, and a related proposed Disclosure Statement. The Debtors subsequently
filed with the Bankruptcy Court a proposed First Amended Joint Chapter 11 Plan of Reorganization of the Debtors and a related proposed
Disclosure Statement, in each case dated as of March 29, 2021. On April 3, 2021, the Debtors filed with the Bankruptcy Court a proposed
Second Amended Joint Chapter 11 Plan of Reorganization of the Debtors (the “Proposed Plan”) and a related proposed form of
Disclosure Statement (the “Proposed Disclosure Statement”). On April 3, 2021, the Company issued a press release announcing
the filing of the Proposed Plan and Proposed Disclosure Statement. A copy of the press release is furnished as Exhibit 99.1 to this current
report and is hereby incorporated by reference into this Item 1.01. The information contained in this Item 1.01 and Exhibit
99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended,
or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
In connection with the Proposed Plan the Debtors entered into a
Plan Support Agreement, dated as of April 3, 2021 (the “Plan Support Agreement”), with one or more funds associated with
Warburg Pincus LLC (“WP”), Centerbridge Partners L.P. (“Centerbridge”) and Dundon Capital Partners LLC
(“Dundon” and together with WP and Centerbridge, the “PE Sponsors”) and certain other parties in their
capacity as owners, beneficial owners or managers or advisors of funds or accounts that are beneficial owners, of claims in respect
of the following obligations of the Company (the “Initial Consenting Noteholders” and, together with the PE Sponsors,
the “Plan Sponsors”): (a) the 6.25% Senior Notes due 2022 issued pursuant to that certain indenture (as the same may
have been amended, modified, or supplemented from time to time), dated as of October 16, 2012, by and among THC, as the issuer, the
subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; (b) the 5.50% Senior Notes due 2024
issued pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as
of September 22, 2016, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its
capacity as trustee; (c) the 7.125% Senior Notes due 2026 issued pursuant to that certain indenture (as the same may have been
amended, modified, or supplemented from time to time), dated as of August 1, 2019, by and among THC, as the issuer, the subsidiary
guarantors party thereto, and Wells Fargo Bank, N.A., in its capacity as trustee; (d) the 6.00% Senior Notes due 2028 issued
pursuant to that certain indenture (as the same may have been amended, modified, or supplemented from time to time), dated as of
November 25, 2019, by and among THC, as the issuer, the subsidiary guarantors party thereto, and Wells Fargo Bank, N.A., in its
capacity as trustee; and (e) the obligations under that certain Credit Agreement, dated as of December 13, 2019, by and among THC,
the lenders party thereto, and Goldman Sachs Mortgage Company, as administrative agent and issuing lender, as amended, supplemented,
or otherwise modified from time to time (the claims under clauses (a) through (e) above, collectively, the “Senior Notes/ALOC
Claims” and, the holders thereof, the “Unsecured Noteholders”).
Pursuant to the Plan Support Agreement, the parties thereto have agreed
to take certain actions to support the prosecution and consummation of the Proposed Plan on the terms and conditions set forth in the
Plan Support Agreement. The Plan Support Agreement also includes a “fiduciary out” provision that makes clear, to the extent
set forth in the Plan Support Agreement, that the Debtors are not required to take any action or to refrain from taking any action with
respect to the Plan Support Agreement to the extent taking or failing to take such action would be inconsistent with applicable law or
the fiduciary obligations of the Debtors’ boards of directors (or similar governing body) under applicable law. The Plan Support
Agreement contemplates that additional parties, including the official committee of unsecured creditors appointed in the Chapter 11 Cases
and certain holders of claims against or interests in any of the Debtors, may join the Plan Support Agreement by executing one or more
joinders thereto. Among other things, the Plan Support Agreement establishes certain milestones for the prosecution and consummation of
the Proposed Plan, including fixing (i) May 1, 2021 as the outside date for obtaining approval of the Proposed Disclosure Statement, (ii)
June 30, 2021 as the outside date for obtaining confirmation of the Proposed Plan, and (iii) July 31, 2021 as the outside date for consummating
the Proposed Plan (in each case subject to the right of the Plan Sponsors to extend in their discretion).
The Debtors also entered into an Equity Purchase and Commitment Agreement,
dated as of April 3, 2021 (the “Equity Purchase and Commitment Agreement”). Pursuant to the Equity Purchase and Commitment
Agreement, each PE Sponsor identified as the Direct Equity Investors on Schedule 1 of the Equity Purchase and Commitment Agreement agreed
to purchase directly 15,400,000 shares of Series A Convertible Preferred Stock of reorganized HGH for $385 million and 116,575,894 shares
of common stock of reorganized HGH for $565 million. Pursuant to the Equity Purchase and Commitment Agreement, the Parties identified
on Schedule 1 to of the Equity Purchase and Commitment Agreement that have a percentage set forth across from such party on such Schedule
1 in the column labeled “Additional Investor Equity Commitment” (subject to certain transfer provisions) agreed to backstop
the purchase of $1.623 billion in shares of common stock of reorganized HGH pursuant to the offering of rights pursuant to which eligible
holders of the Senior Notes/ALOC Claims are entitled to receive rights to subscribe for shares of common stock of reorganized HGH
The foregoing summary of the Plan Support Agreement and the
Equity Purchase and Commitment Agreement has been included to provide investors and security holders with information regarding the
terms of such agreements and is qualified in its entirety by the terms and conditions of the Plan Support Agreement and the Equity
Purchase and Commitment Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, which are incorporated herein by
reference. The representations, warranties and covenants contained in the Plan Support Agreement and the Equity Purchase and
Commitment Agreement have been made solely for the purpose of such agreement and as of specific dates, for the benefit of the
parties thereto. In addition, such representations, warranties and covenants (i) may have been qualified by confidential disclosures
exchanged between the parties, (ii) are subject to materiality qualifications contained in the agreements which may differ from what
may be viewed as material by investors, and (iii) have been included in the agreements for the purpose of allocating risk between
the contracting parties rather than establishing matters of fact. Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of actual facts or circumstances, and the subject matter of
representations and warranties may change after the date as of which such representations or warranties were made. Moreover,
information concerning the subject matter of the representations, warranties and covenants may change after the date of the
agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Proposed
Plan, Plan Support Agreement and the Equity Purchase and Commitment Agreement are subject to approval by the Bankruptcy Court.