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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hertz Global Holdings Inc | NASDAQ:HTZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.55 | 12.30% | 5.02 | 5.00 | 5.08 | 5.135 | 4.815 | 4.87 | 15,225,194 | 21:52:02 |
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-3530539
(I.R.S. Employer
Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller
reporting company) |
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Title of Securities to Be Registered
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Amount to be Registered
(1)(2)
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Proposed Maximum Offering Price Per Share
(3)
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Proposed Maximum Aggregate Offering Price
(3)
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Amount of Registration Fee
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|||||
Common Stock, par value $0.01 per share
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1,769,100
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$9.86
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$
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17,443,326
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$1,756.54
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||||||||||
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(1)
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In addition to the shares set forth in the table, the number of shares registered includes an indeterminable number of shares of Common Stock issuable under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the "Plan"), as this amount may be adjusted as a result of a stock dividend, stock split, or similar transactions as permitted by Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”).
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(2)
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Represents 1,769,100 shares of common stock issuable pursuant to the Plan, to be registered for resale. Equity awards with respect to the common stock have been previously issued to participants in the Plan.
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(3)
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Computed pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of determining the registration fee, based upon an assumed price of $9.86 per share, which is the average of the high and low prices of Hertz Global Holdings, Inc. common stock on March 29, 2016, as reported on the New York Stock Exchange.
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Page
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PROSPECTUS SUMMARY
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1
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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
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1
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RISK FACTORS
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3
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USE OF PROCEEDS
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3
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SELLING STOCKHOLDERS
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3
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PLAN OF DISTRIBUTION
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6
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LEGAL MATTERS
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7
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EXPERTS
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7
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INFORMATION INCORPORATED BY REFERENCE
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7
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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8
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•
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any claims, investigations or proceedings arising as a result of the restatement of our previously issued financial results;
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•
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our ability to remediate the material weaknesses in our internal controls over financial reporting described in Item 9A of our Form 10-K/A filed with the SEC on March 4, 2016;
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•
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the effect of our proposed separation of Hertz Equipment Rental Corporation and ability to obtain the expected benefits of any related transaction;
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levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets;
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significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets on rental volume and pricing, including on our pricing policies or use of incentives;
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an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs;
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occurrences that disrupt rental activity during our peak periods;
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our ability to achieve and maintain cost savings and efficiencies and realize opportunities to increase productivity and profitability;
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our ability to accurately estimate future levels of rental activity and adjust the size and mix of our fleet accordingly;
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our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness;
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our ability to realize the operational efficiencies of the acquisition of the car rental operations of Dollar Thrifty;
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our ability to maintain access to third-party distribution channels, including current or favorable prices, commission structures and transaction volumes;
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an increase in our fleet costs or disruption to our rental activity, particularly during our peak periods, due to safety recalls by the manufacturers of our vehicles and equipment;
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changes to our senior management team;
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a major disruption in our communication or centralized information networks;
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financial instability of the manufacturers of our vehicles and equipment, which could impact their ability to perform under agreements with us and/or their willingness or ability to make cars available to us or the car rental industry on commercially reasonable terms;
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any impact on us from the actions of our franchisees, dealers and independent contractors;
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our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);
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shortages of fuel and increases or volatility in fuel costs;
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our ability to successfully integrate acquisitions and complete dispositions;
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our ability to maintain favorable brand recognition;
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costs and risks associated with litigation and investigations;
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risks related to our indebtedness, including our substantial amount of debt, our ability to incur substantially more debt and increases in interest rates or in our borrowing margins;
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our ability to meet the financial and other covenants contained in our senior credit facilities, our outstanding unsecured senior notes and certain asset-backed and asset-based arrangements;
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changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings;
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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 our operations, the cost thereof or applicable tax rates;
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the effect of tangible and intangible asset impairment charges;
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our exposure to uninsured claims in excess of historical levels;
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fluctuations in interest rates and commodity prices;
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our exposure to fluctuations in foreign exchange rates; and
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other risks described from time to time in periodic and current reports that we file with the SEC.
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Jeffrey Adams
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Bruce Capaccio
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Antoinette Duah
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Mike Aitchison
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Krista Carey
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Eric Dugan
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James Alden
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Loren Carlson
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Francis Early
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Massimiliano Archiapatti
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William Casebolt
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Gregory Elwood
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Craig Arnold
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Margarita Castaneda
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Timothy Ergas
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Benjamin Arnulf
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Carlo Cavecchi
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John Evans
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Darren Arrington
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Gloree Centeno
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Robert Evans
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Juan Ballasteros
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Susan Chalmers
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Lynn Ferrara
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Tracey Barnes
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Steve Chase
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Anthony Ferreri
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Robert Barton
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Renato Chiaria
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David Field
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Raymond Batistoni
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Barbara Christenson
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John Finch
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Anthony Bedalov
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Steven Chua
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Robert Fingar
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Neale Bedrock
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Anthony Ciminera
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James Fiscus
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Daniel Beeman
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William Circe
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Dustin Fisher
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Stuart Benzal
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Ronald Claiborne
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Ilese Flamm
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Christopher Bierbaum
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Michael Clayton
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John Flynn
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Ian Biller
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Alan Cody
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Christian Forbes
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Aaron Birnbaum
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Kirk Comeaux
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Eli Frame
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Tim Blackwell
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Monique Conheady
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Richard Frecker
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Amy Blaine
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Allen Cooper
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Thomas Frese
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Montgomery Blair
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Juan Cordero
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Thomas Froggatt
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Stacey Blakeslee
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Robert Cowing
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John Fusco
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Adrian Bocwinski
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Edward Crane
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Scott Gaines
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John Bolger
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Hunter Crittenden
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Paul Garbis
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Joseph Borden
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Dannie Cross
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Carla Garfinkle
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M. Boucher-O’Regan
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Gregory Crum
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Daryl Gaskins
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Tammy Boudreau
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Christian Cunningham
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J. C. Gennetais
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Nelly Bouilly
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Bryn Davies
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Stacey Gerber
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Richard Bowden
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Richard James Davies
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Stephan Gerdes
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Barbara Brasier
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Joanna Dawson
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Jeffrey Gill
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Scott Bridges
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Hendrik De Korte
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Rafael Girona
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Edouard Brinon
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Jeffrey Del Rosso
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Karen Gittleman
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Sean Bromfield
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Michael Delaney
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Aaron Glass
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Christopher Brown
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Monina Delos-Reyes
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Jason Glover
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Richard Brown
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Douglas Denard
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Cynthia Gomez
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Robyn Brown
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Scott Denequolo
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Franz Grisson
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Devon Browne
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Michael DeRosa
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N. Hadzi-Zdraveski
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James Bryan
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Jessica Desautels
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Bion Hall
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Stefan Buehner
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F. J. Diaz Laviada
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Mickael Hall
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Shuaib Bulhan
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Paul Dickard
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Rachel Hands
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Malcolm Bunyan
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Paul Diemer
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Melissa Hanna
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John Burns
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Marc Domer
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Philippe Hanot
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Brian Burtzlaff
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Marcus Donaldson
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Sheldon Hanrahan
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William Byrne
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Gregory Donatello
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Todd Harris
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Thomas Callahan
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Julie Drake
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Michael Harrison
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Heather Camerano
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Bruce Dressel
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John Harvey
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David Hayward
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John Korte
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Charles Miller
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Karl Heinrich
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Daniel Kress
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Gregory Miller
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Hendrikus Helder
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Andrew Lacko
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James Miller
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Jeannie Henry
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Mark Lamberton
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Lisa Miller
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Erik Hepsen
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William Langston
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Arula Moodliar
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Ricardo Herrerias
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Adrianne Lee
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Robert Moore
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Garrick Higuchi
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Eric Lee
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Laura Moran
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Eric Hiller
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Craig Lehmann
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John Mullowney
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Damian Hilliard
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Brent Lessing
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David Myrick
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Mark Hobson
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Stacy Levine
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Jeffrey Nayda
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Erik Hogan
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Mario Lira
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Jens Neumeyer
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Michael Holdgrafer
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Alexandra Lock
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Peter Nicoletti
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Maurice Honor
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Troy Longpre
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Thomas Nieliwocki
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Clayton Hopkins
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Ricardo Love
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Jeffrey Nieman
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Nick Horne
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Jeffrey Lucas
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Nicola O’Brien
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Scot Hornick
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James Luxbacher
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Jason Oosterbeek
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Matthew Hudnall
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Joseph Machuta
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Peter Ordal
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Brannon Hufstetler
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Rebecca Madden
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Mary Orelup
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John Hunnius
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Denis Mancheron
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Keith Organ
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Kristine Hunt
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Nikki Mancini
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Enda O’Toole
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Jacqueline Hunter
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Adam Manlove
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Bradley Packham
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Leslie Hunziker
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Richard Marani
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John Palmer
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Edgar Hyer
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Alexandria Marren
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Brett Parham
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Erin Iseminger
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Tara Martin
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Denton Partridge
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Joseph Jaussi
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Timothy Martin
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James Patmore
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Mark Johnson
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Dale Martino
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Nina Payakniti
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Belinda Jones
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Robert Massengill
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R. N. Pereira de Dias
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Nathan Jordan
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William Masterson
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James Philpot
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Gregory Jorgensen
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John Mastrocinque
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Frederic Pichette
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James Kachidurian
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Matthew Mayer
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Jeff Pitz
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Brad Kacsh
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Michael McDowell
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Warren Pizinger
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Jim Katolick
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Richard McEvily
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Matthew Potalivo
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Sherri Kawell
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Dennis McGinley
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Victor Pruitt
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Kevin Kearns
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Mark McGinn
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Steven Rawski
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Daniel Kelleher
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Pete McGinnis
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Rustin Redcay
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Bret Kenna
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Patrick McGlinn
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Joshua Redden
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Patrick Kennedy
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Laura McGuckin
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Tyler Reddien
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Lawrence Keyes
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Toby McHenry
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Christopher Rice
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Keith Kirkham
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Kevin McIer
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Westley Richters
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Reto Klaentschi
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Laura McKenna
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Mark Righton
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Melissa Klatt
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Amy McLeod
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Michaele Riley
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Richard Klier
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Joseph McPherson
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Roy Ritenour
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Kevin Knorr
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Aaron Medina
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Dennis Robbins
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Jillian Kober
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Lyall Megaw
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Rebecca Robinette
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Ryan Koenig
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Krista Memmelaar
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John Roche
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Julie Koewler
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Brian Millard
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Casey Rodriguez
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Natalie Rodriguez
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Loukas Tsopanoglou
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Mary Rogers
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John Twomey
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Cheryl Rosenberg
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Glenn Udall
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Kevin Rosso
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Robert Valerio
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Julie Rubin
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Gregory Vandenbroucke
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Tobias Ruoff
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Nicola Veratelli
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Christopher Rusden
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Swen Voss
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Kermit Rushing
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Charles Vuono
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Marion Russell
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Francis Waddington
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Shaina Rutherford
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Kristen Waechter
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Marc Ruymbeke
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Trent Wagner
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I.J. Santisteban
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Brian Waldbaum
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Brendan Saville
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Randall Walford
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Massimo Scantamburlo
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Michael Walker
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Louis Scarpelli
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Maryann Waryjas
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Kyle Scott
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Michael Weinstein
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Martin Scullion
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Michael Wenderfer
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Michael Severance
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Daryl Wert
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Gavin Shafer
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Jason Whitcomb
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Damien Shaw
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Jeffrey White
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Paul Sheldon
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Zoe White
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Amanda Shepherd
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James Wiley Jr.
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Kelly Shryoc
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Denna Williams
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Darren Simmonds
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Stephen Windsor
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Bradford Simmons
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Paul Winter
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Richard Simon
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Sonya Winters
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Harjindra Singh
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Daniel Wisk
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Adam Slade
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Brian Wright
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Thomas Sloan
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Pamela Wright-Toorock
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Joshua Smith
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Don Yeoman
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Kenneth Smith
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Marcia Yonaley
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Matthew Smith
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Eliana Zem
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Austin Snelgrove
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Oliver Zerhusen
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Frank Spaargaren
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William Stec
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Daniel Stopher
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Dennis Straight
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Robert Stuart
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Alan Sun
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Thomas Tallarito
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Bhaven Taylor
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Sundeep Thakur
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Alfred Thomson
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Benjamin Todd
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F. Tomassetti Schiavo
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Mark Tristram-Walmsley
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•
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On the New York Stock Exchange (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association on which shares of our common stock are then listed, admitted to unlisted trading privileges or included for quotation);
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in public or privately negotiated transactions;
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in transactions involving principals or brokers;
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in a combination of such methods of sale; or
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any other lawful methods.
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our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016;
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our Form 10-K/A filed with the SEC on March 4, 2016;
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our Current Reports on Form 8-K filed with the SEC on February 5, 2016 and February 18, 2016; and
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the description of our common stock, par value $0.01, per share, contained in our Registration Statement on Form 8-A, filed with the SEC on November 8, 2006 and any amendment or report filed for the purpose of updating such description.
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our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016;
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our Form 10-K/A filed with the SEC on March 4, 2016;
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our Current Reports on Form 8-K filed with the SEC on February 5, 2016 and February 18, 2016; and
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the description of our common stock, par value $0.01, per share, contained in our Registration Statement on Form 8-A, filed with the SEC on November 8, 2006 and any amendment or report filed for the purpose of updating such description.
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4.1
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Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc., as filed on March 30, 2007)
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4.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc., effective as of May 14, 2014 (Incorporated by reference to Exhibit 3.1 to the Current Report in Form 8-K of Hertz Global Holdings, Inc., as filed on May 14, 2014)
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4.3
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Amended and Restated By-Laws of Hertz Global Holdings, Inc., effective May 14, 2014 (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc., as filed on May 14, 2014)
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5
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Opinion of Jenner & Block LLP (filed herewith)
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith)
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23.2
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Consent of Jenner & Block LLP (included in Exhibit 5 hereto)
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24
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Powers of Attorney (included on signature pages hereof)
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99.1
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Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc., as filed on June 1, 2010)
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99.2
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Amendment No. 1 dated as of May 12, 2014 to the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.6.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc., as filed on July 16, 2015)
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HERTZ GLOBAL HOLDINGS, INC.
(Registrant)
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By:
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/s/ THOMAS C. KENNEDY
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Name:
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Thomas C. Kennedy
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Title:
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Senior Executive Vice President and Chief Financial Officer
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Signature
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Title
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/s/ LINDA FAYNE LEVINSON
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Independent Non-Executive Chair of the Board of Directors
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Linda Fayne Levinson
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/s/ JOHN P. TAGUE
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President and Chief Executive Officer, Director
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John P. Tague
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/s/ THOMAS C. KENNEDY
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Senior Executive Vice President and Chief Financial Officer
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Thomas C. Kennedy
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/s/ ROBIN C. KRAMER
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Senior Vice President and Chief Accounting Officer
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Robin C. Kramer
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/s/ CARL T. BERQUIST
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Director
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Carl T. Berquist
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/s/ MICHAEL J. DURHAM
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Director
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Michael J. Durham
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/s/ CAROLYN N. EVERSON
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Director
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Carolyn N. Everson
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s/ VINCENT J. INTRIERI
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Director
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Vincent J. Intrieri
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/s/ HENRY R. KEIZER
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Director
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Henry R. Keizer
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/s/ MICHAEL F. KOEHLER
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Director
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Michael F. Koehler
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/s/ SAMUEL MERKSAMER
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Director
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Samuel Merksamer
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/s/ DANIEL A. NINIVAGGI
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Director
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Daniel A. Ninivaggi
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4.1
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Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc., as filed on March 30, 2007)
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4.2
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc., effective as of May 14, 2014 (Incorporated by reference to Exhibit 3.1 to the Current Report in Form 8-K of Hertz Global Holdings, Inc., as filed on May 14, 2014)
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4.3
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Amended and Restated By-Laws of Hertz Global Holdings, Inc., effective May 14, 2014 (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc., as filed on May 14, 2014)
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5
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Opinion of Jenner & Block LLP (filed herewith)
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith)
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23.2
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Consent of Jenner & Block LLP (included in Exhibit 5 hereto)
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24
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Powers of Attorney (included on signature pages hereof)
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99.1
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Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc., as filed on June 1, 2010)
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99.2
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Amendment No. 1 dated as of May 12, 2014 to the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.6.2 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc., as filed on July 16, 2015)
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