Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
HERTZ GLOBAL HOLDINGS, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
42806J700 (CUSIP Number) |
Laura Torrado c/o Knighthead Capital Management, LLC, 280 Park Avenue, 22nd Floor New York, NY, 10017 (212) 356-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 42806J700 |
| 1 |
Name of reporting person
CK Amarillo LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its annual report on Form 10-K filed on February 18, 2025, reflecting 306,833,824 shares of Common Stock issued and outstanding as of February 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 42806J700 |
| 1 |
Name of reporting person
CK Amarillo GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its annual report on Form 10-K filed on February 18, 2025, reflecting 306,833,824 shares of Common Stock issued and outstanding as of February 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 42806J700 |
| 1 |
Name of reporting person
Certares Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its annual report on Form 10-K filed on February 18, 2025, reflecting 306,833,824 shares of Common Stock issued and outstanding as of February 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 42806J700 |
| 1 |
Name of reporting person
Knighthead Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
181,455,469.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
(1) The amount beneficially owned consists of 181,455,469 shares of Common Stock. (2) The percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based on information provided by the Issuer in its annual report on Form 10-K filed on February 18, 2025, reflecting 306,833,824 shares of Common Stock issued and outstanding as of February 6, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
HERTZ GLOBAL HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
8501 Williams Road, Estero,
FLORIDA
, 33928. | |
Item 1 Comment:
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. This Amendment No. 8 ("Amendment No. 8") amends the Schedule 13D filed with the SEC on July 12, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on November 16, 2021, Amendment No. 2, filed with the SEC on August 1, 2022, Amendment No. 3, filed with the SEC on October 28, 2022, Amendment No. 4, filed with the SEC on February 7, 2023, Amendment No. 5, filed with the SEC on April 27, 2023, Amendment No. 6, filed with the SEC on November 7, 2023, and Amendment No. 7, filed with the SEC on July 2, 2024 (together with the Original Schedule 13D, the "Schedule 13D") relating to the Common Stock of Hertz Global Holdings, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D is amended as follows: On March 24, 2025, the Company entered into a voting agreement (the "Voting Agreement") with CK Amarillo pursuant to which CK Amarillo agreed, on each matter brought to a vote at any annual or special meeting of the Company's stockholders and in connection with any action proposed to be taken by consent of the Company's stockholders in lieu of a meeting, to vote all shares of Common Stock and any bonds, debentures, notes or other indebtedness or instruments or any other shares of capital stock or voting or equity securities of the Company that have the right to vote on such matter (together with the Common Stock, the "Voting Securities") beneficially owned by CK Amarillo that, together with the Voting Securities held by any CK Amarillo affiliate, exceed 45% of the total voting power of all of the outstanding Voting Securities (the "Excess Voting Securities"), in the same proportion as all other votes cast by stockholders or effective consents duly executed and delivered by stockholders, determined (i) without taking into consideration any Voting Securities that are not voted or with respect to which a broker non-vote is exercised or registered and (ii) without inclusion of votes cast or consents delivered by CK Amarillo or any CK Amarillo affiliate. Any Voting Securities that are not Excess Voting Securities may be voted at the discretion of CK Amarillo. The Voting Agreement will terminate per its terms at such time that (i) CK Amarillo and any CK Amarillo affiliate, collectively, cease to beneficially own 45% or more of the Voting Securities then outstanding and (ii) the Company has expended all funds authorized on the stock repurchase programs authorized by the Company's board of directors in 2021 and 2022 (the "Repurchase Programs") or the Company has terminated the Repurchase Programs. The foregoing description of the Voting Agreement does not purport to be complete and is qu
alified in its entirety by reference to the text of the Voting Agreement, which is attached hereto as an exhibit to this Amendment No. 8 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information set forth in Item 7 of the Schedule 13D is amended as follows: Exhibit 99.1Joint Filing Agreement among the Reporting Persons, dated as of July 12, 2021 and incorporated by reference to the Schedule 13D filing on such date by the Reporting Persons. Exhibit 99.2Voting Agreement, dated as of March 24, 2025, by and between the Issuer and CK Amarillo LP (incorporated by reference to Exhibit 10.1 to the Issuer's current report on Form 8-K filed with the SEC on March 24, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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