Hertz Holdings Netherlands B.V. Announces Consent Solicitation
relating to the
€225,000,000 aggregate principal amount outstanding of 4.125% Senior Notes due 2021
(ISIN: XS1492665770/XS1492665267; Common Code: 149266577/149266526)
and
€500,000,000 aggregate principal amount outstanding of 5.500% Senior Notes due 2023
(ISIN: XS1790929217/XS1790940883; Common Code: 179092921/179094088)
AMSTERDAM, The Netherlands — May 15, 2020 — Hertz Holdings Netherlands B.V. (the “Issuer”),
announced today that it is soliciting (the “Solicitation”) consents (the “Consents”) from holders of its outstanding
4.125% Senior Notes due 2021 (the “2021 Notes”) and 5.500% Senior Notes due 2023 (the “2023 Notes” together
with the 2021 Notes the “Notes”) to approve amendments (the “Proposed Amendments”) to the indenture relating
to the 2021 Notes (the “2021 Indenture”) and to the indenture relating to the 2023 Notes (the “2023 Indenture”
together with the 2021 Indenture the “Indentures”) to remove The Hertz Corporation and members of the Hertz
Group located in the United States of America from certain events of default in the Indentures and to make certain
other amendments to the covenants and the events of default provisions of Indentures, in each case, as set forth in
more detail in the Issuer’s Consent Solicitation Statement (as defined below).
Adoption of the Proposed Amendments to the 2021 Indenture requires the Consent of the Holders of a majority in
aggregate principal amount of the 2021 Notes and adoption of the Proposed Amendments to the 2023 Indenture
requires the Consent of the Holders of a majority in aggregate principal amount of the 2023 Notes then outstanding
(such consents, the “Required Consents”). A Consent may be validly revoked by a Holder at any time on or prior
to the Effective Time (as defined below) and will automatically terminate and not be effective if the Required
Consents are not obtained and certain other conditions are not satisfied on or prior to the Expiration Time (as
defined below). Assuming the Issuer receives the Required Consents, each present and future Holder will be bound
by the Proposed Amendments once they become operative, whether or not such Holder delivered a Consent.
Holders will not be paid a fee in connection with the Solicitation.
The Issuer anticipates that, promptly after receipt of the Required Consents on or prior to the Expiration Time, it
will give notice to Wilmington Trust, National Association (the “Trustee”) that the Required Consents have been
received (such time, the “Effective Time”), and the Issuer and the Trustee will execute supplemental indentures to
the 2021 Indenture and to the 2023 Indenture respectively with respect to the Notes at a convenient time as soon
as practicable thereafter, at which time the Proposed Amendments will become effective. Holders should note that
the Effective Time may fall prior to the Expiration Time, and, if so, Holders may not be given prior notice of such
Effective Time. Holders will not be able to revoke their Consents after the Effective Time. The adoption of the
Proposed Amendments is subject to the satisfaction of certain conditions, including (x) the agreement of certain
other creditors of similar waivers, (y) the effectiveness prior to the Effective Time of the the Proposed Amendments
of the 2023 Indenture (with respect to the Proposed Amendments of the 2021 Indenture) and the Proposed
Amendments of the 2021 Indenture (with respect to the Proposed Amendments of the 2023 Indenture), , in each
case, as set forth on more detail in the Consent Solicitation Statement.
The consent solicitation will expire at 4 p.m., London time, on May 21, 2020 (such date and time, as the Issuer may
extend from time to time, the “Expiration Time”).
The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer’s consent
solicitation statement, dated as of May 15, 2020 (the “Consent Solicitation Statement”). The Issuer may, in its sole
discretion, terminate, extend or amend the Solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement may be obtained from Lucid Issuer Services Limited, the Issuer’s
Information and Tabulation Agent, at
[email protected] (Attn: Oliver Slyfield) and +44 (0)20 7704 0880. Holders
of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the
procedures for consenting to the Proposed Amendments.
This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation
of an offer to sell Notes or a Solicitation of Consents of Holders and shall not be deemed to be an offer to purchase,
a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates.
Forward Looking Statements
This release includes forward looking statements. Such statements are generally not historical in nature, and
specifically include statements about the Issuer’s plans, strategies, business prospects, changes and trends in its
business and the markets in which it operates. These statements are made based upon management's current plans,
expectations, assumptions and beliefs concerning future events impacting the Issuer and therefore involve a number
of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or
implied in the forward-looking statements, which speak only as of the date of this news release. Consequently, no
forward-looking statement can be guaranteed. The Issuer undertakes no obligation to update any forward looking
statements to reflect events or circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events.