Hertz has made all of the required court filings in its Chapter 11 case needed to continue the process it initiated at the beginning of March to exit Chapter 11 in June.
The company’s plan of reorganization, as initially filed on March 1, contemplated a $4.2 billion equity infusion from affiliates of Certares Opportunities and Knighthead Capital Management (the plan sponsorship proposal) to fund the payment in cash in full of all senior claims and a 70-cent payout to the company’s unsecured creditors. Prior to filing its initial plan, Hertz received interest from multiple parties to provide the equity capital needed to fund its Chapter 11 exit, including a proposal from Centerbridge Partners, Warburg Pincus and Dundon Capital Partners (collectively, the alternate plan sponsorship proposal). Based on its assessment of the proposals received and all of the information then available, Hertz believed that the plan sponsorship proposal would support a value-maximizing conclusion to its Chapter 11 case while also providing the best opportunity for an efficient and timely exit from Chapter 11.
Based on events that have occurred since the initial plan filing, including (1) material modifications and improvements to both sponsorship proposals; (2) the fact that both proposals remain subject to certain contingencies, including final documentation; and (3) input received from holders of more than 80% of Hertz’s approximately $2.7 billion of unsecured notes, Hertz has decided to continue the process of negotiating the terms on which its plan will be sponsored without delaying its goal of exiting Chapter 11 by early to mid-summer. This ongoing process is reflected in Hertz’s court filings. The company expects to file one or more amendments to the documents filed to incorporate the terms of a finalized sponsorship proposal once selected.
Under the current terms of both proposals, upon exit from Chapter 11, Hertz would:
- Have at most approximately $1.3 billion of corporate debt
- Be provided with more than $2 billion of global liquidity
- Obtain a new asset-backed securitization facility that would pay in full all existing obligations related to Hertz’s U.S. vehicle fleet and provide the funding needed to meet Hertz’s ongoing fleet requirements
- Satisfy in full all debt obligations associated with the company’s European business, leaving it debt-free
Both proposals also currently contemplate that the company will emerge from Chapter 11 as a publicly-traded company, with up to approximately 80% of its shares owned by the holders of its U.S. unsecured funded debt obligations. The equity capital required to fund the plan will, in both cases, be funded by (a) direct purchases of equity in the reorganized company by the plan sponsors or their affiliates and (b) the proceeds of an offering to the holders of the company’s unsecured funded debt to purchase common shares that will be fully backstopped by either the plan sponsors or certain holders of the unsecured notes. General unsecured creditors will receive a cash distribution of approximately 80 cents on the dollar under the plan sponsorship proposal and approximately 75 cents on the dollar under the alternate plan sponsorship proposal. Additionally, the holders of the company’s unsecured funded debt would receive common equity in the reorganized company. The company’s existing common shares would be cancelled.
“We’re fortunate to be in a position to choose between two proposals that will strengthen the company by eliminating approximately $5 billion of corporate debt and providing us with the liquidity to execute on our business plan while also delivering excellent value for our creditors and stakeholders,” Paul Stone, president and chief executive of Hertz, said. “We are encouraged that our creditors would prefer to invest in the reorganized company rather than receive a cash payout. Others are seeing what we already know — Hertz is an incredible company with tremendous growth potential. Once the proposals have been finalized and we receive further input from our creditors, we will work with our financial and legal advisors to quickly determine which of these excellent options will fund our plan. We remain committed to completing the reorganization process in the second quarter and emerging from Chapter 11 well positioned for the upcoming summer season.”
Hertz anticipates that it will finalize the proposals imminently and that, after consulting with its stakeholders, including the ad hoc group of unsecured noteholders and the official committee of unsecured creditors, it will select a plan sponsor and amend its court filings accordingly.
The next step will be for the bankruptcy court to consider approving the terms of the selected plan sponsors’ proposed investment, the disclosure statement with respect to the plan, and related creditor solicitation materials and procedures. All such matters are currently scheduled to be heard on April 16. Assuming court approval, the disclosure statement and plan will then be sent to Hertz’s creditors for a vote, and the court will hold a hearing to consider confirmation of the plan.