The Hertz Corporation Chapter 11 Filing
The Hertz Corporation Chapter 11 Filing
The Hertz Corporation Chapter 11 Filing
District of 'HODZDUH
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
2. All other names debtor used Firefly, Hertz Car Sales, Hertz Rent-A-Car, Thrifty, Dollar Rent A Car, Thrifty Car Rental
______________________________________________________________________________________________________B
in the last 8 years __BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
__BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
Include any assumed names,
trade names, and doing business __BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
as names
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
8501 Williams Road
______________________________________________ _______________________________________________
Number Street Number Street
______________________________________________ _______________________________________________
P.O. Box
Estero FL 33928
______________________________________________ _______________________________________________
City State ZIP Code City State ZIP Code
_______________________________________________
_______________________________________________
City State ZIP Code
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Debtor The Hertz Corporation
_______________________________________________________ Case number (if known)_____________________________________
Name
6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
Partnership (excluding LLP)
Other. Specify: __________________________________________________________________
A. Check one:
7. Describe debtor’s business
Health Care Business (as defined in 11 U.S.C. § 101(27A))
Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
Railroad (as defined in 11 U.S.C. § 101(44))
Stockbroker (as defined in 11 U.S.C. § 101(53A))
Commodity Broker (as defined in 11 U.S.C. § 101(6))
Clearing Bank (as defined in 11 U.S.C. § 781(3))
None of the above
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
5321
____________________________________
Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
Chapter 12
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
Debtor
The Hertz Corporation
_______________________________________________________ Case number (if known)_____________________________________
Name
11. Why is the case filed in this Check all that apply:
district?
Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
■
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
Other _______________________________________________________________________________
____________________________________________________________________
No
Yes. Insurance agency ____________________________________________________________________
Phone ________________________________
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
The Hertz Corporation
Debtor _______________________________________________________ Case number (if known)_____________________________________
Name
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of Q The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of
petition.
debtor
Q I have been authorized to file this petition on behalf of the debtor.
Q I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
05 / 22 / 2020
Executed on _________________
MM / DD / YYYY
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
Debtor The Hertz Corporation
_______________________________________________________ Case number (if known)_____________________________________
Name
Mark D. Collins
_________________________________________________________________________________________________
Printed name
Richards, Layton & Finger, P.A.
_________________________________________________________________________________________________
Firm name
920 North King Street
_________________________________________________________________________________________________
Number Street
Wilmington
____________________________________________________ DE
____________ 19801
______________________________
City State ZIP Code
(302) 651-7700
____________________________________ [email protected]
__________________________________________
Contact phone Email address
2981
______________________________________________________ Delaware
____________
Bar number State
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5
Official Form 201A (12/15)
In re Chapter 11
1. If any of the debtor’s securities are registered under Section 12 of the Securities
Exchange Act of 1934, the SEC file number is 001-07541.
2. The following financial data is the latest available information and refers to the debtor’s
condition on March 31, 2020.
Comments, if any: Total assets and total debts listed above are in accordance with the
Debtor’s unaudited financial statements as of March 31, 2020, as set forth in the Debtor’s Form
10-Q filed on May 11, 2020. The Debtor’s Form 10-Q lists the consolidated total assets and total
liabilities of the Debtor and its subsidiaries, with all intercompany transactions eliminated in
consolidation. The shares of common stock listed above are those outstanding as of May 4,
2020, as set forth in the Debtor’s Form 10-Q. The Debtor is not able to ascertain the number of
holders of any of the debt securities it has issued.
Official Form 201A Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11
Official Form 201A (12/15)
3. Brief description of the debtor’s business: The Debtors operate one of the largest
worldwide vehicle rental companies under the Hertz, Dollar, and Thrifty brands, with car rental
locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean,
the Middle East and New Zealand. The Debtors also operate a vehicle leasing and fleet
management solutions business.
4. List the names of any person who directly or indirectly owns, controls, or holds, with
power to vote, 5% or more of the voting securities of the debtor: Carl C. Icahn and certain
affiliates 1, Dimensional Fund Advisors LP, Renaissance Technologies, LLC 2, GAMCO
Investors, Inc. and certain affiliates 3, The Vanguard Group, BlackRock, Inc., and PAR
Investment Partners, L.P. 4 own five percent (5%) or more of the voting securities of Hertz
Global Holdings, Inc. Hertz Global Holdings, Inc. owns one hundred percent (100%) of the
equity interests of Rental Car Intermediate Holdings, LLC, which in turn owns one hundred
percent (100%) of the equity interests of The Hertz Corporation.
1 T o the Debtor’s knowledge Mr. Icahn, Icahn Partners LP, Icahn Master Fund LP, High River Limited Partnership, Icahn
Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Ica h n
Offshore LP, Hopper Investments LLC and Barberry Corp. are each deemed to have beneficial ownership, as such term is
defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (“ Rule 13d-3”), over a ll
shares that are held directly by the following entities: Icahn Partners LP, Icahn Master Fund LP and High River Limited
Partnership.
2 T o the Debtor’s knowledge, Renaissance T echnologies Holdings Corporation holds majority ownership of Renaissance
T echnologies LLC and is deemed to have beneficial ownership, as such term is defined for purposes of Rule 13d-3, of all shares
held directly by Renaissance T echnologies LLC.
3 T o the Debtor’s knowledge, Mario J. Gabelli and certain entities affiliated with Mr. Gabelli are deemed to have beneficial
ownership, as such term is defined for purposes of Rule 13d-3, over more than 5% of the outstanding common shares of Hertz
Global Holdings, Inc. However, Mr. Gabelli and such affiliated entities hold the power to vote with respect to fewer than 5 % o f
the outstanding common shares of Hertz Global Holdings, Inc. GAMCO Investors, Inc., Mr. Gabelli, Associated Capital Gr o up ,
Inc., Gabelli Foundation, Inc. and GGCP Inc., are each deemed to have beneficial ownership over all shares that are held direct ly
by the following entities: Associated Capital Group, Inc., Gabelli Funds, LLC, GAMCO Asset Management Inc., GGCP, Inc.,
Gabelli Foundation, Inc. and MJG Associates, Inc.
4 T o the Debtor’s knowledge, (i) PAR Group II, L.P. and PAR Capital Management, Inc. are each deemed to have beneficial
ownership, as such term is defined for purposes of Rule 13d-3, of all shares held directly by PAR Investment Partners, L.P . ; ( ii)
PAR Group II, L.P. is the sole general partner of PAR Investment Partners, L.P.; and (iii) PAR Capital Management, In c . is t h e
sole general partner of PAR Group II L.P.
Official Form 201A Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11
Schedule A
SCHEDULE OF DEBTORS
On the date hereof, each of the affiliated entities listed below (including the debtor in this chapter
11 case) filed in this Court a petition for relief under chapter 11 of title 11 of the United States
Code, 11 U.S.C. §§ 101 et seq., as amended. Substantially contemporaneously with the filing of
these petitions, these entities filed a motion requesting that their respective chapter 11 cases be
jointly administered for procedural purposes only.
EMPLOYER/CORPORATE
DEBTOR IDENTIFICATION J URIS DICTION
NUMBER
1. CMGC Canada Acquisition ULC 822418471RC0001 Canada
2. Dollar Rent A Car, Inc. 05-0542273 United States
3. Dollar Thrifty Automotive Group 106533326RC0001 Canada
Canada Inc.
4. Dollar Thrifty Automotive Group, Inc. 73-1356520 United States
5. Donlen Corporation 36-2552662 United States
6. Donlen Fleet Leasing Ltd. 136785763RC0001 Canada
7. Donlen FSHCO Company 45-5210139 United States
8. Donlen Mobility Solutions, Inc. 20-0080075 United States
9. DTG Canada Corp. 887612711RC0001 Canada
10. DTG Operations, Inc. 73-1389882 United States
11. DTG Supply, LLC 73-1325498 United States
12. Firefly Rent A Car LLC 46-2367114 United States
13. Hertz Aircraft, LLC 26-2976918 United States
14. Hertz Canada Limited 102337847RC0001 Canada
15. Hertz Car Sales LLC 80-0033698 United States
16. Hertz Global Holdings, Inc. 61-1770902 United States
17. Hertz Global Services Corporation 22-3741182 United States
18. Hertz Local Edition Corp. 13-3053797 United States
19. Hertz Local Edition Transporting, Inc. 22-3376683 United States
20. Hertz System, Inc. 36-2025222 United States
21. Hertz Technologies, Inc. 22-3108869 United States
22. Hertz Transporting, Inc. 13-3215204 United States
23. Rental Car Group Company, LLC 81-0852831 United States
24. Rental Car Intermediate Holdings, 35-2542459 United States
LLC
25. Smartz Vehicle Rental Corporation 45-2722986 United States
26. The Hertz Corporation 13-1938568 United States
27. Thrifty Car Sales, Inc. 73-1554875 United States
28. Thrifty Rent-A-Car System, LLC 73-0574010 United States
29. Thrifty, LLC 73-1554876 United States
30. TRAC Asia Pacific, Inc. 73-1354213 United States
SECRETARY’S CERTIFICATE
The undersigned, M. David Galainena, solely in his capacity as Secretary of The Hertz Corporation
(the “Debtor”), and not in an individual capacity, hereby certifies that:
a) the resolutions attached hereto were duly adopted at a special meeting of the Board of
Directors of the Debtor (the “Board”) held on May 22, 2020, in accordance with the
requirements of the Delaware General Corporation Law and the Debtor’s charter and
bylaws;
b) the attached resolutions are true, complete and correct as they appear;
c) the attached resolutions have not been modified, amended, annulled, rescinded or revoked
and are still in full force and effect as of the date hereof; and
d) there exists no other subsequent resolution of the Board relating to the matters set forth in
the resolutions attached hereto.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first set
forth above.
RESOLUTIONS ADOPTED AT
JOINT SPECIAL MEETING OF BOARDS OF DIRECTORS
HELD ON MAY 22, 2020
__________________________________________________________
WHEREAS, Hertz Global Holdings, Inc. (“Holdings”) and The Hertz Corporation (“Hertz”), each
a Delaware corporation (each a “Corporation” and together, the “Corporations”) and their
subsidiaries have experienced a rapid, sudden and dramatic negative impact on their businesses
from the Covid-19 pandemic and there is significant uncertainty about the timing and strength of
a recovery in the travel industry and in the Corporations’ business in the coming weeks and
months;
WHEREAS, notwithstanding the significant actions the Corporations have taken to reduce
expenses in light of the downturn in business, revenue declines have outpaced cost reductions and,
in light of the uncertainty in the timing and strength of any recovery and the significant negative
impact on the marketability of used vehicles, there is and likely will continue to be, significant
strain on the Corporations’ liquidity and downward pressure on the residual value of the vehicles
which support certain financings of the Corporations in the coming weeks and months;
WHEREAS, the Corporations have made significant efforts to seek access to the capital markets
to provide additional liquidity through this challenging economic downturn, but the capital markets
are currently unavailable to the Corporations and it is unclear when or if such access may become
available;
WHEREAS, to preserve liquidity, on April 27, 2020, the Boards of Directors (together, the
“Boards”) of the Corporations authorized and directed Hertz and its subsidiaries to withhold the
payments due on April 27, 2020 under the master motor vehicle operating lease (the “Lease”) with
Hertz Vehicle Financing LLC (“HVF”) (together, the “Lease Payment”), including a payment of
the HVF II Group I Aggregate Asset Amount Deficiency (as defined in the Lease), and to withhold
reimbursement payments pursuant to any letters of credit that may have been drawn as a result of
the failure to make the Lease Payment;
WHEREAS, following April 30, 2020, the failure to pay certain components of the Lease Payment
caused an amortization event under the supplement (the “VFN Supplement”) relating to the vehicle
variable funding notes (the “VFN Notes”) issued by Hertz Vehicle Financing II LP (“HVF II”);
WHEREAS, on May 4, 2020, Hertz, HVF, HVF II and DTG Operations, Inc., a wholly-owned
indirect subsidiary of Hertz, entered into a forbearance agreement (the “Forbearance Agreement”)
with certain holders of the VFN Notes (the “VFN Noteholders”), pursuant to which the VFN
Noteholders agreed to forbear from exercising certain rights to direct the liquidation of the fleet of
vehicles which serve as collateral supporting the VFN Notes;
WHEREAS, concurrently with entering into the Forbearance Agreement, on May 4, 2020, Hertz
and certain of its subsidiaries entered into limited waiver agreements (collectively, the “Waiver
Agreements”) with certain of the lenders under its senior term loan facility, letter of credit facility,
alternate letter of credit facility and U.S. vehicle revolving credit facility (the “Senior Lenders”),
1
pursuant to which the Senior Lenders agreed to certain waivers and accommodations, including
with respect to events of default arising from Hertz’s failure to make the full Lease Payment;
WHEREAS, the Forbearance Agreement and the Waiver Agreements expire on the date hereof;
WHEREAS, the Corporations have been actively negotiating with the VFN Noteholders and the
Senior Lenders to extend the protections provided by the Forbearance Agreement and the Waiver
Agreements but, to date, no agreement has been reached to extend the protections provided by the
Forbearance Agreement or the Waiver Agreements or with respect to any alternative financing
strategy or structure;
WHEREAS, the Boards have been presented with proposed voluntary petitions (each, a
“Petition”) to be filed by Holdings and Hertz, respectively, in the United States Bankruptcy Court
for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of chapter
11 of title 11 of the United States Code (the “Bankruptcy Code”), pursuant to which each of the
Corporations would operate as debtor-in-possession (the “Chapter 11 Cases”);
WHEREAS, the Boards have received numerous presentations from and sought the advice of the
Corporations’ management team as well as the financial and legal advisors to the Corporations
with respect to the issues described above and the Corporations’ current and forecasted liquid ity
position; and
WHEREAS, based on their review of all available alternatives and advice provided by such
advisors and professionals, the current lack of access to the capital markets, the downturn in the
Corporations’ business and the uncertainty regarding any recovery, the Boards deem it advisable
and in the best interest of each of the Corporations, their creditors, employees and other
stakeholders to take the actions specified in the following resolutions.
NOW THEREFORE, be it resolved as follows:
CHAPTER 11 CASES
RESOLVED, that each of the Corporations be, and each hereby is, authorized and directed to file
a Petition seeking relief under the provisions of chapter 11 of the Bankruptcy Code; and it is further
RESOLVED, that the Corporations’ Chief Executive Officer, Chief Financial Officer, Treasurer
and General Counsel (each, an “Authorized Officer”) be, and each hereby is, authorized and
directed, on behalf of and in the name of Holdings and Hertz, respectively, to execute and verify
each Petition in the name of Holdings and Hertz, respectively, under chapter 11 of the Bankruptcy
Code and to cause the same to be filed in the Bankruptcy Court in such form and at such time as
the Authorized Officer executing such Petition on behalf of each Corporation shall determine; and
it is further
RETENTION OF PROFESSIONALS
RESOLVED, that each of the Corporations is authorized, and each Authorized Officer be, and
each hereby is, authorized and directed, on behalf of and in the name of each Corporation, to retain
and employ professionals to render services to the Corporations in connection with the Chapter 11
Cases and the transactions contemplated by the foregoing resolutions, and that such professionals
shall include, without limitation: White & Case LLP to act as restructuring counsel and, if
2
applicable, as counsel to the Foreign Representative (as defined below); Richards, Layton &
Finger, PA to act as local Delaware restructuring counsel; Moelis & Company LLC to act as
investment banker and as financial advisor; FTI Consulting to act as financial advisor; and Prime
Clerk LLC to act as claims and noticing agent and administrative advisor; and in connection
herewith, each Authorized Officer is hereby authorized and directed to execute appropriate
retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications
for authority to retain the services of the foregoing; and it is further
RESOLVED, that each of the Corporations is authorized, and each Authorized Officer be, and
each hereby is, authorized and empowered and directed, in the name and on behalf of each
Corporation, to incur and pay or cause to be paid all such fees and expenses as in their judgment
shall be necessary, appropriate, or advisable to effectuate the purpose and intent of any and all of
the foregoing resolutions; and it is further
FOREIGN REPRESENTATIVE
RESOLVED, that Hertz shall act as foreign representative (the “Foreign Representative”) on
behalf of each of the Corporations’ estates in connection with such foreign proceedings as may be
necessary in any foreign country (each, a “Supporting Foreign Proceeding”) and Hertz shall be,
and it hereby is, authorized, and empowered, to (i) execute, verify and/or file, or cause to be filed
and/or executed and/or verified (or direct others to do so on its behalf as provided herein) all
necessary documents and prosecute all actions necessary to the appointment of the Foreign
Representative in respect of any such foreign proceedings, (ii) seek all relief available to a “foreign
representative” in any such Supporting Foreign Proceeding and any further relief that it deems
prudent and to take any and all actions on behalf of each of the Corporations (to the extent allowed
under applicable law) as it deems necessary to seek such relief, and (iii) act as each of the
Corporations’ agent (to the extent allowed under applicable law) in administering the
reorganization of each of the Corporations’ assets and affairs in any Supporting Foreign
Proceeding; and it is further
FURTHER AUTHORIZATIONS REGARDING THE CHAPTER 11 CASES AND
SUPPORTING FOREIGN PROCEEDINGS
RESOLVED, that each of the Corporations is authorized, and each Authorized Officer acting in
consultation with the Corporations’ legal and financial advisors, be, and each hereby is, authorized
and empowered, on behalf of and in the name of Holdings and Hertz, respectively, to execute,
deliver, perform, verify, and/or file, or cause to be executed, delivered, performed, verified, and/or
filed (or direct others to do so on their behalf as provided herein) all necessary documents,
including, without limitation, all petitions, affidavits, statements, schedules, motions, lists,
applications and pleadings, and subject to the Corporations’ Transaction Approval Policy,
contracts, agreements, additional security documents, guarantees, reaffirmations, control
agreements, waivers of or amendments to existing documents, and, in connection with the
foregoing, to employ and retain all assistance by legal counsel and to take any and such other
action in furtherance of these resolutions which such Authorized Officer or Authorized Officers
deem necessary or proper in connection with the Chapter 11 Cases or any Supporting Foreign
Proceeding, including acting in consultation with the Corporations’ legal and financial advisors to
take any and all action necessary or proper in connection with obtaining authorization to use cash
collateral (in such amounts and on such terms as may be agreed by any Authorized Officer,
3
including the grant of replacement and additional liens, as is necessary or proper for the continuing
conduct of the affairs of Holdings and Hertz, respectively, and certain of their respective
subsidiaries and affiliates), with a view to the successful prosecution of the Chapter 11 Cases
contemplated by the foregoing resolutions and the successful consummation of the transactions
contemplated by the foregoing resolutions including, without limitation, any action necessary or
proper to maintain the ordinary-course operation of each of Holdings’ and Hertz’s respective
businesses; and it is further
RESOLVED, that each Authorized Officer, acting in consultation with the Corporations’ legal
and financial advisors, be, and each hereby is, authorized to execute, deliver, and perform any and
all special powers of attorney as such Authorized Officer may deem necessary or desirable to
facilitate consummation of the transactions contemplated by the foregoing resolutions, pursuant to
which such Authorized Officer will make certain appointments of attorneys to facilitate
consummation of the transactions contemplated by the foregoing resolutions as Holdings’ and
Hertz’s respective true and lawful attorneys and authorize each such attorney to execute and deliver
any and all documents of whatsoever nature and description that may be necessary or desirable to
facilitate consummation of the transactions contemplated by the foregoing resolutions; and it is
further
RESOLVED, that each Authorized Officer, acting in consultation with the Corporations’ legal
and financial advisors, be, and each of them hereby is, authorized and empowered to act without
the joinder of any other Authorized Officer in connection with the foregoing resolutions; and
RESOLVED, that all acts lawfully done or actions lawfully taken by any Authorized Officer in
accordance with the foregoing resolutions to seek relief on behalf of Holdings or Hertz under
chapter 11 of the Bankruptcy Code, or in connection with the Chapter 11 Cases or any Supporting
Foreign Proceeding, or any matter related thereto, be, and hereby are, adopted, ratified, confirmed,
and approved in all respects as the acts and deeds of Holdings or Hertz, respectively, in all respects
by the Boards; and it is further
GENERAL AUTHORIZATIONS
RESOLVED, that the directors and officers of the Corporations, including the Authorized
Officers (each, an “Authorized Person”) acting in consultation with the Corporations’ legal and
financial advisors, be, and each of them hereby is, authorized and empowered, in the name and on
behalf of Holdings and Hertz, respectively, in accordance with these resolutions, to do and
perform, or cause or authorize to be done and performed, any and all such other acts, deeds and
things and to make, execute and deliver, or cause to be made, executed and delivered, in the name
and on behalf of Holdings and Hertz, respectively, and under the seal of Holdings and Hertz,
respectively, if requested or as may be necessary or appropriate, any and all such agreements,
undertakings, documents, consents, filings or instruments, with such terms and provisions as any
such Authorized Person may approve, as such Authorized Person may deem necessary or
appropriate to effect the transactions contemplated by the foregoing resolutions, to fulfill
Holdings’ and Hertz’s obligations thereunder, or to carry out the purpose and intent of any and all
of the foregoing resolutions, the execution, delivery or performance thereof, or the taking of any
such action to be conclusive evidence of such approval and authority; and it is further
RESOLVED, that each Authorized Person, acting in consultation with the Corporations’ legal
and financial advisors, be, and each of them hereby is, authorized and empowered to act without
4
the joinder of any other Authorized Person in connection with the foregoing resolutions; and it is
further
RESOLVED, that all actions heretofore taken by any Authorized Person in connection with the
subject matter of any and all of the foregoing resolutions be, and each of them hereby is, approved,
ratified and confirmed in all respects as the act and deed of Holdings and Hertz, respectively,
having the same force as if performed pursuant to the direct authorization of the Boards; and it is
further
RESOLVED, that the omission from these resolutions of any agreement, document, or other
arrangement contemplated by any of the agreements, instruments, filings, or other documents
described in the foregoing resolutions or any action to be taken in accordance with any requirement
of any of the agreements, instruments, filings, or other documents described in the foregoing
resolutions shall in no manner derogate from the authority of the Authorized Person to take all
actions necessary, desirable, proper, advisable, or appropriate to consummate, effectuate, carry
out, or further the transaction contemplated by, and the intent and purposes of, the foregoing
resolutions; and it is further
RESOLVED, that the authority conferred upon any Authorized Person by these resolutions is in
addition to, and shall in no way limit, such other authority as such Authorized Person may have
with respect to the subject matter of the foregoing resolutions, and that the omission from these
resolutions of any agreement or other arrangement contemplated by any of the agreements,
contracts, instruments, or documents described in the foregoing resolutions or any action to be
taken in accordance with any requirement of any of the agreements, instruments, or documents
described in the foregoing resolutions shall in no manner derogate from the authority of any such
Authorized Person to take any and all actions convenient, necessary, advisable, or appropriate to
consummate, effectuate, carry out, perform, or further the transactions contemplated by and the
intents and purposes of the foregoing resolutions.
5
Fill in this information to identify the case:
Name of creditor and complete Name, telephone number, and Nature of the claim Indicate if Amount of unsecured claim
mailing address, including zip code email address of creditor (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in
professional unliquidated, total claim amount and deduction for value of
services, and or disputed collateral or setoff to calculate unsecured claim.
government
contracts)
Total Claim, Deduction for Unsecured
if partially value of claim
secured collateral or
setoff
Wells Fargo National Association, Wells
1 6.000% Senior Notes Due January 2028 Fargo Corporate Trust-DAPS Reorg
Charles W. Scharf, CEO & President Charles W. Scharf, CEO & President
Unsecured Notes $900,000,000.00
600 Fourth Street South, 7th Fl, MAC N9300-070 Phone: (800) 344-5128
Minneapolis, MN 55415 Fax: (866) 969-1290
Email: [email protected]
8 Lyft
Lyft
Logan Green, CEO, Co-Founder & Director
Logan Green, CEO, Co-Founder & Director
Phone: (415) 264-5462 Trade AP D $18,600,000.00
548 Market Street, Suite 68514
Fax: (415) 703-1758
San Francisco, CA 94104
Email: [email protected]
Modified Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 1
Debtor The Hertz Corporation, et al. Case number(if known) TBD
Name
Name of creditor and complete Name, telephone number, and Nature of the claim Indicate if Amount of unsecured claim
mailing address, including zip code email address of creditor (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in
professional unliquidated, total claim amount and deduction for value of
services, and or disputed collateral or setoff to calculate unsecured claim.
government
contracts)
Total Claim, Deduction for Unsecured
if partially value of claim
secured collateral or
setoff
9
AAA AAA
Tim Condon, President & CEO Tim Condon, President & CEO
Trade AP $9,478,447.72
1 Auto Club Drive Phone: (800) 222-6424
Dearborn, MI 48126 Fax: (313) 584-9818
10 Fines Ford
Fines Ford
Robert Fines, Principal
Robert Fines, Principal
10 Simona Dr Fleet $9,478,447.72
Phone: (905) 857-1252
Bolton, ON L7E 4C7
Fax: (905) 857-6640
Canada
Travel Jigsaw
11 Gregory Wills, Managing Director Travel Jigsaw
Fl's 2-4 St George's House, 56 Peter Street Gregory Wills, Managing Director
Trade AP $8,228,426.26
Fls 9-12, Sunlight House Phone: (44) 161-830-5908
Manchester M2 3NQ Fax: (44) (0) 20 8612 8005
United Kingdom
12 United Airlines
United Airlines
Scott Kirby, Chief Executive Officer
Scott Kirby, Chief Executive Officer Trade AP D $7,349,998.00
233 S. Wacker Drive
Phone: (312) 997-8000
Chicago, IL 60606
13 Deloitte
Deloitte Joseph B. Ucuzoglu, CEO (US)
Joseph B. Ucuzoglu, CEO (US) Phone: (212) 492-4000
Trade AP D $7,343,854.00
30 Rockefeller Plaza Fax: (212) 489-1687
New York, NY 10112-0015 Email:
[email protected]
14 COMDATA
COMDATA
Ron Clarke, CEO & Chairman
Ron Clarke, CEO & Chairman Trade AP $7,282,358.50
5301 Maryland Way
Phone: (615) 370-7000
Brentwood, TN 37027
18 Expedia
Expedia
Peter M. Kern, Vice Chairman & CEO
Peter M. Kern, Vice Chairman & CEO
Phone: (425) 679-7200 Trade AP $5,324,782.56
333 108th Ave. NE
Fax:
Bellevue, WA 98004
Email: [email protected]
20 PLATEPASS LLC
PLATEPASS LLC
James D. Tuton, President
James D. Tuton, President Trade AP $3,803,959.23
1150 N Alma School Rd
Phone: (877) 411-4300
Mesa, AZ 85201
Modified Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 2
Debtor The Hertz Corporation, et al. Case number(if known) TBD
Name
Name of creditor and complete Name, telephone number, and Nature of the claim Indicate if Amount of unsecured claim
mailing address, including zip code email address of creditor (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in
professional unliquidated, total claim amount and deduction for value of
services, and or disputed collateral or setoff to calculate unsecured claim.
government
contracts)
Total Claim, Deduction for Unsecured
if partially value of claim
secured collateral or
setoff
21 Hotwire Hotwire
Heather Kernahan, CEO Heather Kernahan, CEO
Trade AP D $3,370,285.84
45 E 20th St Phone: (800) 355-5668
New York, NY 10003 Fax: (425) 679-7251
27 CITY OF CHICAGO
Brent Windom, President CITY OF CHICAGO
Chicago Midway International Airport Brent Windom, President Taxes/Concessions $2,546,999.72
10000 West O'Hare Ave Phone: (800) 832-6352
Chicago, IL 60666
32
SIRIUS XM RADIO INC SIRIUS XM RADIO INC
Scott Greenstein, President Scott Greenstein, President
Trade AP $2,000,000.00
1221 Avenue of the Americas, 36th Fl Phone: (212) 584-5100
New York, NY 10020 Fax: (212) 584-5200
Modified Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 3
Debtor The Hertz Corporation, et al. Case number(if known) TBD
Name
Name of creditor and complete Name, telephone number, and Nature of the claim Indicate if Amount of unsecured claim
mailing address, including zip code email address of creditor (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in
professional unliquidated, total claim amount and deduction for value of
services, and or disputed collateral or setoff to calculate unsecured claim.
government
contracts)
Total Claim, Deduction for Unsecured
if partially value of claim
secured collateral or
setoff
33 BRIDGESTONE/FIRESTONE INC
BRIDGESTONE/FIRESTONE INC
Paolo Ferrari, President, CEO, COO
Paolo Ferrari, President, CEO, COO Trade AP $1,972,360.61
200 4th Ave S.
Phone: (844) 659-5820
Nashville, TN 37201
37 AT&T AT&T
John Stankey, President & CEO John Stankey, President & CEO
Trade AP $1,684,048.44
208 S. Akard Street Phone: (210) 821-4105
Dallas, TX 75202 Fax: (210) 351-2071
42 NISSAN NISSAN
Makoto Uchida, President & CEO Makoto Uchida, President & CEO
Fleet D $1,489,139.60
One Nissan Way Phone: (615) 725-1000
Franklin, TN 37067 Fax: (615) 725-8535
Car Trawler
43 Charlie Coniglio, CEO Car Trawler
Classon House, Dundrum Business Park Charlie Coniglio, CEO
Trade AP $1,333,791.45
Dundrum Phone: (+353) 1 499 9600
Dublin 14 Fax: (+353) (0)1 499 9661
Ireland
44 WAYNE COUNTY
WAYNE COUNTY
Chad Newton, CEO
Chad Newton, CEO
Phone: (734) 247-7678 Taxes/Concessions $1,286,258.16
11050 Rogell Drive #602
Fax: (734) 247-7343
Detroit, MI 48242
Email: [email protected]
Modified Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 4
Debtor The Hertz Corporation, et al. Case number(if known) TBD
Name
Name of creditor and complete Name, telephone number, and Nature of the claim Indicate if Amount of unsecured claim
mailing address, including zip code email address of creditor (for example, trade claim is If the claim is fully unsecured, fill in only unsecured
contact debts, bank loans, contingent, claim amount. If claim is partially secured, fill in
professional unliquidated, total claim amount and deduction for value of
services, and or disputed collateral or setoff to calculate unsecured claim.
government
contracts)
Total Claim, Deduction for Unsecured
if partially value of claim
secured collateral or
setoff
Nissan CN
49 39-40/F, Oxford House
Taikoo Place Nissan CN
979 King’s Road Phone: (+ 86) 2120802188 Fleet $1,262,085.17
Quarry Bay Fax: (+86) 576-7332919
Hong Kong
50
Dueck Richmond
Dueck Richmond
Moray Keith
Moray Keith
12100 Featherstone Way Fleet $1,260,945.00
Phone: (604) 273-1311
Richmond, BC V6W 1K9
Fax: (604) 273-1356
Canada
Modified Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims page 5
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Chapter 11
Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure,
attached hereto as Exhibit I is an organizational chart reflecting all of the ownership interests in
The Hertz Corporation (“Hertz”) and its affiliated debtors, who are each debtors and debtors in
possession in the above-captioned cases (collectively, the “Debtors”). Hertz, on behalf of itself
1. The following entities own ten percent (10%) or more of the equity interests of
1
T he last four digits of T he Hertz Corporation’s tax identification number are 8568. T he location of the debtors’ service address
is 8501 Williams Road, Estero, FL 33928. Due to the large number of debtors in these chapter 11 cases, for which joint
administration for procedural purposes has been requested, a complete list of the debtors and the last four digits of their federal tax
identification numbers is not provided herein. A complete list of such information may be obtained on the website of the debtors’
proposed claims and noticing agent at https://restructuring.primeclerk.com/hertz.
2 T his is based on information regarding beneficial share ownership obtained from the Debtors’ Notice of Annual Meeting and
Proxy Statement dated March 27, 2020. T his list serves as the disclosure required to be made by Hertz Global pursuant to Rule
1007(a)(1) of the Federal Rules of Bankruptcy Procedure. By separate motion filed contemporaneously herewith, Hertz Global is
requesting a waiver of the requirement under Rule 1007(a)(3) to file a list of all of its equity security holders.
3Mr. Icahn, Icahn Partners LP, Icahn Master Fund LP, High River Limited Partnership, Icahn Onshore LP, Icahn Capital LP, IPH
GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Icahn Offshore LP, Hopper Investments
LLC and Barberry Corp., to the knowledge of the Company, are each deemed to have beneficial ownership, as such term is defined
2. Hertz Global owns one hundred percent (100%) of the equity interests of Rental
Car Intermediate Holdings, LLC, which in turn owns one hundred percent (100%) of the equity
interests of Hertz.
3. Hertz owns one hundred percent (100%) of the equity interests of the following
entities:
d. Donlen Corporation;
4. Donlen Corporation owns one hundred percent (100%) of the equity interests of the
following entities:
for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, over more than 5% of the voting securities of the debtor that
are held by the following entities: Icahn Partners LP, Icahn Master Fund LP and High River Limited Partnership.
2
5. Donlen FSHCO Company owns one hundred percent (100%) of the equity interests of
6. Hertz Local Edition Corp. owns one hundred percent (100%) of the equity interests
7. Rental Car Group Company, LLC owns one hundred percent (100%) of the equity
interests of Dollar Thrifty Automotive Group, Inc., which in turn owns one hundred percent
c. Thrifty, LLC
8. DTG Operations, Inc. owns one hundred percent (100%) of the equity interests of
9. Thrifty, LLC owns one hundred percent (100%) of the equity interests of the
following entities:
10. Thrifty Rent-A-Car System, LLC owns one hundred percent (100%) of the equity
11. Dollar Thrifty Automotive Group Canada, Inc. owns one hundred percent (100%)
3
12. Hertz International, Ltd. (a non-debtor) owns one hundred percent (100%) of the
13. Hertz Holdings Netherlands B.V. (a non-debtor) owns one hundred percent (100%)
14. CMGC Canada Acquisition ULC owns one hundred percent (100%) of the equity
4
Exhibit I
(Organizational Chart)
Hertz
Global
Holdings,
Inc. (DE) R
The Hertz
Corporation
(DE)
Hertz Hertz Firefly Hertz Navigation Hertz Executive Hertz Hertz Corp. Ctr. Hertz Hertz Smartz Vehicle Hertz Hertz Hertz Hertz Hertz Global Hertz Rental Car
Donlen HIRE
HVF II GP Corp Transporting, Aircraft, Rent A Car Vehicle Sales Solutions Technologies, Ventures Car Sales Prop. Owners’ System, International Rental Dealership One Funding Vehicle General Services Local Edition Group
Corporation (Bermuda)
(DE) Inc. LLC LLC Corporation LLC Inc. Ltd. LLC Ass’n, Inc. Inc. Ltd. Corporation LLC Corp. Financing Interest Corporation Corp. Company, LLC
(Illinois) Limited
(DE) (DE) (DE) (DE) (DE) (DE) (DE) (DE) (Florida) N (DE) (DE) (DE) (DE) (DE) LLC (DE) LLC (DE) (DE) (DE) (DE)
Dan Ryan Hertz Hertz Hertz Hertz NL Hertz Holdings Hertz Puerto Hertz
Donlen Fleet Hertz Claim Hertz Do Brazil
Car Rentals New Zealand Asia Pacific Asia Pacific Holdings Netherlands Rico Holdings, Investments
Leasing, Ltd Management Ltda.
Limited Holdings Pte. Ltd (Japan), Inc. BV Inc. Ltd.
(Canada) S.L. (Spain) (Brazil) P
(Ireland) O Limited (Singapore) Ltd (DE) (Netherlands) (Puerto Rico) (DE)
Tourism Hertz
Donlen Canada Donlen Canada Puerto
Enterprises New Zealand
Fleet Funding Fleet Ricancars, Inc.
Limited Limited
Corporation Funding LPS (Puerto Rico)
(New Zealand) (New Zealand)
International Hertz Hertz Hertz Apex Hertz Car Rental Hertz Investment Hertz Hertz Claim Hertz Claim Hertz Hertz Hertz Europe
Hertz Hertz Fleet Hertz Finance Hertz Belgium Stuurgroep CMGC Canada Hertz Holdings Hertz de
Fleet Financing International France International RE Processing Consulting (Holdings) Pty. Luxembourg Hertz Italiana Management Management Autopujcovna Management Service Centre
Asia Pacific (Shanghai) Co. Ltd
Limited Centre Limited B.V. Holland B.V. Acquisition ULC III UK Limited Espana S.L.
No. 2 BV Treasury Ltd SAS Limited Limited Limited S.a.r.l. S.r.l. B.V.B.A. B.V. s.r.o. Services Sarl. Limited
Korea Ltd. (China) (Ireland) (Ireland) (Belgium) (Netherlands) (Canada) (U.K.) (Spain)
(Netherlands) (Ireland) (France) (Ireland) (Ireland) (Australia) (Luxembourg) (Belgium) (Netherlands) (C. Republic) (Switzerland) (Ireland)
In re Chapter 11
Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, the above-
captioned debtor and debtor in possession (the “Debtor”) respectfully represents that the
following is the list of holders of the Debtor’s sole class of equity or membership interests:
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders (Official Form 204)
Other document that requires a Consolidated Corporate Ownership Statement and List of Equity Security Holders
declaration__________________________________________________________________________________
I declare under penalty of perjury that the foregoing is true and correct.
05/22/2020
Executed on ______________ 8 /s/ Jamere Jackson
_________________________________________________________________________
MM / DD / YYYY Signature of individual signing on behalf of debtor
Jamere Jackson
________________________________________________________________________
Printed name
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors