Debt | Debt The Company's debt, including its available credit facilities, consists of the following ($ in millions) as of June 30, 2024 and December 31, 2023: Facility Weighted-Average Interest Rate as of June 30, 2024 Fixed or Maturity June 30, December 31, Non-Vehicle Debt First Lien RCF 8.67% Floating 6/2026 $ 160 $ — Term B Loan 8.86% Floating 6/2028 1,261 1,268 Incremental Term B Loan 9.08% Floating 6/2028 498 500 Term C Loan 8.86% Floating 6/2028 245 245 First Lien Senior Notes 12.63% Fixed 7/2029 750 — Exchangeable Notes (1) 8.00% Fixed 7/2029 250 — Senior Notes Due 2026 4.63% Fixed 12/2026 500 500 Senior Notes Due 2029 5.00% Fixed 12/2029 1,000 1,000 Other Non-Vehicle Debt (2) 7.08% Fixed Various 21 2 Unamortized Debt Issuance Costs and Net (Discount) Premium (3) (90) (66) Total Non-Vehicle Debt 4,595 3,449 Facility Weighted-Average Interest Rate as of June 30, 2024 Fixed or Maturity June 30, December 31, Vehicle Debt HVF III U.S. ABS Program HVF III U.S. Vehicle Variable Funding Notes HVF III Series 2021-A Class A (4) 6.95% Floating 4/2026 1,952 1,492 HVF III Series 2021-A Class B (4) 9.44% Fixed 8/2025 188 188 2,140 1,680 HVF III U.S. Vehicle Medium Term Notes HVF III Series 2021-1 (4) 1.66% Fixed 12/2024 2,000 2,000 HVF III Series 2021-2 (4) 2.12% Fixed 12/2026 2,000 2,000 HVF III Series 2022-1 (4) 2.44% Fixed 6/2025 750 750 HVF III Series 2022-2 (4) 2.78% Fixed 6/2027 750 750 HVF III Series 2022-3 (4) N/A Fixed 3/2024 — 192 HVF III Series 2022-4 (4) 4.22% Fixed 9/2025 667 667 HVF III Series 2022-5 (4) 4.39% Fixed 9/2027 364 364 HVF III Series 2023-1 (4) 6.17% Fixed 6/2026 500 500 HVF III Series 2023-2 (4) 6.30% Fixed 9/2028 300 300 HVF III Series 2023-3 (4) 6.46% Fixed 2/2027 500 500 HVF III Series 2023-4 () 6.66% Fixed 3/2029 500 500 8,331 8,523 Vehicle Debt - Other European ABS (3) 5.47% Floating 3/2026 1,314 1,205 Hertz Canadian Securitization (4) 6.50% Floating 4/2026 450 350 Australian Securitization (4) 5.94% Floating 6/2025 208 203 New Zealand RCF 8.44% Floating 6/2025 57 70 U.K. Financing Facility 7.85% Floating 7/2024-5/2028 187 173 Other Vehicle Debt (5) 6.68% Floating 7/2024-5/2028 144 110 2,360 2,111 Unamortized Debt Issuance Costs and Net (Discount) Premium (57) (72) Total Vehicle Debt 12,774 12,242 Total Debt $ 17,369 $ 15,691 (1) As a result of the bifurcated Exchange Feature, as disclosed below, the effective interest rate at issuance and as of June 30, 2024 was approximately 14.4%. (2) Other non-vehicle debt is primarily comprised of $21 million and $1 million in finance lease obligations (3) Includes approximately $9 million of unamortized debt issuances costs associated with the Exchangeable Notes as of June 30, 2024. (4) Maturity reference is to the earlier "expected final maturity date" as opposed to the subsequent "legal final maturity date." The expected final maturity date is the date by which Hertz and investors in the relevant indebtedness originally expect the outstanding principal of the relevant indebtedness to be repaid in full. The legal final maturity date is the date on which the outstanding principal of the relevant indebtedness is legally due and payable in full. (5) Other vehicle debt is primarily comprised of $98 million and $104 million in finance lease obligations as of June 30, 2024 and December 31, 2023, respectively. Non-Vehicle Debt First Lien Credit Agreement In April 2024, the credit agreement governing the First Lien RCF (the "First Lien Credit Agreement"), which requires Hertz to comply with a financial covenant consisting of a ratio of first lien debt to Consolidated EBITDA ("the First Lien Ratio"), as defined within the First Lien Credit Agreement and may be materially different than Adjusted Corporate EBITDA presented in Part I, Item 2 of this Quarterly Report, was amended ("Amendment No. 8") to require a ratio of less than or equal to 5.0x in the second and third quarters of 2024 and 4.75x in the fourth quarter of 2024 and the first quarter of 2025. Amendment No. 8 also contains a minimum liquidity covenant of $400 million for each month ending in the second and third quarters of 2024 and $500 million for each month ending in the fourth quarter of 2024 and the first quarter of 2025. Liquidity as defined in the First Lien Credit Agreement may be materially different than corporate liquidity presented in Part I, Item 2 of this Quarterly Report. Amendment No. 8 also adds certain limitations on Restricted Payments and Permitted Investments (each as defined in the First Lien Credit Agreement). Under the terms of Amendment No. 8, the increased First Lien Ratio, minimum liquidity covenant, and limitations on Restricted Payments and Permitted Investments will sunset on the first day of the second quarter of 2025. In July 2024, consistent with obligations arising from the issuance of the First Lien Senior Notes and the Exchangeable Notes, as disclosed below, Hertz Holdings entered into a parent guarantee agreement with the administrative agent for the First Lien Credit Agreement. Prior to the issuance of each of the First Lien Senior Notes and the Exchangeable Notes, Hertz Holdings did not guarantee the obligations under the First Lien Credit Agreement. First Lien Senior Notes In June 2024, Hertz issued $750 million in aggregate principal amount of 12.625% First Lien Senior Secured Notes due 2029 (the "First Lien Senior Notes"), which are guaranteed by Hertz Holdings, Rental Car Intermediate Holdings, LLC and each of Hertz’s direct and indirect U.S. subsidiaries that are guarantors under the First Lien Credit Agreement. The First Lien Senior Notes bear interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning in January 2025. The First Lien Senior Notes mature in July 2029. Exchangeable Notes In June 2024, Hertz issued $250 million in aggregate principal amount of 8.000% Exchangeable Senior Second-Lien Secured PIK Notes due 2029 (the “Exchangeable Notes”), which are guaranteed by Hertz Holdings, Rental Car Intermediate Holdings, LLC and each of Hertz’s direct and indirect U.S. subsidiaries that are guarantors under the First Lien Credit Agreement. The Exchangeable Notes bear paid-in-kind ("PIK") interest payable semi-annually in arrears on July 15 and January 15 of each year, beginning in January 2025. The Exchangeable Notes mature in July 2029 (the "Maturity Date"), unless repurchased, redeemed or exchanged (the "Exchange Feature"), in accordance with their terms prior to the Maturity Date. Prior to April 15, 2029, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods. Thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date. The Exchangeable Notes will be exchangeable by holders into shares of Hertz Global common stock, cash or a combination of common stock and cash, at the Company's election, at an initial exchange rate of 150.9388 shares per $1,000 principal amount of Exchangeable Notes, corresponding to an initial exchange price of $6.6252 per share, subject to adjustment upon the occurrence of certain events. The Company may redeem the Exchangeable Notes on or after July 20, 2027 and on or prior to the 31st scheduled trading day immediately preceding the Maturity Date, if the last reported sale price per share of Hertz Global common stock has been at least 250% of the exchange price for the Exchangeable Notes for certain specified periods. The Company may redeem all (but not part) of the Exchangeable Notes at a cash redemption price equal to the initial principal amount of the Exchangeable Notes to be redeemed plus PIK interest on such Exchangeable Notes for each interest payment date occurring on or prior to the redemption date plus accrued and unpaid PIK interest on such Exchangeable Notes to, but not including, the redemption date. At the time of issuance, certain investors affiliated with CK Amarillo LP, which is an affiliate of Hertz Holdings, purchased approximately $44 million of the Exchangeable Notes as further disclosed in Note 14, "Related Party Transactions." Upon issuance, the Company bifurcated the Exchange Feature from the Exchangeable Notes for accounting purposes utilizing applicable guidance. The initial carrying value of the Exchange Feature was $68 million and recorded in non-vehicle debt in the accompanying unaudited consolidated balance sheet as of June 30, 2024, as further disclosed in Note 12, "Fair Value Measurements." Vehicle Debt HVF III U.S. Vehicle Variable Funding Notes In April 2024, Hertz Vehicle Financing III LLC ("HVF III"), a wholly-owned, special-purpose and bankruptcy-remote subsidiary of Hertz, amended the HVF III Series 2021-A Notes to extend the maturity of the Class A Notes to April 2026. In May 2024, HVF III amended the HVF III Series 2021-A Notes to reduce the Tesla concentration limit. HVF III U.S. Vehicle Medium Term Notes HVF III Series 2024-1 Notes and Series 2024-2 Notes: In July 2024, HVF III issued the Series 2024-1 Notes (Class A, Class B, Class C and Class D) and Series 2024-2 Notes (Class A, Class B, Class C and Class D) each in aggregate principal amounts of $375 million with maturity dates of January 2028 and January 2030, respectively. Vehicle Debt-Other European ABS In April 2024, International Fleet Financing No. 2 BV ("IFF No. 2"), an indirect, special purpose subsidiary of Hertz, amended the European ABS to increase the aggregate maximum borrowings from €1.2 billion to €1.3 billion. Additionally, the European ABS was amended to provide for aggregate maximum borrowings of €1.5 billion for a seasonal commitment period beginning in April 2024 through November 2024. Following expiration of the seasonal commitment period, the aggregate maximum borrowings will revert to €1.3 billion. In June 2024, the European ABS was amended to (i) incorporate the Belgium fleet within the European ABS financing structure and (ii) make certain other administrative amendments and revisions for the incorporation of the Belgian fleet (the "Amendments"). The aggregate maximum borrowings available under the European ABS remain unchanged after giving effect to the Amendments. Canadian Securitization In April 2024, TCL Funding Limited Partnership, a bankruptcy remote, indirect, wholly-owned, special purpose subsidiary of Hertz, amended the Hertz Canadian Securitization to increase the aggregate maximum borrowings from CAD$475 million to CAD$625 million until November 2024, reverting to CAD$475 million thereafter until the extended maturity date of April 2026. Australian Securitization In July 2024, HA Fleet Pty Limited, an indirect wholly-owned subsidiary of Hertz, amended the Australian Securitization to extend the maturity date to June 2026. U.K. Financing Facility In June 2024, the U.K. Financing Facility was amended to provide for a seasonal increase in aggregate maximum borrowings from £135 million to £155 million until October 2024. In July 2024, the U.K. Financing Facility was amended to increase aggregate maximum borrowings from £135 million to £170 million, and together with the June 2024 amendment, providing for aggregate maximum borrowings of £190 million for the seasonal commitment period ending October 2024. Upon expiration of the seasonal commitment period, aggregate maximum borrowings will revert to £170 million. Also under the amendment, the maturity date of the U.K. Financing Facility was extended to May 2025. Borrowing Capacity and Availability Borrowing capacity and availability comes from the Company's revolving credit facilities, which are a combination of variable funding asset-backed securitization facilities, cash-flow based revolving credit facilities, asset-based revolving credit facilities and the First Lien RCF. Creditors under each such asset-backed securitization facility and asset-based revolving credit facility have a claim on a specific pool of assets as collateral. With respect to each such asset-backed securitization facility and asset-based revolving credit facility, the Company refers to the amount of debt it can borrow given a certain pool of assets as the borrowing base. The Company refers to "Remaining Capacity" as the maximum principal amount of debt permitted to be outstanding under the respective facility (i.e., with respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the amount of debt the Company could borrow assuming it possessed sufficient assets as collateral) less the principal amount of debt then-outstanding under such facility and, in the case of the First Lien RCF, less any issued standby letters of credit. With respect to a variable funding asset-backed securitization facility or asset-based revolving credit facility, the Company refers to "Availability Under Borrowing Base Limitation" as the lower of Remaining Capacity or the borrowing base less the principal amount of debt then-outstanding under such facility (i.e., the amount of debt that can be borrowed given the collateral possessed at such time). The following facilities were available to the Company as of June 30, 2024 and are presented net of any outstanding letters of credit: (In millions) Remaining Availability Under Non-Vehicle Debt First Lien RCF $ 1,257 $ 1,257 Total Non-Vehicle Debt 1,257 1,257 Vehicle Debt HVF III Series 2021-A 1,813 — European ABS 254 — Hertz Canadian Securitization 6 — Australian Securitization 18 — New Zealand RCF 16 — U.K. Financing Facility 9 3 Other Vehicle Debt 7 — Total Vehicle Debt 2,123 3 Total $ 3,380 $ 1,260 Letters of Credit As of June 30, 2024, there were outstanding standby letters of credit totaling $843 million comprised primarily of $583 million issued under the First Lien RCF and $245 million issued under the Term C Loan. As of June 30, 2024, no capacity remained to issue additional letters of credit under the Term C Loan. Such letters of credit have been issued primarily to provide credit enhancement for the Company's asset-backed securitization facilities and to support the Company's insurance programs, as well as to support the Company's vehicle rental concessions and leaseholds. As of June 30, 2024, none of the issued letters of credit have been drawn upon. Pledges Related to Vehicle Financing Substantially all of the Company's revenue earning vehicles and certain related assets are owned by special purpose entities or are encumbered in favor of the lenders under the various credit facilities, other secured financings or asset-backed securities programs. None of the value of such assets (including the assets owned by Hertz Vehicle Financing III LLC and various other domestic and international subsidiaries that facilitate the Company's international securitizations) will be available to satisfy the claims of unsecured creditors unless the secured creditors are paid in full. The Company has a 25% ownership interest in IFF No. 2, whose sole purpose is to provide commitments to lend under the European ABS in various currencies subject to borrowing bases comprised of revenue earning vehicles and related assets of certain of Hertz International, Ltd.'s subsidiaries. IFF No. 2 is a VIE and the Company is the primary beneficiary; therefore, the assets, liabilities and results of operations of IFF No. 2 are included in the accompanying unaudited condensed consolidated financial statements. As of June 30, 2024 and December 31, 2023, IFF No. 2 had total assets of $1.8 billion and $1.7 billion, respectively, comprised primarily of intercompany receivables, and total liabilities of $1.8 billion and $1.7 billion, respectively, comprised primarily of debt. Covenant Compliance The First Lien Credit Agreement requires Hertz to comply with the following financial covenant: the First Lien Ratio, which requires a ratio of less than or equal to 3.0x in the first and last quarters of the calendar year and 3.5x in the second and third quarters of the calendar year. Amendment No. 8 temporarily increases the First Lien Ratio and contains a minimum liquidity covenant for each fiscal quarter beginning in the second quarter of 2024 and will sunset on the first day of the second quarter of 2025, as disclosed above. As of June 30, 2024, Hertz was in compliance with the First Lien Ratio, as temporarily amended. Additionally, the First Lien Credit Agreement, the First Lien Senior Notes, the Exchangeable Notes, the Senior Notes Due 2026 and the Senior Notes Due 2029 (collectively, the "Corporate Indebtedness") contain customary affirmative covenants including, among other things, the delivery of quarterly and annual financial statements and/or compliance certificates, and covenants related to conduct of business, maintenance of property and insurance, compliance with environmental laws and, where applicable, the granting of security interests for the benefit of the secured parties under the applicable agreements on after-acquired real property, fixtures and future subsidiaries. The terms of the Corporate Indebtedness contain covenants limiting the ability of Hertz and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, Hertz Global capital stock; make certain investments or other restricted payments; sell certain assets; transfer intellectual property to unrestricted subsidiaries; merge, consolidate or sell all or substantially all of its assets; and create restrictions on the ability of Hertz’s restricted subsidiaries to pay dividends or other amounts to Hertz. As per the terms of the Corporate Indebtedness, these covenants are subject to a number of important and significant limitations, qualifications and exceptions. As of June 30, 2024, the Company was in compliance with all covenants under the terms of the agreements governing the respective Corporate Indebtedness. |