Hertz: Another Instance of Vote Rigging:
- Last week, Hertz was in the market with $500 million of add-on notes under its existing 1L indenture.
- Concurrently, Hertz launched a solicitation of consents for amendments to the 1L indenture.
- The Company is rigging the vote by having the new add-on notes be deemed to consent to the amendments.
- We explain the proposed amendments, explain how the vote rigging works, and consider whether the proposed amendments may not actually be allowed under the Indenture.
- Traditionally, bondholders have expected to be protected by indenture covenants unless those protections are amended or waived with consent from a majority of existing holders, but Hertz鈥 vote-rigging move raises the possibility that other issuers may follow suit, eroding these expectations.
Overview
Earlier this year, The Hertz Corporation (the 鈥淐ompany鈥) issued $750 million of 12.625% First Lien Senior Secured Notes due 2029 (the 鈥淚nitial Notes鈥) under a June 28, 2024 Indenture (as supplemented by a July 19, 2024 First Supplemental Indenture, the 鈥淚ndenture鈥). Last week, the Company marketed $500 million of add- on notes under the Indenture (the 鈥淎dditional Notes鈥 and, together with the Initial Notes, the 鈥淣otes鈥). The Additional Notes were marketed via a December 5, 2024 Preliminary Offering Memorandum (the 鈥淧reliminary OM鈥).
Concurrently with the Additional Notes offering, the Company commenced a consent solicitation with respect to certain proposed amendments to the Indenture (the 鈥淧roposed Amendments鈥). The most interesting feature of this consent solicitation is that the Company is rigging the vote by having the Additional Notes be deemed to consent. Due to this vote rigging, the Company has already locked in sufficient votes to ensure that the Proposed Amendments are approved. We explain the Proposed Amendments, explain how the vote rigging works, and consider whether the Proposed Amendments may not actually be allowed under the Indenture.
