Hertz Global (HTZ) holder to share gains if it sells control stake
Rhea-AI Filing Summary
Hertz Global Holdings, Inc. (HTZ) entered into an amended and restated voting agreement with CK Amarillo LP in connection with settlement of the Cascia v. Farmer litigation. The agreement governs how CK Amarillo votes its ownership stake once its voting power exceeds a specified threshold.
CK Amarillo agreed that any voting power above 45% of Hertz’s total outstanding voting securities (the “Excess Voting Securities”) will be voted in the same proportion as all other stockholder votes or consents, excluding broker non-votes and excluding CK Amarillo’s own votes when determining that proportion. CK Amarillo may vote any non-excess securities at its discretion.
The parties also added a sale of control provision: if CK Amarillo sells 50% or more of Hertz’s outstanding common stock to a third party at a price above the defined Market Price, CK Amarillo must pay other common stockholders an amount based on the percentage of shares sold and the excess of the sale price over Market Price. The agreement terminates when CK Amarillo and its affiliates collectively own under 45% of voting securities and, in addition, after Hertz either completes or terminates its stock repurchase programs authorized in 2021 and 2022.
Positive
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Excess Voting Securities threshold: 45% of the total voting power of all outstanding Voting Securities
Sale of control trigger: 50% or more of the total outstanding shares of common stock
Stock repurchase programs reference years: 2021 and 2022
+1 more
4 metrics
Excess Voting Securities threshold
45% of the total voting power of all outstanding Voting Securities
Portion of CK Amarillo’s voting power that must be voted proportionally with other stockholders
Sale of control trigger
50% or more of the total outstanding shares of common stock
Threshold of HTZ common stock sold by CK Amarillo to a third-party purchaser that activates the sale-of-control payment
Stock repurchase programs reference years
2021 and 2022
Years in which HTZ’s Board authorized stock repurchase programs referenced for agreement termination
Market Price
Defined term in the A&R Voting Agreement
Used to calculate payments to other stockholders if CK Amarillo sells 50% or more of outstanding common shares above this price
Key Terms
Excess Voting Securities, Market Price, sale of control provision, broker non-vote, +1 more
5 terms
Excess Voting Securities financial
"exceed 45% of the total voting power of all of the outstanding Voting Securities (the “Excess Voting Securities”)"
Market Price financial
"if the sale price is above the Market Price (as defined in the A&R Voting Agreement)"
Market price is the current amount buyers are willing to pay and sellers are willing to accept for a share or other security at a given moment, like the tag on an item in a busy shop that changes with demand. It matters to investors because it determines what you would receive when selling or what you must pay to buy now, reflecting supply, demand and recent news that affect perceived value.
sale of control provision financial
"the Company and CK Amarillo added a sale of control provision where if CK Amarillo sells 50%"
broker non-vote regulatory
"without taking into consideration any Voting Securities that are not voted or with respect to which a “broker non-vote”"
A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.
beneficially own financial
"CK Amarillo and any CK Amarillo affiliate, collectively, cease to beneficially own 45% or more"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
What did HTZ announce regarding the amended and restated voting agreement with CK Amarillo?
HTZ entered into an amended and restated voting agreement with CK Amarillo LP. It requires CK Amarillo to mirror other stockholders’ voting outcomes for any voting power above 45% and adds a sale-of-control payment mechanism for certain large share sales above a defined Market Price.
How does the 45% voting power threshold affect CK Amarillo’s voting rights in HTZ?
When CK Amarillo’s voting power exceeds 45% of HTZ’s outstanding voting securities, the excess portion must be voted in the same proportion as all other stockholder votes or consents, excluding broker non-votes and CK Amarillo’s own votes when calculating that proportion.
What is the sale of control provision added for CK Amarillo in HTZ’s agreement?
If CK Amarillo sells 50% or more of HTZ’s outstanding common stock to a third-party purchaser at a price above the defined Market Price, it must pay other common stockholders an amount tied to the percentage sold and the per-share amount by which the sale price exceeds Market Price.
Under what conditions will the amended and restated voting agreement for HTZ terminate?
The agreement terminates when CK Amarillo and its affiliates collectively cease to beneficially own at least 45% of HTZ’s voting securities and, additionally, when HTZ has either fully used the funds authorized under its 2021 and 2022 stock repurchase programs or has terminated those programs.
Does CK Amarillo retain discretion over any of its votes in HTZ?
Yes. CK Amarillo may vote all securities that are not classified as Excess Voting Securities at its discretion. Only the portion of its voting power above the 45% threshold must follow the proportional vote of other HTZ stockholders.
What securities are covered by the voting agreement between HTZ and CK Amarillo?
The agreement covers all Voting Securities of HTZ beneficially owned by CK Amarillo and its affiliates, including common stock and any bonds, debentures, notes, other indebtedness, or equity securities that carry the right to vote on stockholder matters.
AI-generated analysis. How Rhea-AI works. Not financial advice.
