Kroll Issuer Services Case Study

Hertz

In May 2020, Hertz filed for Chapter 11 protection after a downturn in business during the COVID-19
pandemic citing loss of business due to travel restrictions mandated by state governments.
In 2021, Kroll’s Issuer Services practice was engaged as the subscription agent for this matter. In thiscapacity, we worked closely with Hertz Global Holdings, Inc., to generate $1.3 billion (bn) of new
financing through a complex equity rights offering. Concurrently, we were engaged to assist with ascheme of arrangement involving two series of euro-denominated notes, with €725 million (mn)outstanding, providing customary services relating to the court-driven voting and distribution process.
Kroll worked in tandem with the company’s legal, financial, and investment banking teams to execute theappropriate noticing, processing of subscriptions, and distribution of equity.

Equity Rights Offering
In preparation for the rights offerings, thedebtors’ professionals consulted with Kroll todraft rights offering procedures. Using our vast
experience, Kroll assisted in drafting proceduresthat met the current procedural standards forboth the U.S. and European depositories. In
addition, Kroll’s global expertise allowed theissuer to confidently adhere to the complex

noticing, processing, and distribution mechanics
outlined in the rights offering procedures, and thematerials were successfully disseminated toholders of more than 2.7bn notes and holders of
156mn shares of common stock.
Notably, Kroll’s advanced technology ensured
the efficient and accurate processing of over 695
subscription forms and reconciliation of dozens ofwires.

Kroll also worked closely with the U.S. andEuropean depositories to facilitate tendering andblocking events in their respective systems.
Leading up to the subscription deadline, Krollcoordinated with the three depositories to confirm
tendered positions, which were then used to provide
clear reporting to the Debtors’ professionals. Upon
expiration, Kroll identified all valid subscriptions
and prepared results in anticipation of the backstop
party calculations.
Finally, the backstop parties received appropriate
noticing and instructions from Kroll to wire funds,
and as a result, the issuer was able receive thefunds and effectuate timely distributions.

Distributions
After fully reconciling the new equity rights
offerings, a total of $1.3bn in capital was raised.
Kroll prepared the appropriate distribution files inadvance of the closing, which resulted in the
allocation of multiple issues of stock and warrants.

Scheme of Arrangement
Kroll was mandated by the company as
information agent on its U.K. scheme. In thiscapacity, we provided valuable assistance to White& Case LLP in drafting the voting procedures. We
disseminated the information and held scheme
meetings that resulted in a 96% creditor
participation rate.

About Kroll’s Issuer Services Practice
Kroll’s Issuer Services team has over 200 years of combined solicitation and public securities experience andare experts in partnering with clients to provide strategic, effective and well-communicated issuer services.
Successful outcomes require deep subject matter expertise and a high level of professionalism to effectively
interact with a client’s key constituents. Our team has led some of the most complex global consent
solicitations, exchange offers, rights offerings, tender offers and annual and special proxy solicitations.
Learn more about our Issuer Services practice.

About KrollAs the leading independent provider of risk and financial advisory solutions, Kroll leverages our unique insights, data and technology to help clients stay ahead of complex
demands. Kroll’s team of more than 6,500 professionals worldwide continues the firm’s nearly 100-year history of trusted expertise spanning risk, governance, transactionsand valuation. Our advanced solutions and intelligence provide clients the foresight they need to create an enduring competitive advantage. At Kroll, our values define who
we are and how we partner with clients and communities Learn more at Kroll.com.
Kroll Issuer Services (US) is registered in Delaware and its principal office is located at 55 East 52nd Street 17th Floor New York, New York 10055.
Kroll Issuer Services Limited is registered in England and Wales as private limited company with a number 05098454 and office address: The Shard, 32 London Bridge
Street, London, England, SE1 9SG. Kroll Issuer Services Limited is authorized and regulated in the UK by the Financial Conduct Authority with firm reference number 548041.
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