UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June 15~~July 7, 2016 (June 9 30, 2016)

THE HERTZ ~~GLOBAL HOLDINGS, INC.~~CORPORATION

~~THE HERTZ CORPORATION~~ (Exact name of registrant as specified in its charter)

DELAWARE	001-33139	20-3530539
DELAWARE	001-07541	13-1938568
(State of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)
	8501 Williams Road
	Estero, Florida 33928
	8501 Williams Road
	Estero, Florida 33928
	(Address of principal executive offices, including zip code)
	(239) 301-7000
	(239) 301-7000
	(Registrant’s telephone number, including area code)

8501 Williams Road

Estero, Florida 33928

(Address of principal executive
offices, including zip code)

(239) 301-7000

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 1.01. ~~Entry~~ENTRY ~~Into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT.

~~7.50%~~Completion ~~Senior~~of ~~Secured Second Priority Notes due 2022 and 7.75% Senior Secured Second Priority Notes due 2024~~Spin-Off

On June 9 30, 2016, ~~Herc Spinoff Escrow Issuer, LLC~~ (the “~~Escrow~~Distribution ~~Issuer LLC~~Date”), aformer ~~wholly owned subsidiary of Herc Rentals Inc. (“HERC”), a wholly owned subsidiary of~~ Hertz Global Holdings, Inc., ~~and~~(now Herc ~~Spinoff~~Holdings ~~Escrow Issuer, Corp~~Inc. ~~(“Escrow~~or ~~Co-Issuer” and, together with Escrow Issuer LLC, the~~ “~~Escrow~~Herc ~~Issuers~~Holdings”), completed a ~~wholly~~spin-off ~~owned subsidiary of Escrow Issuer LLC, issued $610 million aggregate principal amount of their 7.50% Senior Secured Second Priority Notes due 2022~~ (the “~~2022 Notes~~Spin-Off”) ~~and $625 million aggregate principal amount~~ of ~~their~~its ~~7.75%~~car ~~Senior~~rental ~~Secured~~business ~~Second~~through ~~Priority~~a ~~Notes~~dividend ~~due~~to ~~2024~~its ~~(the~~stockholders ~~“2024~~of ~~Notes”~~all ~~and, together with the 2022 Notes, the “Notes”) under an Indenture, dated as~~ of ~~June 9, 2016 (~~the ~~“Base~~issued ~~Indenture”), among the Escrow Issuers, Wilmington Trust National Association, as Trustee (in such capacity, the “Trustee”)~~ and ~~Wilmington~~outstanding ~~Trust,~~common ~~National~~stock ~~Association, as Note Collateral Agent (in such capacity, the “Note Collateral Agent”), as supplemented by the First Supplemental Indenture, dated as~~ of ~~June~~Hertz 9,Rental ~~2016,~~Car ~~among~~Holding ~~the Escrow Issuers~~Company, Inc. ~~the Trustee and the Note Collateral Agent~~ (~~the~~ “~~First~~New ~~Supplemental Indenture~~Hertz”) ~~and the Second Supplemental Indenture~~, ~~dated~~which aswas ofre-named ~~June~~Hertz 9,Global ~~2016~~Holdings, among the Escrow Issuers, the Trustee and the Note Collateral Agent (the “Second Supplemental Indenture” and, collectively with the Base Indenture and the First Supplemental Indenture, the “Indenture”) Inc.

~~Interest~~New onHertz ~~the~~filed ~~2022~~a ~~Notes~~Registration ~~will~~Statement ~~accrue at the rate of 7.50% per annum and will be payable semi-annually in arrears~~ on ~~June~~Form 10 1with ~~and December 1, commencing on December 1, 2016. The 2022 Notes mature on June 1, 2022. Interest on~~ the ~~2024~~Securities ~~Notes~~and ~~will~~Exchange ~~accrue~~Commission atdescribing the ~~rate~~Spin-Off ofthat ~~7.75%~~was ~~per~~declared ~~annum~~effective ~~and will be payable semi-annually in arrears~~ on June ~~1 and December 1~~ 6, ~~commencing on December 1,~~ 2016. ~~The 2024 Notes mature on June 1, 2024.~~

The Escrow Issuers deposited the gross proceeds from the sale of the Notes into an escrow account. Funds on deposit in the escrow account will only be released upon satisfaction of certain conditions. If such conditions are not satisfied, such funds will only be used to repay the Notes. Upon satisfaction of such conditions, the funds will be released from the escrow account (the “Escrow Release”; the date of such release, the “Escrow Release Date”) and will be used to: (i) make certain payments in connection with the separation of Hertz Global Holdings, Inc.’s global equipment rental business from its global car rental business (the “Separation~~”),~~ ~~including cash transfers to The Hertz Corporation (“Hertz”)~~ and ~~its~~Distribution affiliates and (ii) pay fees and other transaction expenses in connection therewith. Substantially concurrently with the Escrow Release, HERC will assume the Escrow Issuers’ obligations under the Notes and the Indenture by entering into one or more supplemental indentures. “The Company” means (i) prior to the assumption by HERC of the obligations of the Escrow Issuers under the Notes and the Indenture, Escrow Issuer LLC and (ii) thereafter, HERC.Agreement

~~Ranking;~~On ~~Guarantee~~June 30, 2016, New Hertz and Herc Holdings entered into a separation and distribution agreement (the “Separation Agreement”). The Separation Agreement sets forth New Hertz’s agreements with Herc Holdings regarding the principal actions taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of New Hertz’s relationship with Herc Holdings following the Spin-Off.

~~Prior~~Internal toReorganization ~~the Escrow Release, the Notes will be the senior secured obligations of the Escrow Issuers, secured by first-priority liens on the Escrowed Funds (as defined below) held in the escrow account. From~~ and ~~after~~Related ~~the~~Financing Escrow Release and prior to the date (the “Grant Date”) on which each of the Subsidiary Guarantors (as defined in the Indenture) grants a security interest in the collateral to the collateral agent under the Senior ABL Facility (as defined in the Indenture), the Notes will be HERC’s senior unsecured obligations, ranking equally in right of payment with all of its existing and future senior indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. From and after the Grant Date (which is expected to be the day of or the day following the Escrow Release), the Notes will be general senior secured indebtedness of HERC.Transactions

~~Prior~~The toSeparation ~~the~~Agreement ~~Grant~~provides ~~Date,~~for the ~~Notes~~transfers ~~will~~of ~~not~~entities beand ~~guaranteed.~~assets ~~From~~ and ~~after~~assumptions ~~the~~of ~~Grant~~liabilities ~~Date,~~necessary to complete the ~~Notes~~Spin-Off, ~~will~~including bethe ~~guaranteed,~~series onof ainternal ~~senior~~reorganization ~~secured~~transactions ~~basis,~~such bythat ~~each~~New ofHertz holds the ~~Subsidiary~~entities ~~Guarantors~~associated with former Hertz Global Holdings, Inc.’s ~~From~~global ~~and~~car ~~after~~rental ~~the~~business, ~~Grant~~including ~~Date~~The Hertz Corporation (“THC”), and Herc Holdings holds the ~~guarantee~~entities ofassociated ~~each~~with ~~Subsidiary~~former ~~Guarantor~~Hertz ~~will~~Global beHoldings, Inc.’s aglobal ~~senior~~equipment ~~secured~~rental ~~obligation~~business, ofincluding ~~that~~Herc ~~Subsidiary~~Rentals ~~Guarantor~~Inc. (“Herc”).

~~Collateral~~Pursuant to the Separation Agreement, Herc made certain cash transfers in the total amount of approximately $2.0 billion to THC and its subsidiaries. New Hertz and THC expect to use the cash proceeds from these transfers to pay down a portion of THC’s corporate debt.

~~The~~Legal ~~security~~Matters ~~interests in the collateral may be released without the consent of the holders of the Notes if collateral is disposed of in a transaction that complies with the terms of the Indenture~~ and ~~the~~Claims; ~~collateral~~Sharing ~~documents, and will be released, so long as any obligations under the Senior ABL Facility are outstanding, upon the release~~ of ~~all~~Certain ~~liens thereon securing such obligations.~~Liabilities

~~Special~~Subject ~~Mandatory~~to ~~Redemption~~any specified exceptions, each party to the Separation Agreement has assumed the liability for, and control of, all pending and threatened legal matters related to its own business, as well as assumed or retained liabilities, and will indemnify the other party for any liability arising out of or resulting from such assumed legal matters.

IfThe ~~(1)~~Separation ~~Escrow~~Agreement ~~Issuer~~provides ~~LLC~~for ~~does~~certain ~~not~~liabilities ~~certify~~ to be shared by the ~~Escrow~~parties. ~~Agent~~New ~~that~~Hertz ~~the~~and ~~conditions~~Herc toHoldings ~~the~~are ~~Escrow~~each ~~Release~~responsible ~~have~~for ~~been~~a ~~met~~portion onof orthese ~~prior~~shared toliabilities. ~~June~~The ~~30,~~division ~~2016~~of (these shared liabilities are set forth in the ~~“Initial~~Separation ~~Outside~~Agreement. ~~Date”)~~New orHertz ~~such~~will ~~other~~generally ~~date~~be asresponsible ~~Escrow~~for ~~Issuer~~managing ~~LLC~~the ~~has~~settlement ~~elected~~or (other disposition of such ~~then~~shared liabilities.

~~applicable~~Other date, the “Outside Date”) or (2) Escrow Issuer LLC notifies the Escrow Agent in writing that it has determined that the Escrow Release will not occur on or prior to the then applicable Outside Date, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from June 9, 2016, or from the most recent date to which interest has been paid or provided for, up to, but not including, the payment date of such mandatory redemption. Any excess amounts remaining in the escrow account after funding such redemption and paying any fees of the Escrow Agent and Trustee will be returned to Escrow Issuer LLC.Matters

~~Redemption~~In addition to those matters discussed above, the Separation Agreement, among other things, (i) governs the transfer of assets and liabilities generally, (ii) terminates all intercompany arrangements between New Hertz and Herc Holdings except for specified agreements and arrangements that will continue following the Spin-Off, (iii) contains further assurances, terms and conditions that require New Hertz and Herc Holdings to use commercially reasonable efforts to consummate the transactions contemplated by the Separation Agreement and the ancillary agreements, (iv) releases certain claims between the parties and their affiliates, successors and assigns, (v) contains mutual indemnification clauses and (vi) allocates expenses of the Spin-Off between the parties.

The Company may redeem the 2022 Notes, in whole or in part, at any time prior to June 1, 2019, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus the applicable make-whole premium. The Company may redeem the 2022 Notes, in whole or in part, at any time (i) on or after June 1, 2019 and prior to June 1, 2020, at a price equal to 103.750% of the principal amount of the 2022 Notes, (ii) on or after June 1, 2020 and prior to June 1, 2021, at a price equal to 101.875% of the principal amount of the 2022 Notes, and (iii) on or after June 1, 2021, at a price equal to 100.000% of the principal amount of the 2022 Notes, in each case, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time prior to June 1, 2019, the Company at its option may redeem up to 40% of the original aggregate principal amount of the 2022 Notes with the proceeds of one or more equity offerings at a redemption price of 107.50%, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.2

The ~~Company~~foregoing ~~may~~description ~~redeem~~of the ~~2024~~Separation ~~Notes,~~Agreement inis ~~whole or in part, at any time prior to June 1, 2019, at~~ a ~~price~~summary ~~equal to 100% of the principal amount thereof, plus accrued~~ and ~~unpaid~~is ~~interest,~~qualified ~~if any, to, but excluding, the redemption date, plus the applicable make-whole premium. The Company may redeem the 2024 Notes,~~ in ~~whole~~its orentirety inby ~~part,~~reference ~~at any time (i) on or after June 1, 2019 and prior~~ to ~~June 1, 2020, at a price equal to 105.813% of~~ the ~~principal~~complete ~~amount~~terms ~~of the 2024 Notes, (ii) on or after June 1, 2020~~ and ~~prior~~conditions ~~to June 1, 2021, at a price equal to 103.875%~~ of the ~~principal~~Separation ~~amount of the 2024 Notes~~Agreement, ~~(iii)~~which onis orattached ~~after~~as ~~June 1, 2021 and prior to June 1, 2022, at a price equal to 101.938% of the principal amount of the 2024 Notes and (iv)~~Exhibit ~~on or after June 1, 2022, at a price equal to 100~~2.~~000% of the principal amount of the 2024 Notes, in each case, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time prior to June~~ 1, ~~2019, the Company at its option may redeem up~~ to ~~40%~~New ofHertz’s ~~the~~Current ~~original~~Report ~~aggregate~~on ~~principal~~Form 8-K ~~amount~~filed ofon ~~the 2024 Notes with the proceeds of one or more equity offerings at a redemption price of 107.750%~~July 7, ~~plus~~2016 ~~accrued~~ and ~~unpaid~~is ~~interest,~~incorporated ifby ~~any,~~reference ~~to, but excluding, the date of redemption~~herein.

Transition Services Agreement

On June 30, 2016, New Hertz and Herc Holdings entered into a Transition Services Agreement (the “Transition Services Agreement”) pursuant to which New Hertz or its affiliates will provide Herc Holdings specified services on a transitional basis to help ensure an orderly transition following the Spin-Off, though New Hertz may request certain transition services to be performed by Herc Holdings. The services to be provided by New Hertz or its affiliates primarily include:

· information technology and network and telecommunications systems support;

· human resources, payroll and benefits;

· accounting and finance;

· treasury;

· tax matters; and

· administrative services.

The Transition Services Agreement generally provides for a term of up to two years following the Distribution Date. With certain exceptions, New Hertz and Herc Holdings have agreed to charge for the services rendered, the allocated costs associated with rendering these services, and may include a mark-up for certain services.

New Hertz has generally agreed to use commercially reasonable efforts to continue to provide to Herc Holdings the services that are the subject of the Transition Services Agreement at a relative level of service substantially similar to that provided in the twelve months preceding the Distribution Date. New Hertz and Herc Holdings have also generally agreed to use commercially reasonable efforts to end their respective needs for the transition services as soon as is reasonably possible.

The supplier of services under the Transition Services Agreement has generally agreed to indemnify the recipient of such services against all liabilities attributable to any third-party claims asserted against the recipient or its affiliates arising from or relating to the supplier’s provision of or failure to provide the services, to the extent arising from or related to the gross negligence, willful misconduct or fraud of the supplier. The recipient of services under the Transition Services Agreement has generally agreed to indemnify the supplier of such services against all liabilities attributable to any third-party claims asserted against the supplier or its affiliates arising from or relating to the supplier’s provision of or failure to provide the services, other than claims for which the supplier would have to indemnify the recipient pursuant to the preceding sentence.

The foregoing description of the Transition Services Agreement is a summary and is qualified in its entirety by reference to the complete terms and conditions of the Transition Services Agreement, which is attached as Exhibit 10.1 to New Hertz’s Current Report on Form 8-K filed on July 7, 2016 and is incorporated by reference herein.

Tax Matters Agreement

On June 30, 2016, New Hertz, THC, Herc Holdings and Herc entered into a Tax Matters Agreement (the “Tax Matters Agreement”) that governs the parties’ rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. Among other matters, New Hertz will continue to have following the Spin-Off joint and several liability with Herc Holdings to the U.S. Internal Revenue Service and certain U.S. state tax authorities for

Herc Holdings’ U.S. federal income and state taxes for the taxable periods in which New Hertz was part of former Hertz Global Holdings, Inc.’s consolidated group. However, the Tax Matters Agreement specifies the portion of this liability for which New Hertz and Herc Holdings bear responsibility, and each party has agreed to indemnify the other against any amounts for which such other party is not responsible. The Tax Matters Agreement provides that New Hertz will generally assume liability for and indemnify Herc Holdings against all U.S. federal, state, local and foreign tax liabilities attributable to New Hertz’s assets or operations for all tax periods prior to the Spin-Off, while Herc Holdings will indemnify New Hertz against all U.S. federal, state, local and foreign tax liabilities attributable to Herc Holdings’ assets or operations for all tax periods prior to the Spin-Off. Though valid as between the parties, the Tax Matters Agreement is not binding on the U.S. Internal Revenue Service or any state, local or foreign taxing authority.

The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the Spin-Off, together with related transactions, is not tax-free. The Tax Matters Agreement provides for covenants that may restrict Herc Holdings’ ability to pursue strategic or other transactions that might otherwise maximize the value of its business and may discourage or delay a change of control that may be considered favorable.

The foregoing description of the Tax Matters Agreement is a summary and is qualified in its entirety by reference to the complete terms and conditions of the Tax Matters Agreement, which is attached as Exhibit 10.2 to New Hertz’s Current Report on Form 8-K filed on July 7, 2016 and is incorporated by reference herein.

Employee Matters Agreement

On June 30, 2016, New Hertz and Herc Holdings entered into an Employee Matters Agreement (the “Employee Matters Agreement”) to allocate liabilities and responsibilities relating to employment matters, employee compensation, benefit plans and programs and other related matters. The Employee Matters Agreement governs New Hertz’s and Herc Holdings’ obligations with respect to such matters for current and former employees of the car rental business and the equipment rental business.

Unless otherwise agreed to, the Employee Matters Agreement provides that Herc Holdings retains or assumes all employment, compensation and benefits liabilities relating to employees who are employed by Herc Holdings following the Spin-Off and former employees whose last employment was with the equipment rental business. Similarly, unless otherwise agreed to, the Employee Matters Agreement provides that New Hertz retains or assumes all employment, compensation and benefits liabilities relating to employees who are employed by New Hertz following the Spin-Off and former employees whose last employment was with the car rental business. The Employee Matters Agreement also addresses equity compensation matters, including the treatment of outstanding equity awards granted by former Hertz Global Holdings, Inc.

In general, the Employee Matters Agreement provides that Herc Holdings and New Hertz will credit each employee with his or her service with former Hertz Global Holdings, Inc. prior to the Spin-Off for all purposes under the benefit plans maintained or established by New Hertz and Herc Holdings as of the Spin-Off, so long as such crediting does not result in a duplication of benefits. Additionally, the Employee Matters Agreement provides that no employee will be considered to have terminated employment from his or her post-Spin-Off employer as a result of the Spin-Off or any associated employment transfer.

In addition to those matters discussed above, the Employee Matters Agreement, among other things, (i) establishes and determines participation in retirement and non-qualified deferred compensation plans of Herc Holdings and New Hertz after the Spin-Off, (ii) contains provisions requiring contributions by Herc Holdings for Herc Holdings employees participating in multiemployer plans and contributions by New Hertz for New Hertz employees participating in New Hertz multiemployer plans, (iii) establishes and determines the participation of active and former employees in the health and welfare plans of Herc Holdings and New Hertz after the Spin-Off, (iv) determines the responsibility of Herc Holdings and New Hertz to provide severance benefits to current and former employees after the Spin-Off, (v) determines the responsibility of Herc Holdings and New Hertz for the payment of

incentive compensation after the Spin-Off and (vi) provides for Herc Holdings and New Hertz to retain or assume individual employment agreements with Herc Holdings and New Hertz employees, respectively, after the Spin-Off.

The foregoing description of the Employee Matters Agreement is a summary and is qualified in its entirety by reference to the complete terms and conditions of the Employee Matters Agreement, which is attached as Exhibit 10.3 to New Hertz’s Current Report on Form 8-K filed on July 7, 2016 and is incorporated by reference herein.

Intellectual Property Agreement

On June 30, 2016, THC, Hertz System, Inc. and Herc entered into an Intellectual Property Agreement (the “Intellectual Property Agreement”) that provides for ownership, licensing and other arrangements regarding the trademarks and related intellectual property that New Hertz and Herc Holdings use in conducting their respective businesses.

The Intellectual Property Agreement allocates ownership between New Hertz and Herc Holdings of all trademarks, domain names and certain copyrights that former Hertz Global Holdings, Inc. or its subsidiaries owned immediately prior to the Distribution Date. The Intellectual Property Agreement generally allocates to New Hertz the trademarks that primarily relate to or are primarily used in the global car rental business, including the Hertz, Dollar, Thrifty, Donlen and Firefly brand names, while Herc Holdings is allocated trademarks that primarily relate to or are primarily used in the global equipment rental business, but are not otherwise associated with the marks being allocated to New Hertz. The Intellectual Property Agreement allocates ownership of domain names between New Hertz and Herc Holdings in a similar manner and allocates ownership of certain copyrights associated with the Hertz brand to New Hertz.

The Intellectual Property Agreement provides that Herc Holdings will continue to have the right to use certain intellectual property associated with the Hertz brand for a period of four years on a no royalty basis. The Intellectual Property Agreement also provides that, for so long as Herc Holdings continues to use certain intellectual property associated with the Hertz brand, Herc Holdings will not directly or indirectly engage in the business of renting and leasing cars, subject to certain exceptions, including that Herc Holdings may continue to rent vehicles to the extent HERC has done so immediately prior to the Spin-Off.

The foregoing description of the Intellectual Property Agreement is a summary and is qualified in its entirety by reference to the complete terms and conditions of the Intellectual Property Agreement, which is attached as Exhibit 10.4 to New Hertz’s Current Report on Form 8-K filed on July 7, 2016 and is incorporated by reference herein.

THC Financing Arrangements

Senior Facilities

Overview

On June 30, 2016, THC, as parent borrower, entered into a credit agreement with Barclays Bank PLC, as administrative agent, collateral agent and swing line lender, Credit Agricole Corporate and Investment Bank, as syndication agent, Bank of America, N.A., Bank of Montreal, BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as co-documentation agents, and the banks and other financial institutions party thereto from time to time, with respect to a new senior secured term facility (the “Senior Term Facility”) and a new senior secured revolving credit facility (the “Senior Revolving Facility” and, together with the Senior Term Facility, the “Senior Facilities”). At THC’s option and subject to certain conditions, certain of THC’s domestic subsidiaries may also become party to the Senior Facilities from time to time, as subsidiary borrowers. The Senior Term Facility consists of a $700 million term loan facility. The Senior Revolving Facility consists of a $1,700 million revolving credit facility, with a portion of the Senior Revolving Facility available for the issuance of letters of credit and the issuance of swing line loans. Subject to the satisfaction of certain conditions and limitations, the Senior Facilities allow for the addition of incremental term and/or revolving loan commitments and

incremental term and/or revolving loans. The full amount of the Senior Facilities was available on June 30, 2016 (the “Closing”). At Closing, THC utilized approximately $700 million of borrowings under the Senior Term Facility to refinance certain existing indebtedness. No borrowings were made at Closing under the Senior Revolving Facility.

Maturity; Prepayments

The Senior Term Facility will mature on June 30, 2023 and will amortize in equal quarterly installments equal to 1% per annum of the original principal amount of the term loans until the maturity date. Voluntary prepayments of borrowings under the Senior Term Facility are permitted at any time, without premium or penalty, except that certain prepayments in connection with certain refinancing transactions within 6 months after the Closing will be subject to a prepayment premium of 1% of the principal amount prepaid. Subject to certain exceptions, the Senior Term Facility is subject to mandatory prepayment in an amount equal to the net cash proceeds of certain asset sales and certain insurance recovery and condemnation events.

The Senior Revolving Facility will mature on June 30, 2021. If at any time the sum of the amount outstanding under the Senior Revolving Facility (including revolving loans, letters of credit outstanding and swing line loans thereunder) exceeds the total amount of lenders’ revolving commitments thereunder (or 105% of such amount in the case of excesses by reason of any change in exchange rates), prepayments of revolving loans will be required in an amount equal to such excess.

Guarantees; Collateral/Security

THC’s obligations under the Senior Facilities are guaranteed by its direct parent and each of its domestic subsidiaries, with certain exceptions, including special purpose securitization subsidiaries and captive insurance subsidiaries. In addition, the Senior Facilities and the guarantees thereunder are secured by security interests in certain material assets of THC and the guarantors, including U.S. intellectual property, pledges of all the capital stock of all the material domestic subsidiaries of THC and the guarantors and up to 65% of the capital stock of each of their direct foreign subsidiaries, material domestic owned real property, receivables relating to rental of vehicles by the rental car business to customers and certain other assets and/or related rights, subject to certain exceptions, including assets securing certain fleet financings. Also, subject to certain limitations and conditions, the Senior Facilities permit the incurrence of future secured debt on a basis either pari passu with or subordinated to the liens securing the Senior Facilities.

Interest

The interest rate applicable to the loans under the Senior Term Facility is based on a floating rate (subject to a LIBOR floor of 0.75%) that varies depending on THC’s consolidated total corporate leverage ratio. The interest rates applicable to the loans under the Senior Revolving Facility are based on a floating rate that varies depending on THC’s consolidated total leverage ratio and corporate ratings.

Covenants

The ~~Indenture~~Senior ~~contains~~Facilities are subject to a number of covenants that, among other things, limit or restrict the ability of ~~(i)~~THC ~~prior to the Escrow Release Date, the Escrow Issuers~~ and ~~(ii) from and after~~ the ~~Escrow~~guarantors ~~Release~~to ~~Date,~~dispose ~~HERC~~of ~~and its restricted subsidiaries~~assets, ~~to:~~ incur additional ~~indebtedness,~~vehicle ~~guarantee~~ indebtedness ~~or issue certain preferred shares; pay dividends on~~, ~~redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase,~~ prepay ~~or redeem~~ subordinated indebtedness;, make ~~loans~~dividends, ~~and~~ investments; ~~create~~and ~~restrictions~~other ~~on the ability of the Company’s~~ restricted ~~subsidiaries~~payments, ~~to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers;~~ create liens~~; transfer or sell assets; consolidate~~, ~~merge~~engage orin ~~sell~~mergers or(in ~~otherwise~~the ~~dispose~~case of ~~all~~THC orand ~~substantially~~the ~~all~~subsidiary ofborrowers), ~~its~~engage ~~assets;~~in ~~enter into~~ certain transactions with affiliates~~; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event~~, ~~the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued~~ and ~~unpaid~~enter ~~interest,~~into ~~if any to (but excluding) the repurchase date. If the Company sells assets under~~ certain ~~circumstances,~~restrictive itagreements ~~must~~limiting ~~use~~ the ~~proceeds~~ability to ~~make~~pledge ~~an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date~~assets.

~~Events~~The foregoing descriptions of ~~Default~~the Senior Facilities and the guarantee and collateral/security agreements thereunder are qualified in their entirety by reference to the complete terms and conditions of Senior Facilities and the guarantee and collateral/security agreements, which are attached as Exhibits 10.7 and 10.8 to New Hertz’s Current Report on Form 8-K filed on July 7, 2016 and are incorporated by reference herein.

The following are events of default under the Indenture: the nonpayment of principal when due; the nonpayment of interest when due continued for 30 days; the failure to comply for 60 days after receipt of requisite notice with specified obligations, covenants or agreements contained in the Notes or the Indenture; the failure of any Subsidiary Guarantor to comply for 45 days with its obligations under its guarantee or a failure of any guarantee of a significant subsidiary to be in full force and effect; failure to pay any indebtedness for borrowed money after final maturity or cross acceleration of material debt if the total amount of such indebtedness exceeds $150.0 million; bankruptcy event of default; judgment default; the failure of any security document securing the Notes to be in full force and effect with respect to any collateral having a fair market value in excess of $150.0 million.6

~~Copies~~Like-Kind ofExchange the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are attached as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated herein by reference. The foregoing descriptions of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of such documents.Agreements

On June 30, 2016, THC, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Sales LLC and Hertz Car Exchange Inc. entered into the (i) Fourth Amended and Restated Master Exchange Agreement with DB Services Americas, Inc. (the “Master Exchange Agreement”) and (ii) Fourth Amended and Restated Escrow Agreement with Deutsche Bank Trust Company Americas (the “Escrow Agreement”). The Master Exchange Agreement provides for, among other provisions, the processes to exchange vehicles under THC’s Like-Kind Exchange Program (“LKE Program”) in order for taxes to be deferred on the sale of such vehicles pursuant to section 1031 of the Internal Revenue Code of 1986, as amended. The Escrow Agreement provides that, among other provisions, Deutsche Bank Trust Company Americas will act as escrow agent in connection with THC’s LKE Program. Under the Escrow Agreement, Deutsche Bank Trust Company Americas is obligated to apply funds deposited in escrow through the sale of vehicles in a manner which serves to implement the LKE Program, including the requirements of the Master Exchange Agreement, unless otherwise required by the specific terms and conditions of the Escrow Agreement.

InThe ~~connection~~foregoing ~~with~~descriptions ~~the issuance~~ of the ~~Notes,~~Master ~~the~~Exchange ~~Escrow Issuers entered into an Escrow~~ Agreement, ~~dated as of June 9, 2016 (the “Escrow Agreement”), with the Trustee~~ and ~~Wilmington Trust, National Association, as~~ Escrow ~~Agent (the “Escrow Agent”). Pursuant to the Escrow~~ Agreement, ~~Escrow~~are ~~Issuer~~qualified ~~LLC~~in ~~has~~their ~~(i)~~entirety ~~instructed~~by ~~the~~reference ~~initial purchasers~~ to ~~deposit with~~ the ~~Escrow~~complete ~~Agent~~terms ~~an amount in cash~~ and~~/or~~ ~~Treasury~~conditions ~~Securities equal to the gross proceeds~~ of the ~~offering~~Master ofExchange ~~the~~Agreement ~~Notes~~ and ~~(ii) arranged for the deposit of an amount in cash and/or Treasury Securities sufficient (as determined solely by~~ Escrow ~~Issuer LLC) to pay interest with respect to the Notes up to~~Agreement, ~~but~~which ~~not~~are ~~including,~~attached ~~the~~as ~~Initial~~Exhibits Outside Date (the cash and/or Treasury Securities deposited in accordance with the immediately preceding clauses (i) and (ii), collectively with any investments thereof and all interest, dividends and other distributions and payments thereon received by the Escrow Agent and any amount deposited pursuant to an extention of the Outside Date, the “Escrowed Funds”)4.1 ~~The Escrow Issuers have granted the Trustee, for the benefit of itself~~ and ~~the holders of the Notes, a first-priority security interest in the Escrow Account and Escrowed Funds to secure the obligations under the Notes pending disbursement upon Escrow Release~~4.2 ~~Pursuant~~ to ~~the~~New ~~Escrow Agreement, the Escrow Agent will release the Escrowed Funds to, or at the order of, Escrow Issuer LLC upon delivery by Escrow Issuer LLC to the Escrow Agent and the Trustee of an Officer~~Hertz’s ~~Certificate~~Current ~~certifying~~Report ~~that~~on ~~the~~Form 8-K ~~following~~filed ~~conditions~~on ~~will be met promptly following the Escrow Release: (i) the transactions which upon consummation thereof will result in the Separation are being initiated; (ii) HERC shall have delivered~~July 7, or2016 ~~shall deliver substantially concurrently with the Escrow Release, one or more supplemental indentures pursuant to which HERC shall assume the obligations of the Escrow Issuers under the Notes~~ and ~~the~~are ~~Indenture;~~incorporated ~~and~~by ~~(iii)~~reference ~~the Separation will be consummated promptly following the Escrow Release~~herein.

AITEM ~~copy of the Escrow Agreement is attached as Exhibit 10.~~1 ~~hereto and incorporated herein by reference~~.02 ~~The~~TERMINATION ~~foregoing~~OF ~~description~~A ofMATERIAL ~~the~~DEFINITIVE ~~Escrow Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement~~AGREEMENT.

~~Item~~In 2connection with the Spin-Off, on June 30, 2016, THC, in each case as parent borrower, terminated (i) its existing credit agreement, dated as of March 11, 2011, as amended, with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the banks and other financial institutions party thereto from time to time, Wells Fargo Bank, National Association, as syndication agent, and Bank of America, N.03A., ~~Creation~~Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as co-documentation agents, governing THC’s existing senior secured term and synthetic letter of acredit ~~Direct~~facility ~~Financial~~and ~~Obligation~~(ii) its orexisting ancredit ~~Obligation~~agreement, ~~under~~dated anas ~~Off~~of March 11, 2011, as amended, with Herc (former Hertz Equipment Rental Corporation), as borrower, Matthews Equipment Limited, Western Shut-~~Balance~~Down ~~Sheet~~(1995) ~~Arrangement~~Limited and Hertz Canada Equipment Rental Partnership, as Canadian borrowers, the banks and other financial institutions party thereto from time to time, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank AG Canada Branch, as Canadian agent and Canadian collateral agent, Wells Fargo Bank, National Association, as co-collateral agent, Wells Fargo Capital Finance, LLC as syndication agent, and Bank of aAmerica, ~~Registrant~~N.A., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as co-documentation agents, governing THC’s existing senior secured asset-based revolving credit facility.

~~The~~ITEM ~~information contained in Item 1~~2.01 ~~concerning~~COMPLETION ~~the~~OF ~~Escrow~~ACQUISITION ~~Issuers’~~OR ~~direct~~DISPOSITION ~~financial~~OF ~~obligations under the Notes is incorporated herein by reference~~ASSETS.

The information included in Item 71.01~~. Regulation~~ FDunder ~~Disclosure~~“Completion of Spin-Off” is incorporated by reference herein.

ITEM ~~On June 15, 2016, HERC posted a revised equity roadshow presentation to the Investor Relations section of Hertz’s website at IR~~2.~~hertz.com. This~~03 ~~presentation~~CREATION ~~revises~~OF ~~the~~A ~~following~~DIRECT ~~information~~FINANCIAL ~~included~~OBLIGATION inOR ~~the~~AN ~~equity~~OBLIGATION ~~roadshow~~UNDER ~~presentation~~AN ~~posted on June 10, 2016 and furnished to the SEC on Form 8~~OFF-~~K: (i)~~BALANCE ~~the~~SHEET ~~Rental~~ARRANGEMENT ~~Revenue~~OF Mix chart on slide 16 and the discretionary spending calculation on slide 36 were revised, and (ii) the reconciliation of non-GAAP financial results to the comparable GAAP measure included on slides 44 and 45 of the appendix was revised to include financial information with respect to Hertz Global Holdings, Inc. (to be renamed Herc Holdings Inc.), the top level holding company of HERC’s equipment rental business following the separation of the equipment rental business from the car rental business of Hertz. Hertz Global Holdings, Inc. has no material assets or stand-alone operations. Certain other minor clarifications were also made to the presentation. A ~~copy of the revised presentation is attached hereto as Exhibit 99~~REGISTRANT.~~1 and incorporated by reference herein.~~

~~Financial~~The information included in ~~the~~Item ~~presentation includes certain non-GAAP financial measures~~1. ~~Reconciliations~~01 ofunder ~~such~~“THC ~~non-GAAP~~Financing ~~financial~~Arrangements” ~~measures~~is toincorporated ~~the~~by ~~comparable~~reference ~~measures calculated and presented in accordance with GAAP are contained in the appendix section of the presentation~~herein.

~~The~~ITEM ~~information set forth in this Item 7~~9.01 ~~shall~~FINANCIAL ~~not~~STATEMENTS beAND deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filingEXHIBITS.

~~CAUTIONARY~~(b) Pro ~~NOTE~~Forma ~~CONCERNING~~Financial ~~FORWARD-LOOKING STATEMENTS~~ Information.

~~Certain~~The ~~statements~~unaudited ~~contained~~pro informa ~~this~~condensed ~~report,~~consolidated ~~and~~statement ~~in related comments by HERC's management, include “forward-looking statements.” Forward-looking statements include information about HERC's liquidity, possible or assumed future results~~ of operations, ~~including descriptions of its business strategies, and outlook~~ for ~~non-residential~~the ~~starts,~~years ~~industrial~~ended ~~production and industrial spending GDP. These statements often include words such as “believe~~December 31,” ~~“expect~~2015,” ~~“project~~2014,” ~~“potential,”~~and ~~“anticipate~~2013,” ~~“intend,”~~unaudited ~~“plan,”~~pro ~~“estimate,”~~forma ~~“seek,”~~condensed ~~“will,”~~consolidated ~~“may,”~~statement ~~“would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that HERC has made in light~~ of ~~its~~operations ~~experience~~for in the ~~industry~~three asmonths ~~well~~ended ~~as its perceptions of historical trends~~March 31, ~~current conditions~~2016, ~~expected~~unaudited ~~future~~pro ~~developments~~forma ~~and~~condensed ~~other~~consolidated ~~factors~~balance ~~HERC~~sheet ~~believes~~as ~~are appropriate in these circumstances. HERC believes these judgments are reasonable, but you should understand that these statements and HERC's financial projections are not guarantees~~ of ~~performance or results~~March 31, ~~and HERC's actual results could differ materially from those expressed in the forward-looking statements and the following financial projections due to a variety of important factors~~2016, ~~both positive~~ and ~~negative. Many factors could affect HERC's actual financial results and could cause actual results to differ materially from those expressed in~~ the ~~forward-looking~~notes ~~statements,~~related ~~including~~thereto, ~~without~~are ~~limitation,~~filed those risks and uncertainties discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the information statement included as ~~an exhibit to the Form 10 filed with the SEC by Hertz Rental Car Holding Company, Inc~~Exhibit 99.1 ~~(“Form 10”). In light of these risks, uncertainties and assumptions, the forward-looking statements contained in the presentation might not prove~~ to bethis ~~accurate~~report and ~~you~~incorporated ~~should not place undue reliance upon them. All forward-looking statements attributable to HERC or persons acting on HERC's behalf are expressly qualified in their entirety~~ by ~~the~~reference ~~foregoing cautionary statements~~herein. All such forward-looking statements speak only as of the date made, and HERC undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Item 9~~(d) Exhibits.01 ~~Financial~~The ~~Statements~~following ~~and~~exhibits ~~Exhibits.~~are filed as part of this report:

~~(d) Exhibits. The following Exhibits are filed herewith as part of this report:~~ 7

Exhibit		Description
4.1		Indenture (including the form of Notes), dated as of June 9, 2016, between Herc Spinoff Escrow Issuer, LLC, Herc Spinoff Escrow Issuer, Corp. and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.
2.1		Separation and Distribution Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc. and Herc Holdings Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
4.2		First Supplemental Indenture, dated as of June 9, 2016, among Herc Spinoff Escrow Issuer, LLC, Herc Spinoff Escrow Issuer, Corp. and Wilmington Trust, National Association, as Trustee and Note Collateral Agent.
4.1		Fourth Amended and Restated Master Exchange Agreement, dated as of June 30, 2016, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Sales LLC, Hertz Car Exchange Inc., and DB Services Americas, Inc. (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
4.3		Second Supplemental Indenture, dated as of June 9, 2016, among Herc Spinoff Escrow Issuer, LLC, Herc Spinoff Escrow Issuer, Corp. and Wilmington Trust, National Association and Note Collateral Agent.
4.2		Fourth Amended and Restated Escrow Agreement, dated as of June 30, 2016, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Sales LLC, Hertz Car Exchange Inc., and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
10.1		~~Escrow~~Transition Services Agreement, dated ~~as of~~ June 930, 2016, ~~between~~by ~~Herc~~and ~~Spinoff~~between ~~Escrow~~Hertz ~~Issuer,~~Global ~~LLC~~Holdings, ~~Herc~~Inc. ~~Spinoff~~and ~~Escrow~~Herc ~~Issuer,~~Holdings ~~Corp~~Inc., ~~Wilmington~~(Incorporated ~~Trust,~~by ~~National~~reference ~~Association,~~to asExhibit ~~Trustee~~10.1 ~~under~~to the ~~Indenture,~~Current ~~and~~Report ~~Wilmington~~on ~~Trust~~Form 8-K of Hertz Global Holdings, ~~National~~Inc. ~~Association~~(File No. 001-37665), as ~~Escrow~~filed ~~Agent~~on July 7, 2016).
99.1		Herc Rentals Revised Presentation.
10.2		Tax Matters Agreement, dated June 30, 2016, by among Herc Holdings Inc., The Hertz Corporation, Herc Rentals Inc. and Hertz Global Holdings, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
10.3		Employee Matters Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc. and Herc Holdings Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
10.4		Intellectual Property Agreement, dated June 30, 2016, by among The Hertz Corporation, Hertz System, Inc. and Herc Rentals Inc. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
10.5		Credit Agreement, dated as of June 30, 2016, among The Hertz Corporation, the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
10.6		Guarantee and Collateral Agreement, dated as of June 30, 2016, made by Rental Car Intermediate Holdings, LLC, The Hertz Corporation and certain of its subsidiaries from time to time party thereto, in favor of Barclays Bank PLC, as collateral agent and administrative agent (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Hertz Global Holdings, Inc. (File No. 001-37665), as filed on July 7, 2016).
99.1		Pro Forma Financial Statements.

~~SIGNATURE~~8

~~Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

~~HERTZ~~Pursuant ~~GLOBAL~~to ~~HOLDINGS,~~the ~~INC.THE~~requirements ~~HERTZ~~of ~~CORPORATION~~the ~~(Registrant)~~Securities ~~By:~~Exchange ~~/s/~~Act ~~Thomas~~of C.1934, ~~Kennedy~~the ~~Name:~~registrant ~~Thomas~~has C.duly ~~Kennedy~~caused ~~Title:~~this ~~Senior~~report ~~Executive~~to ~~Vice~~be ~~President~~signed ~~and~~on ~~Chief~~its ~~Financial~~behalf ~~Officer~~by the undersigned hereunto duly authorized.

~~Date~~THE HERTZ CORPORATION (Registrant) By: ~~June~~ ~~15,~~/s/ ~~2016~~THOMAS C. KENNEDY Name: Thomas C. Kennedy Title: Senior Executive Vice President and Chief Financial Officer

Date: July 7, 2016

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