Hertz’s Oro Partners Can’t Be Forced to Sell for Less Than Four Times Their Money

Hertz can’t force the investors in its new Oro fleet unit into a sale unless each of them walks away with four times its money and a 35% annual return, according to the unit’s operating agreement that Hertz filed with the SEC. The contract runs underneath the deal Hertz announced Tuesday, in which Cohen Private Ventures and funds affiliated with Certares and Knighthead paid about $80.89 million for half of Oro’s votes, per Hertz’s 8-K filing.

That floor applies only after Oct. 19, 2029, three years after closing, and only to a sale pushed by a holder of more than half of Oro’s units, which today can only be Hertz. If a deal doesn’t clear it, Hertz has to drop the sale or hand the investors enough of the proceeds to get there. Earnouts and escrows don’t count toward it.

Half the vote, for now

Today the vote is split exactly in half: 15,854,778 voting units for the investors and the same number for Hertz, per the purchase agreement. Hertz also holds 68,290,444 units that carry profits but no vote, and it can convert them to voting units one for one.

The 50% cap lifts on a lawyer’s opinion. Hertz can take the conversion past 50% of the vote once it decides, “on the advice of counsel, which may be internal counsel,” that doing so won’t drag Oro under the covenants in Hertz’s own loan agreements. The investors get notice and can dispute it, and the conversion freezes until that’s settled. Fully converted, Hertz would hold about 84% of the vote on my math, and the agreement doesn’t change the three-and-three board split if that happens.

The board’s chairman, Hertz CEO Gil West, “will not have a tie-breaking casting vote.” If the board deadlocks on a budget, though, the vote moves to all the units, voting and non-voting together, where Hertz holds 84.14%.

What Hertz keeps collecting

Oro leases its whole fleet from Hertz, at about $13.7 million a month over an average of about 4.5 years, the 8-K says. Under the services agreement, Hertz bills any service added later at its cost plus 7.5%, and while Oro licenses the “Oro Powered by Hertz” brand, Hertz takes a 0.5% royalty on Oro’s revenue from renting cars to independent drivers and couriers. The schedule with the main service fees is omitted from the filing.

The investors’ $80.89 million went to Hertz for units Hertz already held, not into Oro, per the purchase agreement. Oro’s cash came from Hertz’s own contribution. The investors paid about $5.10 a unit, which values all of Oro’s units at roughly $510 million before management options, on my math.

The purchase couldn’t close until Hertz had finished a separate buyback of its own bonds from noteholders, which the 8-K puts at a 60% discount and says involved funds affiliated with Certares and Knighthead, with Hertz’s Audit Committee signing off on both. The purchase agreement also lists GCM Grosvenor Strategic Credit among the investors, a name that appears in neither the 8-K nor Hertz’s release.

The investors’ side of the ledger

The investor directors alone decide whether Oro enforces its contracts with Hertz, including whether to end or extend Hertz’s services, without any vote from Hertz’s directors. Oro’s customer cash currently flows through Hertz. If Hertz misses those payments twice in six months, the investor directors can raise new money that dilutes only Hertz, “including by the cancellation of Units owned by the Hertz Members,” unless Hertz fixes it first.

Investors also get their invested capital back first in a liquidation or a forced sale. Ordinary profit distributions are split by ownership.

The investors bought a floor under any forced sale and the sole right to police what Hertz charges Oro, and those terms will shape how Oro is run more than the 15.86% stake will.

Sources

• Hertz Global Holdings Form 8-K (date of report Oct. 16, 2026)
• Exhibit 10.2: Purchase Agreement, Oct. 16, 2026
• Exhibit 10.3: Oro Mobility Holdings LLC Agreement
• Exhibit 10.4: Services Agreement, Oct. 19, 2026
• Exhibit 10.1: Contribution Agreement, Oct. 16, 2026
• Exhibit 99.1: Hertz press release, Oct. 20, 2026