PARK RIDGE, N.J., Oct. 1, 2012 /PRNewswire/ -- Hertz Global
Holdings, Inc. (NYSE: HTZ) (the "Company") announced today that a
newly-formed, wholly-owned subsidiary of the Company, HDTFS, Inc.
(the "Escrow Issuer"), has entered into an agreement to sell
$700,000,000 aggregate principal
amount of 5.875% Senior Notes due 2020 (the "2020 Notes") and
$500,000,000 aggregate principal
amount of 6.250% Senior Notes due 2022 (the "2022 Notes" and,
together with the 2020 Notes, the "Notes") in a private offering
(the "Offering") exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
The closing of the Offering is expected to occur on or about
October 16, 2012, subject to customary closing conditions.
Each series of Notes will pay interest semi-annually in
arrears.
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Concurrently with the closing of the Offering, the gross
proceeds of the Offering (plus an amount related to interest that
would accrue on the Notes through a specified date) will be
deposited into an escrow account until the date on which certain
escrow conditions are satisfied, including the substantially
concurrent (i) consummation of the previously announced cash tender
offer (the "Tender Offer") to purchase all outstanding shares of
common stock of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG)
("Dollar Thrifty") and (ii) assumption of the Escrow Issuer's
obligations under each series of Notes by The Hertz Corporation
("Hertz"), a wholly-owned subsidiary of the Company. From and
after the release of the escrowed funds to Hertz, each series of
Notes will be guaranteed on a senior unsecured basis by the
domestic subsidiaries of Hertz that guarantee its senior credit
facilities from time to time.
Following the release of proceeds of the Offering from escrow to
Hertz upon satisfaction of the escrow conditions, Hertz intends to
use the entire net proceeds from the Offering (i) to finance or
refinance a portion of the consideration payable in the Tender
Offer and subsequent merger (which is subject to the approval of
Dollar Thrifty's shareholders if required by law) of a wholly-owned
subsidiary of Hertz with and into Dollar Thrifty (the
"Acquisition"), (ii) to refinance certain existing indebtedness of
Dollar Thrifty (including by providing funds to Dollar Thrifty for
such purpose) following the consummation of the Tender Offer, (iii)
to pay fees and expenses incurred in connection with the foregoing
transactions and/or (iv) to finance the working capital and
business requirements, and for general corporate purposes, of Hertz
and its subsidiaries.
If the escrow conditions are not satisfied on or prior to
February 26, 2013, the Escrow Issuer
delivers a notification that such conditions will not be satisfied
or the merger agreement governing the Acquisition is terminated,
the Escrow Issuer will be required to redeem each series of Notes
in full at a price equal to 100% of the applicable initial issue
price of such Notes, plus accrued and unpaid interest from the date
of issuance of such Notes up to, but excluding, the payment date of
such mandatory redemption.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes (and the
guarantees of the Notes, which will apply from and after the escrow
release) or any other securities, nor will there be any sale of the
Notes or any other securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. The
Notes (and the guarantees that will apply upon escrow release) will
be issued in reliance on the exemption from the registration
requirements provided by Rule 144A under the Securities Act and,
outside of the United States, only
to non-U.S. investors pursuant to Regulation S under the Securities
Act. None of the Notes and such guarantees have been registered
under the Securities Act or any state securities laws, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.
ABOUT THE COMPANY
Hertz is the largest worldwide airport general use car rental
brand, operating from approximately 8,760 corporate and licensee
locations in approximately 150 countries in North America, Europe, Latin
America, Asia, Australia, Africa, the Middle
East and New Zealand. Hertz
is the number one airport car rental brand in the U.S. and at 119
major airports in Europe. In
addition, the Company has sales and marketing centers in 60
countries which promote Hertz business both within and outside such
country. Product and service initiatives such as Hertz Gold Choice,
Hertz #1 Club Gold®, NeverLost® customized, onboard navigation
systems, Sirius XM Satellite Radio, and unique cars and SUVs
offered through the Company's Adrenaline Prestige and Green
Traveler Collections, set Hertz apart from the competition. In
2008, the Company entered the global car sharing market with its
service now referred to as Hertz On Demand which rents cars by the
hour and/or by the day, at various locations in the U.S.,
Canada and Europe. Hertz
also operates one of the world's largest equipment rental
businesses, Hertz Equipment Rental Corporation, offering a diverse
line of rental equipment, from small tools and supplies to
earthmoving equipment, as well as new and used equipment for sale,
to customers ranging from major industrial companies to local
contractors and consumers, from approximately 330 branches in
the United States, Canada, China, France, Spain
and Saudi Arabia, as well as
through its international licensees. Hertz also owns Donlen
Corporation, based in Northbrook,
Illinois, which is a leader in providing fleet leasing and
management services.
Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements."
Examples of forward-looking statements include information
concerning the Company's outlook, anticipated revenues and results
of operations, as well as any other statement that does not
directly relate to any historical or current fact. These
forward-looking statements often include words such as "believe,"
"expect," "project," "anticipate," "intend," "plan," "estimate,"
"seek," "will," "may," "would," "should," "could," "forecasts" or
similar expressions. These statements are based on certain
assumptions that the Company has made in light of its experience in
the industry as well as its perceptions of historical trends,
current conditions, expected future developments and other factors
that the Company believes are appropriate in these circumstances.
The Company believes these judgments are reasonable, but you should
understand that these statements are not guarantees of performance
or results, and the Company's actual results could differ
materially from those expressed in the forward-looking statements
due to a variety of important factors, both positive and
negative.
Among other items, such factors could include: the effect of the
debt markets on the Offering; our ability to obtain regulatory
approval for and to consummate the Acquisition; the risk that
expected synergies, operational efficiencies and cost savings from
the Acquisition may not be fully realized or realized within the
expected time frame; the risk that unexpected costs will be
incurred in connection with the proposed Dollar Thrifty
Acquisition; the retention of certain key employees of Dollar
Thrifty may be difficult; the operational and profitability impact
of divestitures required to be undertaken to secure regulatory
approval for the Acquisition; levels of travel demand, particularly
with respect to airline passenger traffic in the United States and in global markets;
significant changes in the competitive environment, including as a
result of industry consolidation, and the effect of competition in
our markets, including on our pricing policies or use of
incentives; occurrences that disrupt rental activity during our
peak periods; our ability to achieve cost savings and efficiencies
and realize opportunities to increase productivity and
profitability; an increase in our fleet costs as a result of an
increase in the cost of new vehicles and/or a decrease in the price
at which we dispose of used vehicles either in the used vehicle
market or under repurchase or guaranteed depreciation programs; our
ability to accurately estimate future levels of rental activity and
adjust the size of our fleet accordingly; our ability to maintain
sufficient liquidity and the availability to us of additional or
continued sources of financing for our revenue earning equipment
and to refinance our existing indebtedness; safety recalls by the
manufacturers of our vehicles and equipment; a major disruption in
our communication or centralized information networks; financial
instability of the manufacturers of our vehicles and equipment; any
impact on us from the actions of our licensees, franchisees,
dealers and independent contractors; our ability to maintain
profitability during adverse economic cycles and unfavorable
external events (including war, terrorist acts, natural disasters
and epidemic disease); shortages of fuel and increases or
volatility in fuel costs; our ability to successfully integrate
acquisitions and complete dispositions; our ability to maintain
favorable brand recognition; costs and risks associated with
litigation; risks related to our indebtedness, including our
substantial amount of debt and our ability to incur substantially
more debt and increases in interest rates or in our borrowing
margins; our ability to meet the financial and other covenants
contained in our senior credit facilities, our outstanding
unsecured senior notes and certain asset-backed and asset-based
funding arrangements; changes in accounting principles, or their
application or interpretation, and our ability to make accurate
estimates and the assumptions underlying the estimates, which could
have an effect on earnings; changes in the existing, or the
adoption of new laws, regulations, policies or other activities of
governments, agencies and similar organizations where such actions
may affect our operations, the cost thereof or applicable tax
rates; changes to our senior management team; the effect of
tangible and intangible asset impairment charges; the impact of our
derivative instruments, which can be affected by fluctuations in
interest rates and commodity prices; and our exposure to
fluctuations in foreign exchange rates. Additional information
concerning these and other factors can be found in our filings with
the Securities and Exchange Commission (the "SEC"), including our
most recent Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K.
The Company therefore cautions you against relying on these
forward-looking statements. All forward-looking statements
attributable to the Company or persons acting on the Company's
behalf are expressly qualified in their entirety by the foregoing
cautionary statements. All such statements speak only as of the
date made, and the Company undertakes no obligation to update or
revise publicly any forward‑looking statements, whether as a result
of new information, future events or otherwise.
ADDITIONAL INFORMATION
On September 10, 2012, the Company
filed with the SEC a tender offer statement on Schedule TO
regarding the Tender Offer described herein and Dollar Thrifty
filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 ("Schedule 14D-9"). Investors and
security holders of Dollar Thrifty are strongly advised to read the
tender offer statement (as updated and amended) filed by the
Company with the SEC and Schedule 14D-9 (as updated and amended)
filed by Dollar Thrifty with the SEC, because they contain
important information that Dollar Thrifty's stockholders should
consider before tendering their shares. The tender offer
statement and other documents filed by the Company and Dollar
Thrifty with the SEC are available for free at the SEC's web site
(http://www.sec.gov). Copies of the Company's filings
with the SEC may also be obtained by directing a request to the
Company at (201) 307-2100. Copies of Dollar Thrifty's
filings with the SEC are also available free of charge on Dollar
Thrifty's website at www.dtag.com or by contacting Dollar Thrifty's
Investor Relations Department at (918) 669-2236.
SOURCE The Hertz Corporation
