Hertz Global Holdings Announces Pricing Of $1.2 Billion Private Offering Of Senior Notes
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.
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.
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