Obligation Hertz 7.375% ( US428040CG21 ) en USD

Hertz

99.87 % ⇌

Etas-Unis

US428040CG21 ( en USD )

7.375% par an ( paiement semestriel )

14/01/2021 - Obligation échue

Prospectus brochure de l'obligation Hertz US428040CG21 en USD 7.375%, échue

2 000 USD

499 000 000 USD

428040CG2

N/A

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040CG21, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2021

http://www.sec.gov/Archives/edgar/data/47129/000104746911007537/a...
424B3 1 a2205333z424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-173023
PROSPECTUS
Offers to Exchange the Notes of The Hertz Corporation set forth below
(such transactions, collectively, the "exchange offers"):
$700,000,000 aggregate principal amount of 7.50% Senior Notes due 2018 (the "Exchange 2018 Notes") for any
and all outstanding 7.50% Senior Notes due 2018 (the "2018 Notes");
$1,000,000,000 aggregate principal amount of 6.75% Senior Notes due 2019 (the "Exchange 2019 Notes") for
any and all outstanding 6.75% Senior Notes due 2019 (the "2019 Notes"); and
$500,000,000 aggregate principal amount of 7.375% Senior Notes due 2021 (the "Exchange 2021 Notes"
and, together with the Exchange 2018 Notes and the Exchange 2019 Notes, the "Exchange Notes") for
any and all outstanding 7.375% Senior Notes due 2021 (the "2021 Notes" and, together with the 2018
Notes and the 2019 Notes, the "Notes").
The Exchange Notes:
·
The terms of each respective class of Exchange Notes offered in the exchange offers are substantial y
identical to the terms of the corresponding class of Notes, except that the Exchange Notes are registered
under the Securities Act of 1933, as amended (the "Securities Act"), and wil not contain restrictions on
transfer or provisions relating to additional interest, wil bear a different CUSIP or ISIN number from the
Notes and wil not entitle their holders to registration rights.
·
Investing in the Exchange Notes involves risks. You should carefully review the
risk factors beginning on page 16 of this prospectus before participating in the
exchange offer.
The Exchange Offers:
·
Our offers to exchange the Notes for Exchange Notes wil be open until 12:00 midnight, New York City
time, on September 16, 2011, unless extended.
·
No public market currently exists for the Exchange Notes (or the Notes) and the Exchange Notes wil not be
listed on any securities exchange or automated quotation system.
The Guarantees:
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·
The Exchange Notes wil be (as are the Notes) ful y and unconditional y guaranteed on an unsecured basis
by the subsidiaries indicated herein.
Each broker-dealer that receives Exchange Notes for its own account pursuant to any of the exchange
offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange
Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. A broker-dealer who acquired Notes as a result of
market making or other trading activities may use this prospectus, as supplemented or amended from time to
time, in connection with any resales of the Exchange Notes. We have agreed that, for a period of up to 90 days
after the closing of the exchange offers, we will make this prospectus available for use in connection with any
such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission (the "SEC" or the "Commission") nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 19, 2011.
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TABLE OF CONTENTS

SUMMARY
1

RISK FACTORS
16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
36

THE EXCHANGE OFFERS
38

USE OF PROCEEDS
50

CAPITALIZATION
51

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR HERTZ
52

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR DOLLAR THRIFTY
54

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF
HERTZ AND DOLLAR THRIFTY
56

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
71

BUSINESS
109

DESCRIPTION OF CERTAIN INDEBTEDNESS
133

DESCRIPTION OF THE EXCHANGE 2018 NOTES
142

DESCRIPTION OF THE EXCHANGE 2019 NOTES
203

DESCRIPTION OF THE EXCHANGE 2021 NOTES
263

FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES
FOR THE EXCHANGE NOTES
323

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
326

CERTAIN ERISA CONSIDERATIONS
331

PLAN OF DISTRIBUTION
333

LEGAL MATTERS
334

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
334

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1
You should rely only on the information contained or incorporated by reference in this prospectus. We
have not authorized anyone to give you any information or to make any representations about the transaction
we discuss in this prospectus other than as contained in this prospectus. If you are given any information or
representation that is not discussed in this prospectus, you must not rely on that information. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. You should assume that the information appearing in, or incorporated by reference into, this
prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial
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condition, results of operations, and prospects may have changed since that date. The delivery of this
prospectus shall not under any circumstances create any implication that the information contained or
incorporated by reference herein is correct as of any time subsequent to the date hereof.
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the exchange offers, including the merits and risks involved. These securities have not been
recommended by any federal or state securities commission or regulatory authority. Furthermore, the
foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any
representation to the contrary is a criminal offense.
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The Notes and the Exchange Notes have not been and will not be qualified under the securities laws of
any province or territory of Canada. Neither the Notes nor the Exchange Notes are being offered or sold,
directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the
securities laws of any province or territory thereof.
THIS PROSPECTUS CONSTITUTES NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOTES NOR A
SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR
BLUE SKY LAWS.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
In connection with the exchange offers, we have filed with the SEC a registration statement on Form S-4 under the
Securities Act relating to the Exchange Notes to be issued in the exchange offers. As permitted by SEC rules, this
prospectus omits information included in the registration statement. For a more complete understanding of the exchange
offers, you should refer to the registration statement, including its exhibits. With respect to statements in this prospectus
about the contents of any contract, agreement or other document, we refer you to the copy of such contract, agreement
or other document filed or incorporated by reference as an exhibit to the registration statement, and each such
statement is qualified in al respects by reference to the document to which it refers.
The SEC al ows us to incorporate by reference Dol ar Thrifty's information into this prospectus. This means that we
can disclose important information about Dol ar Thrifty to you by referring you to another document filed separately by
Dol ar Thrifty with the SEC. The information about Dol ar Thrifty incorporated by reference is considered to be a part of
this prospectus, except for any information about Dol ar Thrifty that is superseded by information that is included directly
in this prospectus.
This prospectus incorporates by reference the documents listed below that Dol ar Thrifty has filed with the SEC
prior to the date of this prospectus (other than the portions of those documents not deemed to be filed). They contain
important information about Dol ar Thrifty and its financial condition.
Dollar Thrifty Filings (File No. 001-13647)

Period
The audited financial statements for each of the three

Fiscal Year Ended December 31, 2010, as filed on
years in the period ended December 31, 2010 and as of
February 28, 2011
December 31, 2010 and 2009, available at pages 55-91
in the Annual Report on Form 10-K (except for the report
of Dol ar Thrifty's independent public accountants
contained therein, which is not incorporated herein by
reference because the consent of Dol ar Thrifty's
independent public accountants has not yet been
obtained)
The interim financial statements for the quarterly periods
Fiscal Quarter Ended March 31, 2011, as filed on May 5,
ended March 31, 2011 and 2010 and as of March 31,
2011
2011, available at pages 5-25 in the Quarterly Report on
Form 10-Q (except for the report of Dol ar Thrifty's
independent public accountants contained therein, which
is not incorporated herein by reference because the
acknowledgement from Dol ar Thrifty's independent public
accountants has not yet been obtained)
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Dollar Thrifty Filings (File No. 001-13647)

Period
The interim financial statements for the quarterly periods
Fiscal Quarter Ended June 30, 2011, as filed on
ended June 30, 2011 and 2010 and as of June 30, 2011,
August 8, 2011
available at pages 6-26 in the Quarterly Report on
Form 10-Q (except for the report of Dol ar Thrifty's
independent public accountants contained therein, which
is not incorporated herein by reference because the
acknowledgement from Dol ar Thrifty's independent public
accountants has not yet been obtained)
We and Dol ar Thrifty file annual, quarterly and current reports and other information with the SEC. You may read
and copy any documents that we and Dol ar Thrifty file at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. You may cal the SEC at 1-800-SEC-0330 to obtain further information about the public
reference room. In addition, the SEC maintains an Internet website (www.sec.gov) that contains reports, proxy and
information statements and other information about issuers that file electronically with the SEC, including Hertz, Hertz
Holdings and Dol ar Thrifty. The SEC's website address is included in this prospectus as an inactive textual reference
only. You may also access, free of charge, our reports filed with the SEC (for example, our Annual Report on
Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those
forms) indirectly through our Internet website (www.hertz.com). Dol ar Thrifty's website address is www.dtag.com. Our
and Dol ar Thrifty's respective website addresses are included in this prospectus as inactive textual references only. The
information found on our and Dol ar Thrifty's respective website addresses is not part of this prospectus. Our reports
filed with or furnished to the SEC wil be available as soon as reasonably practicable after they are filed with or furnished
to the SEC.
You may also obtain a copy of the registration statement for the exchange offers, other information that we file with
the SEC as wel as the documents of Dol ar Thrifty that have been incorporated by reference in this prospectus at no
cost by cal ing us or writing to us at the fol owing address:
The Hertz Corporation
225 Brae Boulevard
Park Ridge, New Jersey 07656
Attn: Investor Relations
(201) 307-2000
In order to obtain timely delivery of such materials, you must request documents from us no later than
five business days before you make your investment decision or at the latest by September 9, 2011.
MARKET AND INDUSTRY DATA
Information in this prospectus about the car and equipment rental industries, including our general expectations
concerning the industries and our market position and market share, are based on estimates prepared using data from
various sources and on assumptions made by us. We believe data regarding the car and equipment rental industries and
our market position and market share within these industries are inherently imprecise, but general y indicate our size,
position and market share within these industries. Although we believe that the information from third parties (including
industry and general publications and surveys) included or reflected in this prospectus is general y reliable, we have not
independently verified any such third party information and cannot assure you of its accuracy or completeness. While we
are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, particularly
those relating to our general expectations concerning the car and equipment rental industries, involve risks and
uncertainties and are subject to change based on various factors, including those discussed under "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements."
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GENERAL INFORMATION
Unless otherwise indicated or the context otherwise requires, in this prospectus, (i) references to the "Issuer," the
"Company" and "Hertz" mean The Hertz Corporation; (i ) references to "we," "us" and "our" mean Hertz and its
consolidated subsidiaries, (i i) references to "Hertz Holdings" mean Hertz Global Holdings, Inc., our top-level holding
company, (iv) "HERC" means Hertz Equipment Rental Corporation, our wholly owned subsidiary, together with our
various other wholly owned international subsidiaries that conduct our industrial, construction and material handling
equipment rental business, unless otherwise specified, (v) "cars" means cars, crossovers and light trucks (including sport
utility vehicles and, outside North America, light commercial vehicles), (vi) "program cars" means cars purchased by car
rental companies under repurchase or guaranteed depreciation programs with car manufacturers, (vi ) "non-program
cars" mean cars not purchased under repurchase or guaranteed depreciation programs for which the car rental company
is exposed to residual risk and (vi i) "equipment" means industrial, construction and material handling equipment.
While Hertz Holdings is the ultimate parent of Hertz, the Exchange Notes and the Notes are the obligations of Hertz,
as issuer, and not of Hertz Holdings. In addition, Hertz Holdings is not a guarantor of the Exchange Notes or the Notes.
We are a successor to corporations that have been engaged in the car and truck rental and leasing business since
1918 and the equipment rental business since 1965. Hertz was incorporated in Delaware in 1967. Ford Motor Company
("Ford") acquired an ownership interest in Hertz in 1987. Prior to this, Hertz was a subsidiary of United Continental
Holdings, Inc. (formerly Al egis Corporation), which acquired our outstanding capital stock from RCA Corporation in
1985. On December 21, 2005, investment funds associated with or designated by Clayton, Dubilier & Rice, LLC
("CD&R"), The Carlyle Group ("Carlyle"), and BAML Capital Partners ("BAMLCP") (formerly Merril Lynch Global Private
Equity, Inc.), or col ectively the "Sponsors," acquired al of our common stock from Ford Holdings LLC ("Ford Holdings").
We refer to the acquisition of al of our common stock by the Sponsors as the "Acquisition."
On May 9, 2011, Hertz Holdings announced an offer to exchange each issued and outstanding share of common
stock of Dol ar Thrifty Automotive Group, Inc. ("Dol ar Thrifty") for $57.60 in cash and 0.8546 shares of Hertz Holdings
common stock. The offer for Dol ar Thrifty common stock is subject to a number of conditions, including, among others, a
minimum tender of a number of shares of Dol ar Thrifty common stock which, together with Dol ar Thrifty shares then
owned by Hertz Holdings and its subsidiaries, represents at least a majority of the then outstanding shares of Dol ar
Thrifty common stock on a ful y diluted basis, as wel as the receipt of required regulatory approvals. See "Summary
--Recent Developments--Proposed Acquisition of Dollar Thrifty" and "Risk Factors--Risks Related to Acquisition of
Dol ar Thrifty."
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Table of Contents
SUMMARY
This summary highlights selected information regarding us and should be read as an introduction to the more
detailed information included elsewhere in this prospectus. This summary does not contain all the information you
should consider before investing in the Exchange Notes. You should read the following summary carefully together
with the more detailed information, the section entitled "Risk Factors" beginning on page 16, our audited annual
consolidated financial statements and unaudited interim condensed consolidated financial statements, including the
respective accompanying notes, included elsewhere in this prospectus before making any investment decision.
Our Company
We own what we believe is the largest worldwide airport general use car rental brand, operating from
approximately 8,000 locations in approximately 150 countries as of June 30, 2011. Our Hertz brand name is one of the
most recognized in the world, signifying leadership in quality rental services and products. Hertz operates both corporate
and licensee locations in cities and airports in North America, Europe, Latin America, Australia, Asia and New Zealand.
In addition, we have licensee locations in cities and airports in Africa and the Middle East. We are the only car rental
company that has an extensive network of company-operated rental locations both in the United States and in all major
European markets. We believe that we maintain the leading airport car rental brand market share, by overall reported
revenues, in the United States and are one of the leading airport car rental brands at the 94 major airports in Europe
where we have company-operated locations and where data regarding car rental concessionaire activity is available. We
believe that we also maintain the second largest market share, by revenues, in the off-airport car rental market in the
United States. In our equipment rental business segment, we rent equipment through 315 branches in the United States,
Canada, France, Spain, Italy, China and Saudi Arabia, as wel as through our international licensees. We and our
predecessors have been in the car rental business since 1918 and in the equipment rental business since 1965. We have
a diversified revenue base and a highly variable cost structure and are able to dynamically manage fleet capacity, the
most significant determinant of our costs. Our revenues have grown at a compound annual growth rate of 4.7% over the
last 20 years, with year-over-year growth in 16 of those 20 years. For the year ended December 31, 2010 and the six
months ended June 30, 2011, we had total revenues of approximately $7.6 bil ion and $3.9 bil ion, respectively.
Our Business Segments
Our business consists of two reportable segments, car rental and equipment rental. General corporate expenses,
certain interest expense (including net interest on corporate debt), as wel as other business activities, such as
third-party claim management services are included as "other reconciling items."
Car Rental: Our "company-operated" rental locations are those through which we, or an agent of ours, rent cars
that we own or lease. We maintain a substantial network of company-operated car rental locations both in the United
States and international y, and what we believe to be the largest number of company-operated airport car rental
locations in the world, enabling us to provide consistent quality and service worldwide. Our licensees and associates also
operate rental locations in approximately 150 countries and jurisdictions, including most of the countries in which we have
company-operated rental locations.
Equipment Rental: We believe, based on an article in Rental Equipment Register published in May 2011, that HERC
(as defined above in "General Information") is one of the largest equipment rental companies in the United States and
Canada combined. HERC rents a broad range of earthmoving equipment, material handling equipment, aerial and
electrical equipment, air compressors, generators,
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Table of Contents
pumps, smal tools, compaction equipment and construction-related trucks. HERC also derives revenues from the sale of
new equipment and consumables.
Our Markets
We operate in the global car rental industry and in the equipment rental industry.
Worldwide Car Rental
We believe that the global car rental industry exceeds $35 bil ion in annual revenues. According to Auto Rental
News, car rental revenues in the United States are estimated to be approximately $20 bil ion for 2010 and grew in 2010
by 2.5%. We believe car rental revenues in Europe account for approximately $15 bil ion in annual revenues, with the
airport portion of the industry comprising approximately 40% of the total. Within Europe, the largest markets are France,
Germany, Italy, the United Kingdom and Spain. We believe total rental revenues for the car rental industry in Europe in
2010 were approximately $11.9 bil ion in nine countries--France, Germany, Italy, the United Kingdom, Spain, The
Netherlands, Switzerland, Belgium and Luxembourg--where we have company-operated rental locations and
approximately $2.6 bil ion in eight other countries--Greece, Ireland, Portugal, Sweden, Norway, Denmark, Austria and
Finland--where our brand is present through our licensees.
We estimate that rentals by airline travelers at or near airports, or "airport rentals," accounted for approximately
one-half of the total market in the United States in 2010. This portion of the market is significantly influenced by
developments in the travel industry and particularly in airline passenger traffic, or "enplanements." We believe domestic
enplanements increased in 2010 by approximately 1.9% and are expected to increase by 3% in 2011. The International
Air Transport Association, or "IATA," projected in June 2011 that annual global enplanements would increase 4.4% in
2011.
The off-airport portion of the industry has rental volume primarily driven by local business use, leisure travel and the
replacement of cars being repaired. Because Europe has general y demonstrated a lower historical reliance on air travel,
the European off-airport car rental market is significantly more developed than it is in the United States.
Worldwide Equipment Rental
We estimate the size of the U.S. equipment rental industry, which is highly fragmented with few national
competitors and many regional and local operators, declined to approximately $28 bil ion in annual revenues for 2011
from approximately $29 bil ion in 2009, but the part of the rental industry dealing with equipment of the type HERC rents
is somewhat smaller than that. We believe that the industry grew at a 1.6% compound annual growth rate between 2000
and 2011. Other market data indicates that the equipment rental industries in France, Spain, Italy and China generate
approximately $4.5 bil ion, $2.5 bil ion, $2.1 bil ion and $1.1 bil ion in annual revenues, respectively, although the portions
of those markets in which HERC competes are smaller.
The equipment rental industry serves a broad range of customers from small local contractors to large industrial
national accounts and encompasses a wide range of rental equipment from small tools to heavy earthmoving equipment.
We believe U.S. non-residential construction spending decreased at an annual rate of 6% in 2010 and is expected to
decrease at an annual rate of 1% in 2011. We also believe that rental equipment accounted for approximately 40% of al
equipment sold into the U.S. construction industry in 2010, up from approximately 5% in 1993. In addition, we believe
that the trend toward rental instead of ownership of equipment in the U.S. construction industry wil continue and that as
much as 50% of the equipment used in the industry could be rental equipment by 2014.
****
Hertz is incorporated under the laws of the state of Delaware. Our corporate headquarters are located at 225 Brae
Boulevard, Park Ridge, New Jersey 07656. Our telephone number is (201) 307-2000. We maintain a site on the World
Wide Web at www.hertz.com. Please note that the information found on our website is not a part of this prospectus and
this web address is not an active hyperlink.
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