Obligation Hertz Corp 5.875% ( US428040CP20 ) en USD

Hertz Corp

100 % ⇌

Etats-unis

US428040CP20 ( en USD )

5.875% par an ( paiement semestriel )

14/10/2020 - Obligation échue

Prospectus brochure de l'obligation Hertz Corp US428040CP20 en USD 5.875%, échue

2 000 USD

699 800 000 USD

428040CP2

N/A

Hertz Global Holdings, Inc. est une entreprise américaine de location de voitures opérant à travers un réseau mondial de succursales et proposant une gamme de véhicules de tourisme et utilitaires.

L'Obligation émise par Hertz Corp ( Etats-unis ) , en USD, avec le code ISIN US428040CP20, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2020

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
424B3 1 a2212699z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Filed pursuant to Rule 424(b)(3)
Registration No. 333-186328
PROSPECTUS
Offers to Exchange the Notes of The Hertz Corporation set forth below (such transactions, collectively, the "exchange offers"):
$250,000,000 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 issued on
March 13, 2012 (the "2019 Notes");
$700,000,000 aggregate principal amount of 5.875% Senior Notes due 2020 (the "Exchange 2020 Notes") for any and all outstanding 5.875% Senior Notes due 2020 issued on
October 16, 2012 (the "2020 Notes"); and
$500,000,000 aggregate principal amount of 6.250% Senior Notes due 2022 (the "Exchange 2022 Notes" and, together with the Exchange 2019 Notes and the Exchange 2020
Notes, the "Exchange Notes") for any and all outstanding 6.250% Senior Notes due 2022 issued on October 16, 2012 (the "2022 Notes" and, together with the 2019 Notes and
the 2020 Notes, the "Notes").
Terms of the Exchange Notes:
·
The terms of each respective class of Exchange Notes offered in the exchange offers are substantially 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 will not contain restrictions on transfer or provisions relating
to additional interest, will bear a different CUSIP or ISIN number from the Notes and will not entitle their holders to registration rights.
·
Investing in the Exchange Notes involves risks. You should carefully review the risk factors beginning on page 21 of this prospectus before participating in the
exchange offers.
The Exchange Offers:
1 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
·
Our offers to exchange the Notes for Exchange Notes will be open until 12:00 midnight, New York City time, on March 5, 2013, unless extended.
·
The Exchange Notes will not be listed on any securities exchange or automated quotation system.
The Guarantees:
·
The Exchange Notes will be (as are the Notes) fully and unconditionally 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 we will make this prospectus available to any
broker-dealer for use in connection with such resale of any class of Exchange Notes for a period of up to 90 days after the completion of the exchange offers. 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 February 5, 2013.
2 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
Table of Contents
TABLE OF CONTENTS

SUMMARY
1

RISK FACTORS
21

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
39

THE EXCHANGE OFFERS
41

USE OF PROCEEDS
53

CAPITALIZATION
54

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR HERTZ
57

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
59

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
72

BUSINESS
116

DESCRIPTION OF CERTAIN INDEBTEDNESS
143

DESCRIPTION OF THE EXCHANGE 2019 NOTES
155

DESCRIPTION OF THE EXCHANGE 2020 NOTES AND THE EXCHANGE 2022 NOTES
216

FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES FOR THE EXCHANGE NOTES
282

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
285

CERTAIN ERISA CONSIDERATIONS
290

PLAN OF DISTRIBUTION
292

LEGAL MATTERS
293

EXPERTS
294

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1
3 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
You should rely only on the information contained 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 this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial 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 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.
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.
i
4 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
Table of Contents
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 all respects
by reference to the document to which it refers.
We file and, prior to and contemporaneously with the Dollar Thrifty Acquisition (defined below), Dollar Thrifty separately filed, annual, quarterly and current reports and other
information with the SEC. You may read and copy any documents that we and Dollar Thrifty have filed at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
You may call 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, prior to and contemporaneously
with the Dollar Thrifty Acquisition, Dollar 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). Our website address is included in this prospectus as an inactive textual reference only. The information found on our
website is not part of this prospectus. Reports filed with or furnished to the SEC will 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 and the other information that we file with the SEC at no cost by calling us or writing to us at the
following 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 February 26, 2013.
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 generally 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 generally 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."
ii
5 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
Table of Contents
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;
(ii) references to "we," "us" and "our" mean Hertz and its consolidated subsidiaries, (iii) 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, material handling and other 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, (vii) "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 (viii) "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 Allegis 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, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC ("CD&R"), The Carlyle Group ("Carlyle") and Merrill Lynch & Co., Inc.
("Merrill Lynch"), or collectively the "Sponsors," acquired all of our common stock from Ford Holdings LLC ("Ford Holdings"). We refer to the acquisition of all of our common stock
by the Sponsors as the "Sponsor Acquisition."
On November 19, 2012, Hertz Holdings completed the acquisition of Dollar Thrifty (the "Dollar Thrifty Acquisition") pursuant to the terms of the Agreement and Plan of Merger,
dated as of August 26, 2012 (the "Merger Agreement"), among Hertz Holdings, Dollar Thrifty and HDTMS, Inc., a wholly owned subsidiary of Hertz ("Merger Sub"). Pursuant to the
Merger Agreement, Merger Sub merged with and into Dollar Thrifty, with Dollar Thrifty continuing as the surviving corporation and a wholly owned subsidiary of Hertz.
iii
6 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
Table of Contents
SUMMARY
This summary highlights selected information regarding us, the exchange offers and the Exchange Notes 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 participating in the exchange offers and investing
in the Exchange Notes. You should read the following summary carefully together with the more detailed information, including but not limited to the sections entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and accompanying notes, included elsewher
in this prospectus before making any investment decision.
Our Company
Hertz operates its car rental business through the Hertz, Dollar and Thrifty brands from approximately 10,400 corporate, licensee and franchisee locations in North America,
Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the largest worldwide airport general use car rental brand, operating from approximately
8,800 corporate and licensee locations in approximately 150 countries. Our Dollar and Thrifty brands have approximately 1,590 corporate and franchisee locations in approximately 82
countries. Our Hertz brand name is one of the most recognized in the world, signifying leadership in quality rental services and products. We are one of the only car rental companies tha
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 at 111 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 approximately 340 branches in the United States, Canada, France, Spain, China and Saudi Arabia, as well 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 also own Donlen Corporation,
based in Northbrook, Illinois, which is a leader in providing fleet leasing and management services. 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 5.2% over the last 20 years, with
year-over-year growth in 17 of those 20 years. For the year ended December 31, 2011 and the nine months ended September 30, 2012, we had total revenues of approximately
$8.3 billion and $6.7 billion, respectively. We completed the Dollar Thrifty Acquisition on November 19, 2012. For the year ended December 31, 2011 and the nine months ended
September 30, 2012, Dollar Thrifty had total revenues of approximately $1.5 billion and $1.2 billion, respectively.
Our Business Segments
Our business consists of two reportable segments: rental and leasing of cars, crossovers and light trucks, or "car rental," and rental of industrial, construction, material handling and
other equipment, or "equipment rental." General corporate expenses, certain interest expense (including net interest on corporate debt), as well as other business activities, such as fees
and certain cost reimbursements from our licensees and 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 internationally, 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 over 140 countries and jurisdictions, including
most of the countries in which we have company-operated rental locations.

1
7 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
8 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
Table of Contents
Equipment Rental: We believe, based on an article in Rental Equipment Register published in May 2012, 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, pumps, small tools, compaction equipment and construction-related trucks. HERC also derives revenues from the sale of new equipment and
consumables, as well as through its Hertz Entertainment Services division.
Our Markets
We are engaged principally in the global car rental industry and in the equipment rental industry.
Worldwide Car Rental
We believe that the global car rental industry exceeds $37 billion in annual revenues. According to Auto Rental News, car rental industry revenues in the United States are estimate
to be approximately $24 billion for 2012 and grew in 2012 by 3.9%. We believe car rental revenues in Europe account for approximately $13 billion in annual revenues, with the airpor
portion of the industry comprising approximately 37% of the total. Within Europe, the largest markets are Germany, France, Spain, Italy and the United Kingdom. We believe total rental
revenues for the car rental industry in Europe in 2012 were approximately $10.6 billion in 10 countries--France, Italy, the United Kingdom, Germany, Spain, the Netherlands, Belgium,
the Czech Republic, Slovakia and Luxembourg--where we have company-operated rental locations and approximately $2.6 billion in 11 other countries--Ireland, Portugal, Sweden,
Greece, Austria, Denmark, Poland, Finland, Hungary, Malta and Romania--where our Hertz 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 2012. This
portion of the market is significantly influenced by developments in the travel industry and particularly in airline passenger traffic, or "enplanements," as well as the Gross Domestic
Product, or "GDP." We believe domestic enplanements in 2012 approximated 2011 levels, however, we expect them to increase by 1.8% in 2013. Current data suggests that U.S. GDP
increased in the third quarter of 2012 at an annual rate of approximately 2.7%. The International Air Transport Association, or "IATA," projected in September 2012 that annual global
enplanements would increase by 4.5% in 2013.
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
generally 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. However, we
believe that in recent years, industry revenues from off-airport car rentals in the United States have grown faster than revenues from airport rentals.
We provide commercial fleet leasing and management services to national corporate customers throughout the United States and Canada through Donlen Corporation, or "Donlen,"
wholly owned subsidiary of Hertz. Donlen is a fully integrated fleet management services provider with a comprehensive suite of product offerings ranging from leasing and managing
vehicle fleets to providing other fleet management services to reduce fleet operating costs.
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, increased from
approximately $28 billion in annual revenues for 2011 to approximately $31 billion in annual revenues for 2012, 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 is expected to grow at a 12.8% compound annual growth rate between 2013

2
9 of 664
2/6/2013 8:44 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913000676/a2212699z424b3.htm
10 of 664
2/6/2013 8:44 AM