Hertz Extends Tender Offer To Acquire Dollar Thrifty And Extends Escrow Arrangements For Related Financing
PARK RIDGE, NJ--Nov. 5, 2012: Hertz Global Holdings, Inc. today announced that it has extended the expiration date of its previously announced cash tender offer to purchase all outstanding shares of common stock of Dollar Thrifty Automotive Group, Inc. for $87.50 per share. The tender offer is now scheduled to expire at 5:00 p.m., New York City time, on November 16, 2012, unless further extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). The tender offer was previously scheduled to expire at 5:00 p.m., New York City time, on November 5, 2012.
Except for the extension of the tender offer expiration date, all other terms and conditions of the tender offer remain unchanged. The depositary for the tender offer has advised Hertz that, as of the close of business on November 2, 2012, approximately 8,939,401 shares of Dollar Thrifty common stock have been tendered into and not withdrawn from the tender offer (which includes shares subject to guaranteed delivery procedures).
As previously announced on October 18, 2012, Hertz agreed to extend the term of its timing agreement with the Federal Trade Commission until 11:59 p.m. on November 16, 2012. The tender offer is now scheduled to expire on the same date as the timing agreement.
The tender offer statement and related materials have been filed with the SEC. Dollar Thrifty stockholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at (877) 456-3507.
Hertz today also announced that its wholly-owned subsidiary, HDTFS, Inc. (the "Escrow Issuer") has extended the escrow arrangements for its $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"). Proceeds from the offering of the Notes (plus an amount equal to the interest that would accrue on the Notes from the date of issuance to, but excluding, November 24, 2012) were deposited into an escrow account to be held until the date on which certain escrow conditions are satisfied, including the substantially concurrent (1) consummation of the tender offer and (2) assumption of the Escrow Issuer's obligations under each series of Notes by The Hertz Corporation, a wholly-owned subsidiary of Hertz. The Escrow Issuer has extended the outside date of the escrow arrangements to November 30, 2012 and is permitted to further extend the outside date up to February 26, 2013. In connection with the extension, the Escrow Issuer has deposited additional funds into the escrow account in an amount equal to the interest that would accrue on the Notes from November 24, 2012 to, but excluding, December 10, 2012, the redemption date associated with the new outside date of November 30, 2012.