The Hertz Corporation Announces Receipt of Requisite Consents for Amendment of Indentures; Extension of Expiration Date for Outstanding Notes; Extension of Date for Eligibility to Receive Total Consideration for Certain Series of Notes
PARK RIDGE, N.J., Oct. 31, 2005 -- The Hertz Corporation ("Hertz") announced on October 17, 2005 that it had commenced tender offers (the "Offers") to purchase for cash any and all of the following outstanding notes described in the table below (the "Notes") and consent solicitations (the "Solicitations") for certain proposed amendments to the indentures pursuant to which the Notes were issued. Hertz announced today that, as of 5:00 p.m., New York City time, on Friday, October 28, 2005, it had received sufficient tenders of Notes to approve the proposed amendments to each such indenture. The amount and percentage of Notes tendered for each series and for each indenture is as follows:
1986 Indenture
Aggregate Aggregate
Outstanding Principal
Principal Title of Amount Percentage
CUSIP/ISIN Number Amount Security Tendered Tendered
428040AP4/ $99,998,000 9% Senior $95,983,000 95.98%
US428040AP48 Notes due
November 1,
2009
Totals for 1986 Indenture: $95,983,000 95.98%
1994 Indenture
Aggregate Aggregate
Outstanding Principal
Principal Title of Amount Percentage
CUSIP/ISIN Number Amount Security Tendered Tendered
428040BM0/ $250,000,000 6.50% Senior $157,741,000 63.10%
US428040BM08 Notes due
May 15, 2006
428040BF5/ $ 6,859,000 6.30% Senior $ 1,912,000 27.88%
US428040BF56 Notes due
November 15,
2006
428040BN8/ $500,000,000 7 5/8% Senior $361,341,000 72.27%
US428040BN80 Notes due
August 15,
2007
428040BK4/ $200,000,000 6 5/8% Senior $155,775,000 77.89%
US428040BK42 Notes due
May 15, 2008
428040BL2/ $300,000,000 6 1/4% Senior $221,945,000 73.98%
US428040BL25 Notes due
March 15, 2009
428040BQ1/ $500,000,000 7.40% Senior $370,510,000 74.10%
US428040BQ12 Notes due
March 1, 2011
428040BJ7/ $250,000,000 7% Senior $213,046,000 85.22%
US428040BJ78 Notes due
January 15,
2028
Totals for 1994 Indenture: $1,482,270,000 73.86%
2001 Indenture
Aggregate Aggregate
Outstanding Principal
Principal Title of Amount Percentage
CUSIP/ISIN Number Amount Security Tendered Tendered
428040BT5/ $500,000,000 4.7% Senior $415,325,000 83.07%
US428040BT50 Notes due
October 2,
2006
428040BV0/ $250,000,000 Floating Rate $240,332,000 96.13%
US428040BV07 Notes due
August 5,
2008
428040BU2/ $600,000,000 6.350% Senior $534,184,000 89.03%
US428040BU24 Notes due
June 15, 2010
428040BS7/ $800,000,000 7 5/8% Senior $597,004,000 74.63%
US428040BS77 Notes due
June 1, 2012
428040BW8/ $250,000,000 6.9% Notes $225,043,000 90.02%
US428040BW89 due August
15, 2014
Totals for 2001 Indenture: $2,011,888,000 83.83%
Each indenture pursuant to which the Notes were issued provides that it may be amended with the consent of holders of not less than a majority in principal amount of all securities outstanding thereunder. As a result of the receipt of these consents, tendered Notes may not be withdrawn and consents may no longer be revoked with respect to the Notes, except in limited circumstances.
Hertz also announced today that it has extended the expiration date of each of the Offers under the Offers to Purchase and Consent Solicitation, dated October 17, 2005, as amended by the Supplement, dated October 21, 2005 (as so amended, the "Statement"), to 5:00 p.m., New York City time, on Wednesday, November 30, 2005, unless such date is extended or earlier terminated.
In addition, Hertz announced today that, with respect to the following series of Notes only (such notes, the "Affected Notes"), it has extended the date by which holders must tender in order to be eligible to receive the "Total Consideration" as set forth with respect to such series of Affected Notes in the Statement. Holders of Affected Notes who tender such Notes prior to 5:00 p.m., New York City time, on Monday, November 14, 2005, will be eligible to receive the Total Consideration, which includes the Early Consent Premium with respect to the Affected Notes. The Affected Notes are as follows:
Aggregate Outstanding
CUSIP/ISIN Number Principal Amount Title of Security
428040BN8/US428040BN80 $500,000,000 7 5/8% Senior Notes due
August 15, 2007
428040BK4/US428040BK42 $200,000,000 6 5/8% Senior Notes due
May 15, 2008
428040BV0/US428040BV07 $250,000,000 Floating Rate Notes due
August 5, 2008
428040BL2/US428040BL25 $300,000,000 6 1/4% Senior Notes due
March 15, 2009
428040AP4/US428040AP48 $ 99,998,000 9% Senior Notes due
November 1, 2009
Holders of Affected Notes who tender their notes after 5:00 p.m., New York City time on Monday, November 14, 2005, but before 5:00 p.m., New York City time, on Wednesday, November 30, 2005, unless such date is extended or earlier terminated, will be eligible to receive the Tender Offer Consideration set forth in the Statement, but will not be eligible to receive the Early Consent Payment set forth in the Statement. Holders of all other series of Notes who tender their notes after 5:00 p.m., New York City time, on Friday, October 28, 2005, but before 5:00 p.m. on Wednesday, November 30, 2005, unless such date is extended or earlier terminated, will also be eligible to receive only the Tender Offer Consideration set forth in the Statement with respect to such Notes.
Holders who tender Notes must also deliver consents to the proposed amendments with respect to the series of such Notes and with respect to the indenture which governs such Notes. Holders may not deliver consents without also tendering their Notes and holders who validly tender their Notes will be deemed by such tender to have delivered their consents.
The Offers are being conducted in connection with the pending sale of Hertz by Ford Holdings LLC to CCMG Holdings, Inc. or to a wholly-owned subsidiary thereof (the "Sale Transaction"). The obligation of Hertz to accept for purchase, and to pay the applicable consideration set forth in the Statement, for Notes validly tendered pursuant to the Offers is conditioned upon the consummation of the Sale Transaction, which is itself subject to certain conditions described in the Statement. Hertz intends to further extend the Expiration Date, if necessary, so that the date on which it initially accepts Notes for payment pursuant to the terms of the Offers coincides with the closing of the Sale Transaction.
As more fully set forth in the Statement, the price determination date with respect to the series of Notes identified as "Fixed Spread Notes" in the Statement will occur at 2:00 p.m., New York City time, at least ten business days prior to the Expiration Date. Hertz expects that the price determination date for the Fixed Spread Notes will occur several business days before the date on which it initially accepts Notes for payment pursuant to the terms of the Offers, which initial acceptance date is intended to coincide with the closing of the Sale Transaction.
Subject to applicable securities law, Hertz reserves the right to waive any and all conditions to any or all of the Offers and Solicitations or extend, terminate or otherwise amend the Offers and/or Solicitations. In connection with the Sale Transaction, Hertz and/or its subsidiary Hertz Finance Centre plc are offering to purchase the outstanding EUR200,000,000 Floating Rate Notes due July 2007 of Hertz Finance Centre plc pursuant to a concurrent tender offer.
Citigroup Corporate and Investment Banking, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Lehman Brothers Inc. are serving as dealer managers and solicitation agents for the Offers and Solicitations; Global Bondholder Services Corporation is serving as information agent and depositary and Deutsche Bank Luxembourg S.A. is serving as Luxembourg tender agent. Questions may be directed to Citigroup Corporate and Investment Banking at (800) 558-3745; Deutsche Bank Securities Inc. at (866) 627-0391; Goldman, Sachs & Co. at (800) 828-3182; J.P. Morgan Securities Inc. at (866) 834-6666; and Lehman Brothers Inc. at (800) 438-3242. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 387-1500 or in writing at 65 Broadway - Suite 704, New York, NY 10006, Attention: Corporate Actions.
About The Hertz Corporation
The Hertz Corporation operates the largest general use car rental business in the world and one of the largest industrial, construction and material handling equipment rental businesses in North America, based on revenues.
Forward-Looking Statements
This news release contains "forward-looking statements." These statements include those that refer to Hertz's expectations about the Sale Transaction. Although Hertz believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. The risks, uncertainties, and assumptions include the possibility that Hertz will be unable to fully realize the benefits anticipated from the Sale Transaction; the possibility that the Sale Transaction may not close including as a result of failure of Hertz to obtain the necessary regulatory approvals and other risks that are described from time to time in the Securities and Exchange Commission (SEC) reports of The Hertz Corporation. Other factors and risks affecting Hertz are contained in Hertz's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2004, and Current Reports on Form 8-K, dated June 15, 2005 and October 17, 2005, filed with the SEC and available on the SEC's website at http://www.sec.gov/. Hertz undertakes no obligation to subsequently update or revise the forward-looking statements made in this news release to reflect events or circumstances after the date of this news release.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes in any state or other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities law of any such state or other jurisdiction. The Offers and Solicitations are only made pursuant to Statement and the related Consent and Letter of Transmittal.
The Offers do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, such Offers shall be deemed to have been made by such dealer managers, or such affiliates, on behalf of The Hertz Corporation.
The Offers are not being made in the Republic of Italy. The Offers and the Statement relating thereto have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Holders of Notes are hereby notified that, to the extent such Holders of Notes are Italian residents and/or persons located in the Republic of Italy, the Offers are not available to them and they may not submit for tender Notes in the Offers. Any acceptance received from such persons shall be ineffective and void, and neither the Offers made by the Statement nor any other offering material relating to the Offers or the Notes may be distributed or made available in the Republic of Italy. In order to ascertain whether a person is located in the Republic of Italy, the applicable laws and regulations governing tender offers in the Republic of Italy shall apply.
The Offers are not being made to, and tenders of Notes will not be accepted from, or on behalf of, holders of Notes 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. There are restrictions on the availability of the Offers in the United Kingdom, France and Belgium as more fully set out in the Statement.