ESTERO, Fla., May 31, 2017 /PRNewswire/ -- Hertz Global
Holdings, Inc. (NYSE: HTZ) (the "Company") announced today that its wholly-owned subsidiary, The Hertz Corporation ("Hertz"), has
entered into an agreement to sell $1.25 billion aggregate principal amount of 7.625% Senior Second
Priority Secured Notes due 2022 (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 Offering is expected to close on or about June 6, 2017, subject to customary closing conditions.
The Notes will pay interest semi-annually in arrears. The Notes are expected to be guaranteed on a senior second priority
secured basis by the domestic subsidiaries of Hertz that guarantee its senior credit facilities from time to time.
Hertz intends to use a portion of the net proceeds from the issuance of the Notes, together with available cash, to redeem in
full all of its outstanding $250.0 million aggregate principal amount of 4.25% Senior Notes due
2018 (the "2018 Notes") and $450.0 million aggregate principal amount of 6.75% Senior Notes due
2019 (the "2019 Notes"). Hertz intends to use the remaining net proceeds from the issuance of the Notes, together with available
cash, to refinance certain of its other existing indebtedness in one or more transactions following the consummation of the
Offering, which may include repayments of outstanding borrowings and/or commitment reductions with respect to its senior credit
facilities and/or repurchases, redemptions or retirements of certain of its other senior notes.
On May 30, 2017, Hertz provided conditional notices (each, a "Notice of Conditional Redemption")
to Wells Fargo Bank, National Association, as trustee (the "Trustee"), of its intent to redeem in full its outstanding (i) 2018
Notes, pursuant to the Indenture, dated as of October 16, 2012, as supplemented (the "2018
Indenture") and (ii) 2019 Notes, pursuant to the Indenture, dated as of February 8, 2011, as
supplemented (the "2019 Indenture"), in each case, among Hertz, the guarantors from time to time party thereto, and the Trustee.
The redemptions of the 2018 Notes and 2019 Notes are subject to the satisfaction of specified conditions precedent set forth in
the applicable Notice of Conditional Redemption, including the consummation of the Offering of the Notes. The Notices of
Conditional Redemption were sent by the Trustee to the registered holders of the 2018 Notes and 2019 Notes in accordance with the
requirements of the 2018 Indenture and 2019 Indenture, respectively, on May 30, 2017.
The anticipated redemption date is June 29, 2017 or, if the conditions precedent are not
satisfied on or prior to June 29, 2017, such later date (but not later than July 29, 2017) as such conditions precedent are so satisfied (such date of such redemption, the "Redemption
Date"). The redemption price for the 2018 Notes will be equal to 100.0% of the principal amount of the 2018 Notes, plus the
applicable "make-whole", plus accrued but unpaid interest thereon to the Redemption Date. The redemption price for the 2019
Notes will be equal to 100.0% of the principal amount of the 2019 Notes, plus accrued but unpaid interest thereon to the
Redemption Date.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes (and the
guarantees of the Notes) or any other securities, nor will there be any sale of the Notes (or any guarantees of the Notes) or any
other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction. The Notes (and the guarantees of
the Notes) will be issued in reliance on the exemption from the registration requirements provided by Rule 144A under the
Securities Act and, outside of the United States, only to non-U.S. investors pursuant to
Regulation S under the Securities Act. None of the Notes (or the guarantees of the Notes) have been registered under the
Securities Act or any state or other jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the
Securities Act and applicable state and other jurisdiction's securities laws.
This press release does not constitute a notice of redemption under the 2018 Indenture or the 2019 Indenture nor an offer to
tender for, or purchase, any 2018 Notes, any 2019 Notes or any other security. There can be no assurances that the conditions
precedent to the redemptions will be satisfied or that the redemptions will occur.
ABOUT HERTZ
The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc., operates the Hertz, Dollar and Thrifty vehicle rental
brands in approximately 9,700 corporate and franchisee locations throughout North America,
Europe, The Caribbean, Latin
America, Africa, the Middle East, Asia, Australia and New Zealand. The Hertz
Corporation is one of the largest worldwide airport general use vehicle rental companies, and the Hertz brand is one of the most
recognized in the world. Product and service initiatives such as Hertz Gold Plus Rewards, Ultimate Choice, Carfirmations, Mobile
Wi-Fi and unique vehicles offered through the Adrenaline, Dream, Green and Prestige Collections set Hertz apart from the
competition. Additionally, The Hertz Corporation owns the vehicle leasing and fleet management leader Donlen Corporation,
operates the Firefly vehicle rental brand and Hertz 24/7 car sharing business in international markets and sells vehicles through
Hertz Car Sales.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release include "forward-looking statements." Forward-looking statements include
information concerning the Company's liquidity and its possible or assumed future results of operations, including descriptions
of its business strategies. These statements often include words such as "believe," "expect," "project," "potential,"
"anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar
expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the
industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it
believes are appropriate in these circumstances. The Company believes these judgments are reasonable, but you should understand
that these statements are not guarantees of performance or results, and the Company's actual results could differ materially from
those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be
revised or supplemented in subsequent reports on Forms 10-K, 10-Q and 8-K filed or furnished to the Securities and Exchange
Commission ("SEC").
Among other items, such factors could include: the effect of the debt markets on the Offering; Hertz's ability to satisfy the
closing conditions to the Offering; Hertz's ability to satisfy the conditions to the redemption of the 2018 Notes and the 2019
Notes; any claims, investigations or proceedings arising as a result of the restatement in 2015 of the Company's previously
issued financial results; the Company's ability to remediate the material weaknesses in its internal controls over financial
reporting; levels of travel demand, particularly with respect to airline passenger traffic in the
United States and in global markets; the effect of the Company's separation of its vehicle and equipment rental
businesses, any failure by Herc Holdings Inc. to comply with the agreements entered into in connection with the separation and
the Company's ability to obtain the expected benefits of the separation; significant changes in the competitive environment,
including as a result of industry consolidation, and the effect of competition in the Company's markets on rental volume and
pricing, including on the Company's pricing policies or use of incentives; increased vehicle costs due to declines in the value
of the Company's non-program vehicles; occurrences that disrupt rental activity during the Company's peak periods; the
Company's ability to purchase adequate supplies of competitively priced vehicles and risks relating to increases in the cost of
the vehicles it purchases; the Company's ability to accurately estimate future levels of rental activity and adjust the number
and mix of vehicles used in its rental operations accordingly; the Company's ability to maintain sufficient liquidity and the
availability to it of additional or continued sources of financing for its revenue earning vehicles and to refinance its existing
indebtedness; the Company's ability to adequately respond to changes in technology and customer demands; the Company's ability to
maintain access to third-party distribution channels, including current or favorable prices, commission structures and
transaction volumes; an increase in the Company's vehicle costs or disruption to its rental activity, particularly during its
peak periods, due to safety recalls by the manufacturers of its vehicles; a major disruption in the Company's communication or
centralized information networks; financial instability of the manufacturers of the Company's vehicles; any impact on the Company
from the actions of its franchisees, dealers and independent contractors; the Company's ability to sustain operations during
adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);
shortages of fuel and increases or volatility in fuel costs; the Company's ability to successfully integrate acquisitions and
complete dispositions; the Company's ability to maintain favorable brand recognition; costs and risks associated with litigation
and investigations; risks related to the Company's indebtedness, including its substantial amount of debt, its ability to incur
substantially more debt, the fact that substantially all of its consolidated assets secure certain of its outstanding
indebtedness and increases in interest rates or in its borrowing margins; the Company's ability to meet the financial and other
covenants contained in its senior credit facilities, its outstanding unsecured senior notes and certain asset-backed and
asset-based arrangements; changes in accounting principles, or their application or interpretation, and the Company's ability to
make accurate estimates and the assumptions underlying the estimates, which could have an effect on operating results; risks
associated with operating in many different countries, including the risk of a violation or alleged violation of applicable
anticorruption or antibribery laws and the Company's ability to repatriate cash from non-U.S. affiliates without adverse tax
consequences; the Company's ability to successfully outsource a significant portion of its information technology services or
other activities; the Company's ability to successfully implement its finance and information technology transformation programs;
changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and
similar organizations where such actions may affect the Company's operations, the cost thereof or applicable tax rates; changes
to the Company's senior management team and the dependence of its business operations on its senior management team; the effect
of tangible and intangible asset impairment charges; the Company's exposure to uninsured claims in excess of historical levels;
fluctuations in interest rates and commodity prices; the Company's exposure to fluctuations in foreign currency exchange rates
and other risks described from time to time in periodic and current reports that the Company files with the SEC.
Additional information concerning these and other factors can be found in the Company's filings with the SEC, including its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
The Company therefore cautions you against placing undue reliance on forward-looking statements. All forward-looking
statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the
foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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SOURCE Hertz Global Holdings, Inc.