HTZ » Topics » Note 16-Subsequent Events

This excerpt taken from the HTZ 10-Q filed May 8, 2009.

Note 17—Subsequent Events

On April 8, 2009, we completed the acquisition of certain assets of Advantage Rent A Car, or "Advantage," for approximately $33.0 million. Advantage is a popular brand for price-oriented customers at key U.S. leisure travel destinations. The purchase agreement provided us with the rights to purchase certain rights, trademarks and copyrights to use the Advantage brand name, website and phone numbers. In addition, the agreement provides us with the option to have assigned to us certain leases, fixed assets, airport concession agreements and other agreements associated with approximately 20 locations that Advantage is or previously was operating.

On April 9, 2009, we completed the acquisition of Eileo S.A., or "Eileo," a Paris-based developer of car sharing technology. Eileo's end-to-end solutions are utilized by Connect by Hertz, our car sharing program currently operating in London, New York City and Paris and other markets.

Each of these transactions will be accounted for using the acquisition method of accounting in accordance with SFAS No. 141(R), "Business Combinations."

In April 2009, we made aggregate open market repurchases at a discount of approximately $150.0 million in face value of the Senior Dollar Notes, Senior Subordinated Notes and our Senior Euro Notes.

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ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
                

The following discussion and analysis provides information that management believes to be relevant to understanding our consolidated financial condition and results of operations. This discussion should be read in conjunction with the financial statements and the related notes thereto contained elsewhere in this Form 10-Q, or this "Report."

This excerpt taken from the HTZ 10-Q filed Aug 8, 2008.

Note 17—Subsequent Events

On July 24, 2008, HIL and certain of its subsidiaries entered into an Amendment Agreement to amend the International Fleet Debt facility. The Amendment Agreement, effective on July 24, 2008, reduced the borrowing margins on the Tranche A1 and Tranche A2 bridge loans of certain borrowers under the facility which took part in the initial securitization and provided an August 12, 2008 final maturity date for loans to HIL's Swiss subsidiary borrower.

Also on July 24, 2008, HA Fleet Pty Ltd, RAC Finance SAS and Stuurgroep Fleet (Netherlands) B.V., special-purpose indirect subsidiaries of HIL, each a "FleetCo," closed on a multi jurisdictional fleet financing for Hertz, or the "International ABS Fleet Financing Facility," initially covering Australia, France and The Netherlands, respectively, or the "Relevant Jurisdictions."

The funds under the new fleet financing are to be used to (i) initially repay in whole the FleetCos' portion of indebtedness under International Fleet Debt facility and the FleetCos' existing inter-company borrowings related to the acquisition of vehicles and (ii) finance the acquisition of vehicles from time to time in the Relevant Jurisdictions.

International Fleet Financing No. 1 B.V, the Issuer of the fleet financing, is a special purpose entity incorporated as a Dutch B.V. under the laws of The Netherlands. Of the shares of the Issuer, 75% are held on charitable trust and 25% are owned by Hertz Holdings Netherlands B.V., an indirect wholly-owned subsidiary of HIL.

The legal final maturity date is August 31, 2016 and the expected maturity date is on or about December 4, 2010 (when the FleetCos' obligations to the Issuer are scheduled to come due). The maximum commitment under (i) the Euro denominated financing is €1,332 million (or $2,089 million, calculated using exchange rates in effect on July 24, 2008) and (ii) the Australian dollar denominated financing is A$325 million (or $311 million, calculated using exchange rates in effect on July 24, 2008). On July 24, 2008, actual issuance to the French FleetCo, the Dutch FleetCo and the Australian FleetCo was €230.4 million (or $361.3 million), €35.9 million (or $56.3 million) and A$151.9 million (or $145.4 million), respectively. See Note 7—Debt.

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This excerpt taken from the HTZ 10-K filed Feb 29, 2008.

Note 16—Subsequent Events

We are in the process of obtaining shareholder approval for an Omnibus long-term incentive plan, or the "Omnibus plan," providing for grants of both equity and cash awards, including non-qualified stock options, incentive stock options, stock appreciation rights, performance awards (shares and units), restricted stock, restricted stock units and deferred stock units.

The purpose of the plan is to foster and promote the long-term financial success of Hertz Holdings and its subsidiaries and materially increase shareholder value by (a) motivating superior performance by plan participants, (b) providing participants with an ownership interest in Hertz Holdings, and (c) enabling Hertz Holdings and its subsidiaries to attract and retain the services of outstanding employees upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

The compensation committee of Hertz Holdings' board of directors has the authority to grant awards under the plan to employees and non-employee directors of Hertz Holdings and its subsidiaries to whom awards will be granted, the type or types of awards to be granted and the terms and conditions of any and all awards.

A maximum of 17.7 million shares of Hertz Holdings common stock will be reserved for issuance under the Omnibus plan, which will include shares that remain available under the Hertz Global Holdings, Inc. Stock Incentive Plan and the Director plan, both of which will terminate upon adoption of the Omnibus plan. The shares of common stock to be delivered under the Omnibus plan may consist, in whole or in

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HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


part, of common stock held in treasury or authorized but unissued shares of common stock, not reserved for any other purpose.

Shares subject to any award granted under the Omnibus plan, the Stock Incentive Plan, or the Director plan that for any reason are canceled, terminated, forfeited, settled in cash or otherwise settled without the issuance of common stock after the effective date of the Omnibus plan will generally be available for grant under the Omnibus plan.

All stock options and stock appreciation rights granted under the Omnibus plan will have a per-share exercise price no less than fair market value of one share of Hertz Holdings common stock on the grant date. Stock options and stock appreciation rights will vest based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the Omnibus plan) specified by the compensation committee. No stock options or stock appreciation rights will be exercisable after ten years from the grant date. The compensation committee may accelerate the vesting of an option or stock appreciation right at any time. In addition, vesting of options and stock appreciation rights will be accelerated if Hertz Holdings experiences a change in control (as defined in the Omnibus plan) unless options or stock appreciation rights with substantially equivalent terms and economic value are substituted for existing options and stock appreciation rights in place of accelerated vesting. Vesting of options and stock appreciation rights will also be accelerated in the event of an employee's death or disability (as defined in the Omnibus plan). Upon a termination for cause (as defined in the Omnibus plan), all options and stock appreciation rights held by the employee are immediately cancelled. Following a termination without cause, vested options and stock appreciation rights will generally remain exercisable through the earliest of the expiration of their term or 30 days following termination of employment (one year in the case of death or disability).

Performance stock, performance stock units and performance units granted under the Omnibus plan will vest based on the achievement of pre-determined performance goals over performance periods determined by the compensation committee. In the event of an employee's death or disability, a pro rata portion of the employee's performance stock, performance stock units and performance units will vest to the extent performance goals are achieved at the end of the performance period. Upon a termination of employment or for any other reason, all outstanding performance stock, performance stock units and performance units held by the employee are immediately canceled.

Restricted stock and restricted stock units granted under the Omnibus plan will vest based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the Omnibus plan) specified by the compensation committee. Upon a termination of employment for any reason, any unvested restricted stock or restricted stock units of the employee will be canceled.

Each deferred stock unit granted under the Omnibus plan represents the right to receive one share of Hertz Holdings common stock on a specified future date. Generally, upon a participant's termination of employment other than for cause, Hertz Holdings will issue one share of common stock to the participant for each deferred stock unit the participant then holds.

Upon a change in control of Hertz Holdings, unless outstanding awards are honored, assumed or substituted with alternative awards that provide substantially similar terms, conditions and economic value to the original awards granted under the Omnibus plan, all awards will immediately become exercisable and any restrictions related to the awards will lapse.

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