Obligation Hertz 4.25% ( US428040CR85 ) en USD

Hertz

100 % ▲

Etas-Unis

US428040CR85 ( en USD )

4.25% par an ( paiement semestriel )

01/04/2018 - Obligation échue

Prospectus brochure de l'obligation Hertz US428040CR85 en USD 4.25%, échue

2 000 USD

250 000 000 USD

428040CR8

B- ( Très spéculatif )

B3 ( Très spéculatif )

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040CR85, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2018

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040CR85, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040CR85, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
424B3 1 a2217029z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
Filed pursuant to Rule 424(B)(3)
Registration No. 333-189620
PROSPECTUS
Offer to Exchange (the "exchange offer") $250,000,000 in aggregate
principal amount of 4.250% Senior Notes due 2018 (the "Exchange
Notes") for any and all outstanding 4.250% Senior Notes due 2018 issued
on March 28, 2013 (the "Notes").
Terms of the Exchange Notes:
·
The terms of the Exchange Notes offered in the exchange offer are substantially identical to the terms of the 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.
·
Tendering your Notes for Exchange Notes involves risks. You should carefully review the risk
factors beginning on page 15 of this prospectus before participating in the exchange offer.
The Exchange Offer:
·
Our offer to exchange the Notes for Exchange Notes will be open until 12:00 midnight, New York City time, at the end of
November 18, 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 the exchange offer 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 Exchange Notes for a period of up to 90 days after the
1 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
completion of the exchange offer. See "Plan of Distribution."
Neither the Securities and Exchange Commission (the "SEC") 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 October 21, 2013.
2 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
TABLE OF CONTENTS

SUMMARY

1

RISK FACTORS
15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
32

THE EXCHANGE OFFER
34

USE OF PROCEEDS
46

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA FOR HERTZ
47

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
50

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
59

BUSINESS
105

DESCRIPTION OF CERTAIN INDEBTEDNESS
132

DESCRIPTION OF THE EXCHANGE NOTES
146

FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES FOR
THE EXCHANGE NOTES
210

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
213

CERTAIN ERISA CONSIDERATIONS
218

PLAN OF DISTRIBUTION
220

LEGAL MATTERS
220

EXPERTS
220

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
221

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1
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 exchange offer 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, the Guarantor Registrants and
the terms of the exchange offer, 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.
3 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
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 SELL THESE SECURITIES NOR A
SOLICITATION OF OFFERS TO PURCHASE THESE SECURITIES 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 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
WHERE YOU CAN FIND ADDITIONAL INFORMATION
In connection with the exchange offer, we have filed with the SEC a registration statement on Form S-4 under the Securities Act
relating to the Exchange Notes. As permitted by SEC rules, this prospectus omits certain information included in the registration statement.
For a more complete understanding of the exchange offer, 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 (defined below)
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
Internet 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 Internet website address is
included in this prospectus as an inactive textual reference only. The information found on our Internet 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 offer 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 by November 8, 2013, which is five
business days before the expiration of the exchange offer.
MARKET AND INDUSTRY DATA
Information in this prospectus about the car and equipment rental industries, including our general expectations concerning these
industries and our market position and market share, among other statements, 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 third party statements or 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 in "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements" in this prospectus.
ii
5 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
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, Hertz Holdings' primary operating company and a direct wholly owned subsidiary of Hertz
Investors, Inc., which is wholly owned by Hertz Holdings; (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 equipment rental subsidiary, together with our various other wholly owned
international subsidiaries that conduct our industrial, construction and material handling equipment rental business, (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 and the Subsidiary Guarantors, 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.
Hertz Holdings was incorporated in Delaware in 2005 to serve as the top-level holding company for the consolidated Hertz business.
Hertz was incorporated in Delaware in 1967. Hertz is 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.
On November 19, 2012, Hertz Holdings completed the acquisition (the "Dollar Thrifty Acquisition") of Dollar Thrifty Automotive
Group, Inc. ("Dollar Thrifty"), a car and truck rental and leasing business, pursuant to which Dollar Thrifty became a wholly owned
subsidiary of Hertz.
We have proprietary rights to a number of trademarks used in this prospectus that are important to our business, including, by way of
example and without limitation, Hertz, Dollar, Thrifty and Donlen. We have omitted the ® and TM trademark designations for such
trademarks named in this prospectus.
iii
6 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
SUMMARY
This summary highlights selected information regarding us, the exchange offer 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 offer 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 elsewhere 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 10,900 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 9,300 corporate and licensee locations in
approximately 150 countries. Our Dollar and Thrifty brands have approximately 1,600 corporate and franchisee locations in approximatel
90 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 that has an extensive network of company-operated rental locations both in the Unite
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 120 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 overall
reported 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, or "Donlen," 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 6.0% over the last
20 years, with year-over-year growth in 17 of those 20 years. For the year ended December 31, 2012 and the six months ended June 30,
2013, we had total revenues of approximately $9.0 billion and $5.2 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 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 qualit
and service worldwide. Our licensees, franchisees and associates also operate rental locations in approximately 145 countries and
jurisdictions, including most of the countries in which we have company-operated rental locations.

1
7 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
Equipment Rental: We believe, based on an article in Rental Equipment Register published in May 2013, that HERC 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, which rents lighting and related aerial products used primarily in the U.S. entertainment industry.
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 were estimated to be approximately $24 billion for 2012 and grew in 2012 by 3.9%. We believe car
rental revenues in Europe account for over $13 billion in annual revenues, with the airport 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 $11.0 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 $2.2 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.
Rentals by airline travelers at or near airports, or "airport rentals," are 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 it to increase by 1.8% in 2013. Current data suggests that U.S. GDP
increased in the first quarter of 2013 at an annual rate of approximately 1.1% and at an annual rate of approximately 2.5% in the second
quarter of 2013. The International Air Transport Association, or "IATA," stated in December 2012 that annual global enplanements
increased by 5.3% in 2012 and are expected to 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, a 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 to approximately $33.5 billion in annual revenues for 2013, 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 9.7%
compound annual growth rate between 2013 and 2016. Other market data indicates that the equipment

2
8 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
rental industries in China, France, Spain and Saudi Arabia generate approximately $5.1 billion, $4.5 billion, $2.5 billion and $0.5 billion
in annual revenues, respectively, although the portions of those markets in which HERC competes are smaller.
The equipment rental industry serves a broad range of customers from small local contractors to large industrial national accounts and
encompasses a wide range of rental equipment from small tools to heavy earthmoving equipment. We believe U.S. non-residential
construction spending declined at an annual rate of approximately 6% in 2012, is currently growing at 1.5% in 2013 and is estimated to
grow 14% in 2014. We also believe that rental equipment accounted for approximately 50% of all equipment sold into the U.S. constructio
and industrial industry in 2012, up from approximately 5% in 1993. In addition, we believe that the trend toward rental instead of
ownership of equipment in the U.S. construction and industrial industry will continue and that as much as 50% of the equipment used in the
industry could be rental equipment by 2015.
****
Hertz is incorporated under the laws of the state of Delaware. Our corporate headquarters are located at 225 Brae Boulevard, Park
Ridge, New Jersey 07656. Our telephone number is (201) 307-2000. We maintain an Internet website at www.hertz.com. Please note that
the information found on, or linked to on, our Internet website is not a part of this prospectus and this web address is not an active
hyperlink.

3
9 of 465
10/22/2013 8:07 AM

http://www.sec.gov/Archives/edgar/data/47129/000104746913009801/a...
Table of Contents
Summary of the Terms of the Exchange Offer
On March 28, 2013, Hertz completed an offering of $250,000,000 in aggregate principal amount of 4.250% Senior Notes due 2018
(referred to herein as the "Notes"). The Notes were issued as a separate series of additional notes under the indenture, dated as of
October 16, 2012 (as amended, supplemented, waived or otherwise modified from time to time, the "Indenture"), among Hertz (as
successor-in-interest to HDTFS, Inc.), as issuer, the subsidiary guarantors from time to time party thereto and Wells Fargo Bank, National
Association, as trustee. Prior to the issuance of the Notes, $700 million in aggregate principal amount of 5.875% Senior Notes due 2020
and $500 million in aggregate principal amount of 6.250% Senior Notes due 2022 were issued under the Indenture, which separate series
of notes are currently outstanding under the Indenture.
The offering of the Notes was made only to qualified institutional buyers under Rule 144A and to persons outside the United States
under Regulation S, and accordingly was exempt from registration under the Securities Act.
Registration Rights Agreement
In connection with the offering of the Notes, Hertz and the Subsidiary Guarantors
entered into an exchange and registration rights agreement, dated as of March 28,
2013 (as the same may be amended, modified or supplemented from time to time,
the "registration rights agreement"), with the initial purchasers of the Notes as
stated therein.

Pursuant to the registration rights agreement, we agreed to use our commercially
reasonable efforts to cause the registration statement of which this prospectus is a
part to become effective within 365 days after the date of the registration rights
agreement, which is the date of issuance of the Notes, March 28, 2013. We further
agreed to use our commercially reasonable efforts to commence the exchange offer
promptly after the registration statement becomes effective and to hold the exchang
offer open for the period required by applicable law. See "The Exchange Offer."

The Exchange Offer
Hertz is offering to exchange up to $250,000,000 in aggregate principal amount of
its 4.250% Senior Notes due 2018, which have been registered under the Securitie
Act, or the "Exchange Notes," for any and all of the Notes.

You may only exchange Notes in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will exchange the
Exchange Notes for all Notes that are validly tendered and not validly withdrawn
on or prior to the expiration date of the exchange offer and accepted for exchange.
We will cause the settlement of the exchange offer to be effected promptly after the
expiration of the exchange offer. See "The Exchange Offer."

4
10 of 465
10/22/2013 8:07 AM