Hertz 2012 Annual Report Download - page 122

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Background
Hertz Global Holdings, Inc., or ‘‘Hertz Holdings,’’ is our top-level holding company. The Hertz
Corporation, or ‘‘Hertz,’’ is our primary operating company and a direct wholly owned subsidiary of Hertz
Investors, Inc., which is wholly owned by Hertz Holdings. ‘‘We,’’ ‘‘us’’ and ‘‘our’’ mean Hertz Holdings
and its consolidated subsidiaries, including Hertz and Dollar Thrifty Automotive Group, Inc., or ‘‘Dollar
Thrifty.’’
We are 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. 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. Ford Motor Company acquired an ownership interest in Hertz in
1987. Prior to this, Hertz was a subsidiary of United Continental Holdings, Inc. (formerly Allegis
Corporation), which acquired Hertz’s outstanding capital stock from RCA Corporation in 1985.
On December 21, 2005, investment funds associated with or designated by:
• Clayton, Dubilier & Rice, Inc., which was succeeded by Clayton, Dubilier & Rice, LLC, or ‘‘CD&R,’’
• The Carlyle Group, or ‘‘Carlyle,’’ and
• Merrill Lynch & Co., Inc., or ‘‘Merrill Lynch,’’
or collectively the ‘‘Sponsors,’’ acquired all of Hertz’s common stock from Ford Holdings LLC. We refer
to the acquisition of all of Hertz’s common stock by the Sponsors as the ‘‘Acquisition.’’
In January 2009, Bank of America Corporation, or ‘‘Bank of America,’’ acquired Merrill Lynch.
Accordingly, Bank of America is now an indirect beneficial owner of our common stock held by Merrill
Lynch and certain other investment funds and affiliates of Merrill Lynch.
On September 1, 2011, Hertz completed the acquisition of Donlen Corporation, or ‘‘Donlen,’’ a leading
provider of fleet leasing and management services. See Note 4—Business Combinations and
Divestitures.
In December 2011, Hertz purchased the noncontrolling interest of Navigation Solutions, L.L.C., thereby
increasing its ownership interest from 65% to 100%.
On November 19, 2012, Hertz completed the acquisition of Dollar Thrifty Automotive Group, Inc., or
‘‘Dollar Thrifty,’’ a car and truck rental and leasing business. See Note 4—Business Combinations and
Divestitures.
On December 12, 2012, Hertz completed the sale of Simply Wheelz LLC, a wholly owned subsidiary of
Hertz that operated our Advantage Rent A Car business. See Note 4—Business Combinations and
Divestitures.
In December 2012, the Sponsors sold 50,000,000 shares of their Hertz Holdings common stock to
J.P. Morgan as the sole underwriter in the registered public offering of those shares.
As a result of our initial public offering in November 2006 and subsequent offerings in June 2007,
May 2009, June 2009, March 2011 and December 2012, the Sponsors reduced their holdings to
approximately 26% of the outstanding shares of common stock of Hertz Holdings.
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