Hertz 2012 Annual Report Download - page 142

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2012, we amended the Senior ABL Facility to deem letters of credit issued under Dollar
Thrifty’s now-terminated senior revolving credit facility to have been issued under the Senior ABL Facility.
Senior Notes
In March 2012, Hertz issued an additional $250.0 million aggregate principal of the 6.75% Senior Notes
due 2019. The proceeds of this March 2012 offering were used in March 2012 in part to redeem
$162.3 million principal amount of Hertz’s outstanding 8.875% Senior Notes due 2014 which resulted in
the write-off of unamortized debt costs of $1.2 million recorded in ‘‘Interest expense’’ on our
consolidated statement of operations. The remainder of the proceeds of this March 2012 offering, along
with cash on hand or drawings under the Senior ABL Facility were used to redeem e213.5 million
($286.0 million) of Hertz’s outstanding 7.875% Senior Notes due 2014, which resulted in the write-off of
unamortized debt costs of $2.0 million recorded in ‘‘Interest expense’’ on our consolidated statement of
operations.
In October 2012, HDTFS, Inc., a newly-formed, wholly-owned subsidiary of Hertz issued and sold
$700.0 million aggregate principal amount of 5.875% Senior Notes due 2020 and $500.0 million
aggregate principal amount of 6.250% Senior Notes due 2022 in a private offering. The gross proceeds
of the offering were held in an escrow account until the date of the completion of the acquisition of Dollar
Thrifty, at which time the gross proceeds of the offering were released from escrow and HDTFS, Inc. was
merged into Hertz.
Hertz’s obligations under the indentures for the Senior Notes are guaranteed by each of its direct and
indirect domestic subsidiaries that is a guarantor under the Senior Term Facility. The guarantees of all of
the Subsidiary Guarantors may be released to the extent such subsidiaries no longer guarantee our
Senior Credit Facilities in the United States. HERC may also be released from its guarantee under the
outstanding Senior Notes at any time at which no event of default under the related indenture has
occurred and is continuing, notwithstanding that HERC may remain a subsidiary of Hertz.
The indentures for the Senior Notes contain covenants that, among other things, limit or restrict the
ability of the Hertz credit group to incur additional indebtedness, incur guarantee obligations, prepay
certain indebtedness, make certain restricted payments (including paying dividends, redeeming stock
or making other distributions to parent entities of Hertz and other persons outside of the Hertz credit
group), make investments, create liens, transfer or sell assets, merge or consolidate, and enter into
certain transactions with Hertz’s affiliates that are not members of the Hertz credit group.
The covenants in the indentures for the Senior Notes also restrict Hertz and other members of the Hertz
credit group from redeeming stock or making loans, advances, dividends, distributions or other
restricted payments to any entity that is not a member of the Hertz credit group, including Hertz
Holdings, subject to certain exceptions.
Promissory Notes
References to our ‘‘Promissory Notes’’ relate to our promissory notes issued under three separate
indentures prior to the Acquisition.
Convertible Senior Notes
References to our ‘‘Convertible Senior Notes’’ are to Hertz Holdings’ 5.25% Convertible Senior Notes
due June 2014. Our Convertible Senior Notes may be convertible by holders into shares of our common
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