Hertz 2015 Annual Report Download - page 108

Table of Contents
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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.
In March 2013, Hertz issued $250 million in aggregate principal amount of 4.25% Senior Notes due 2018. The proceeds of this March 2013 offering
were used by Hertz to replenish a portion of its liquidity, after having dividended $467 million in available liquidity to Hertz Holdings, which was
used to repurchase 23 million shares of Hertz Holdings common stock.
Hertz's obligations under the indentures for the Senior Notes are guaranteed by each of its direct and indirect U.S. subsidiaries that are guarantors
under the Senior Term Facility. The guarantees of all of the Subsidiary Guarantors may be released to the extent such subsidiaries no longer
guarantee the Company's Senior Credit Facilities in the U.S.
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. In February 2013 and March 2013, the
Company added Dollar Thrifty and certain of its subsidiaries as guarantors under certain of its debt instruments and credit facilities including the
Senior Notes and in February 2014 and December 2015, the Company added Firefly Rent A Car LLC and Rental Car Group Company, LLC as
guarantors under certain of its debt instruments and credit facilities, including the Senior Notes.
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. These covenants also restrict Hertz Holdings and certain of its subsidiaries 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, subject to certain exceptions.
Promissory Notes
References to the Company's “Promissory Notes” relate to its promissory notes issued under three separate indentures prior to the acquisition of
all of Hertz's common stock on December 21, 2005, by the Sponsors.
Convertible Senior Notes
References to the Company's “Convertible Senior Notes” are to Hertz Holdings' 5.25% Convertible Senior Notes due June 2014. In August 2013,
the Company entered into privately negotiated agreements with certain note holders to convert approximately $390 million in aggregate principal
amount of Convertible Senior Notes into approximately 47 million shares of its common stock, paying cash premiums of approximately $12 million
and incurring a loss on extinguishment of debt of $28 million which was recorded in "Other (income) expense, net."
In January 2014, another conversion right on its Convertible Senior Notes was triggered and in May 2014, substantially all of the Convertible Senior
Notes were exchanged for 10 million shares of its common stock. The Convertible Senior Notes that were not previously converted matured in
June 2014 and there are no longer any Convertible Senior Notes outstanding.
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The governing documents of certain of the fleet debt financing arrangements specified below contain covenants that, among other things,
significantly limit or restrict (or upon certain circumstances may significantly restrict or prohibit) the ability of the borrowers, and the guarantors if
applicable, to make certain restricted payments (including paying dividends, redeeming stock, making other distributions, loans or advances) to
Hertz Holdings and Hertz, whether directly or indirectly.
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except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.