Filed by Hertz Global Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2(b) of the Securities Exchange Act of 1934
Subject Company:
Dollar Thrifty Automotive Group, Inc.
Exchange Act File No. 001-13647
Investor Presentation
May 2011
Hertz Global Holdings, Inc. (NYSE: HTZ) and the Hertz Corporation
Additional Information
2
Hertz Global Holdings, Inc. (“Hertz”) has filed a Registration Statement on Form S-4 and will file a Tender
Offer Statement on Schedule TO (collectively, with the accompanying Letter of Transmittal and related
documents, the “Exchange Offer Documents”) with the Securities and Exchange Commission (the “SEC”)
in connection with the proposed offer (the “Exchange Offer”) by HDTMS, Inc., a wholly owned subsidiary of
Hertz, to exchange each issued and outstanding share of common stock of Dollar Thrifty Automotive
Group, Inc. (“Dollar Thrifty”) for $57.60 in cash and 0.8546 shares of Hertz common stock. The Exchange
Offer has not yet formally commenced. This communication is for informational purposes only and does
not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Dollar Thrifty
common stock, nor is it a substitute for the Exchange Offer Documents. The Exchange Offer will be made
only through the Exchange Offer Documents.
Offer Statement on Schedule TO (collectively, with the accompanying Letter of Transmittal and related
documents, the “Exchange Offer Documents”) with the Securities and Exchange Commission (the “SEC”)
in connection with the proposed offer (the “Exchange Offer”) by HDTMS, Inc., a wholly owned subsidiary of
Hertz, to exchange each issued and outstanding share of common stock of Dollar Thrifty Automotive
Group, Inc. (“Dollar Thrifty”) for $57.60 in cash and 0.8546 shares of Hertz common stock. The Exchange
Offer has not yet formally commenced. This communication is for informational purposes only and does
not constitute an offer to exchange, or a solicitation of an offer to exchange, shares of Dollar Thrifty
common stock, nor is it a substitute for the Exchange Offer Documents. The Exchange Offer will be made
only through the Exchange Offer Documents.
Security holders and investors may obtain, when available, any of the foregoing documents, including the
Exchange Offer Documents, for free by visiting EDGAR on the SEC website at www.sec.gov. The
Exchange Offer Documents will also be available free of charge from Hertz following commencement of
the Exchange Offer. SECURITY HOLDERS AND INVESTORS OF HERTZ AND DOLLAR THRIFTY ARE
URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING
ANY INVESTMENT DECISION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Exchange Offer Documents, for free by visiting EDGAR on the SEC website at www.sec.gov. The
Exchange Offer Documents will also be available free of charge from Hertz following commencement of
the Exchange Offer. SECURITY HOLDERS AND INVESTORS OF HERTZ AND DOLLAR THRIFTY ARE
URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING
ANY INVESTMENT DECISION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
All information in this presentation concerning Dollar Thrifty, including its business, operations and
historical and projected financial results, was obtained from public sources. While Hertz has no knowledge
that any such information is inaccurate or incomplete, Hertz has not had the opportunity to verify any of
that information.
historical and projected financial results, was obtained from public sources. While Hertz has no knowledge
that any such information is inaccurate or incomplete, Hertz has not had the opportunity to verify any of
that information.
Forward-Looking Statements
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Certain statements contained herein constitute forward-looking statements. These statements are based
on the current expectations and beliefs of Hertz and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially from those described in the forward-looking
statements. All statements other than statements of historical fact are statements that could be deemed
forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) Hertz may
be unable to obtain regulatory approvals required for the exchange offer or may be required to accept
conditions that could reduce the anticipated benefits of the exchange offer as a condition to obtaining
regulatory approvals; (2) Dollar Thrifty stockholders may not tender a sufficient number of shares into the
exchange offer or Hertz may otherwise be unable to consummate the exchange offer; (3) the length of time
necessary to consummate the exchange offer may be longer than anticipated; (4) problems may arise in
successfully integrating the businesses of Hertz and Dollar Thrifty and Hertz may not realize the
anticipated synergies and other benefits following the exchange offer; (5) the exchange offer may involve
unexpected costs; (6) the Hertz and Dollar Thrifty businesses may suffer as a result of uncertainty
surrounding the exchange offer; and (7) Hertz and/or Dollar Thrifty may be adversely affected by the other
risks described in the SEC reports of Hertz and Dollar Thrifty. Because forward-looking statements involve
risks and uncertainties, actual results and events may differ materially from results and events currently
expected by Hertz. Hertz assumes no obligation and expressly disclaims any duty to update the
information contained herein except as required by law.
on the current expectations and beliefs of Hertz and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially from those described in the forward-looking
statements. All statements other than statements of historical fact are statements that could be deemed
forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) Hertz may
be unable to obtain regulatory approvals required for the exchange offer or may be required to accept
conditions that could reduce the anticipated benefits of the exchange offer as a condition to obtaining
regulatory approvals; (2) Dollar Thrifty stockholders may not tender a sufficient number of shares into the
exchange offer or Hertz may otherwise be unable to consummate the exchange offer; (3) the length of time
necessary to consummate the exchange offer may be longer than anticipated; (4) problems may arise in
successfully integrating the businesses of Hertz and Dollar Thrifty and Hertz may not realize the
anticipated synergies and other benefits following the exchange offer; (5) the exchange offer may involve
unexpected costs; (6) the Hertz and Dollar Thrifty businesses may suffer as a result of uncertainty
surrounding the exchange offer; and (7) Hertz and/or Dollar Thrifty may be adversely affected by the other
risks described in the SEC reports of Hertz and Dollar Thrifty. Because forward-looking statements involve
risks and uncertainties, actual results and events may differ materially from results and events currently
expected by Hertz. Hertz assumes no obligation and expressly disclaims any duty to update the
information contained herein except as required by law.
Summary Deal Terms & Structure
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PURCHASE
PRICE
PRICE
KEY
CONDITIONS
$72.00 per share purchase price (based on 5/6 Hertz stock price)
Equity Value of $2.2 billion
Corporate Enterprise Value of $1.9 billion
26% Premium to 90-Day Avg. Price
18% Premium to 60-Day Avg. Price
LTM EBITDA multiple of 7.6x
Exchange Offer
Consideration of 80% cash / 20% stock
No financing contingency
Antitrust clearance
Majority minimum tender
Approval under Delaware 203
DEAL
STRUCTURE
A Superior Proposal for DTG Shareholders
Attractive offer to DTG shareholders
Hertz is likely to obtain FTC clearance
Hertz is offering certain value on an accelerated timetable
Exchange offer ensures fastest path to closing
Hertz offer is not subject to any financing condition
Avis has been working to obtain FTC clearance for a year and still has
no visible path to FTC clearance
no visible path to FTC clearance
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Strategic Benefits and Synergies
Provides Hertz with multiple strategic options to
address corporate and leisure business and compete
with multi-brand peers in all three tiers of the market
address corporate and leisure business and compete
with multi-brand peers in all three tiers of the market
Provides instant scale in mid-tier value segment with
established brand and airport infrastructure
established brand and airport infrastructure
Allows Hertz to aggressively pursue mid-tier value
and premium segments with dedicated brands
and premium segments with dedicated brands
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STRATEGIC
BENEFITS
BENEFITS
SIGNIFICANT
SYNERGY
POTENTIAL
SYNERGY
POTENTIAL
Identified meaningful cost synergies related to:
Fleet
IT systems
Procurement
Highly Complementary Brands
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Premier global brand
A leading car rental provider in U.S. and
Europe
Europe
#1 worldwide general used car rental
brand
brand
Strong premium brand in business and
leisure sectors of the U.S. market
leisure sectors of the U.S. market
Best-in-class service reputation
Approximately 8,500 locations
One of the largest equipment rental
operators in U.S. and Canada combined
based on 2010 revenues
operators in U.S. and Canada combined
based on 2010 revenues
Diversified revenue mix
Approximately 320 locations
Well positioned “value” player in the U.S.
market
market
Significant footprint and infrastructure
12% - 13% of all airport revenues
Strong share of value rentals at certain
key leisure airports
key leisure airports
Strong partnerships with tour operators
and travel agencies
and travel agencies
Approximately 1,575 locations
300 corporate-owned locations
1,275 franchisee locations (in 82
countries)
countries)
Overview of Combined Company
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2010
HERTZ
DOLLAR THRIFTY
PRO FORMA
COMBINED COMPANY
COMBINED COMPANY
REVENUE
$7.6bn
$1.5bn
$9.1bn
GROSS
EBITDA
EBITDA
(% MARGIN)
$2.8bn
(37%)
$0.6bn
(41%)
$3.4bn
(38%)
CORPORATE
EBITDA
(% MARGIN)
EBITDA
(% MARGIN)
$1.1bn
(15%)
$0.3bn
(17%)
$1.4bn
(15%)
A Multi-Brand Rental Car Leader
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Premium global brand
competing with Avis, National
competing with Avis, National
Corporate, higher-end leisure,
special occasions
special occasions
High service, higher-end fleet
mix
mix
Making inroads in Off-Airport
segment historically
dominated by Enterprise
segment historically
dominated by Enterprise
Middle market airport brands
competing with Budget,
Enterprise, Alamo
competing with Budget,
Enterprise, Alamo
Value proposition
emphasizing lower price but
consistently delivering
essential services (speed,
reliability)
emphasizing lower price but
consistently delivering
essential services (speed,
reliability)
Consider dual brand
operationally, but keep
separate for marketing,
positioning, e.g., separate
websites
operationally, but keep
separate for marketing,
positioning, e.g., separate
websites
Next generation car rental in
urban, university and
corporate markets; significant
scalability
urban, university and
corporate markets; significant
scalability
Competes against Zipcar,
Enterprise, and international
companies
Enterprise, and international
companies
Platform for future, green
rental concepts (e.g. electric
cars)
rental concepts (e.g. electric
cars)
High-tech, high-touch
customer service model
customer service model
Hertz will be able to enhance its portfolio with a “mid-tier value” brand
Financial Benefits
EPS accretive to Hertz shareholders in first full year following
transaction close
transaction close
Significant potential cost synergies identified
Committed to maintaining a strong, flexible balance sheet
Anticipated financing to come from cash on hand and new borrowings
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Factors Driving Higher Offer Price
Overall industry outlook has improved
Valuation multiples (2011 EBITDA) for Hertz and Avis on average
have increased approximately 20% since September 30, 2010
have increased approximately 20% since September 30, 2010
Residual values have also improved and appear to be sustainable in
the near-term
the near-term
As a result, Dollar Thrifty’s expected 2011 corporate EBITDA has
increased meaningfully since last fall
increased meaningfully since last fall
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August 2010 GUPPI Analysis
Last August, Hertz provided an antitrust analysis comparing potential Hertz and
Avis acquisitions of DTG using, among other things, the Gross Upward Price
Pressure Index (“GUPPI”) economic test.
Avis acquisitions of DTG using, among other things, the Gross Upward Price
Pressure Index (“GUPPI”) economic test.
GUPPI:
Economic formula used to evaluate the “upward pricing pressure” from a
proposed merger on each of the merging brands (before netting out cost
savings)
proposed merger on each of the merging brands (before netting out cost
savings)
GUPPI addresses anticompetitive pricing power of combined companies
post merger
post merger
Concept endorsed by new FTC/DOJ Merger Guidelines - August 2010
GUPPI score under 5% indicates low risk of unilateral price increase;
GUPPI score over 10% suggests more significant concern for unilateral
price increase
GUPPI score over 10% suggests more significant concern for unilateral
price increase
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August 2010 GUPPI Analysis
For Hertz - Dollar Thrifty:
The combined entity generated GUPPI scores of under 5.0% except at Las
Vegas (5.01%)
Vegas (5.01%)
Indicates low risk of unilateral price increases from Hertz-Dollar Thrifty
transaction
transaction
For Avis Budget - Dollar Thrifty:
For 99% of Dollar Thrifty revenue earned at U.S. airports, the combined
entity generated a GUPPI score exceeding 5%
entity generated a GUPPI score exceeding 5%
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No surprise that Avis hasn't received FTC clearance after a year of trying
Key Next Steps
Complete Advantage divestiture process
Finalize consent decree with FTC
Commence discussions with Dollar Thrifty to reach a consensual deal
Secure support of Dollar Thrifty shareholders in favor of a transaction
with Hertz
with Hertz
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