Hertz Holdings Launches Offering of Common Stock and Convertible Senior Notes

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Tue May 19, 2009 5:09pm EDT

  PARK RIDGE, NJ, May 19 (MARKET WIRE) -- 
Hertz Global Holdings, Inc. (NYSE: HTZ) ("Hertz Holdings") today
announced a public offering of common stock and convertible senior notes.

    Hertz Holdings intends to offer approximately 40,000,000 shares of common
stock in an underwritten registered public offering. In connection with
this offering, Hertz Holdings intends to grant the underwriters a 30-day
option to purchase up to an additional 6,000,000 shares of common stock.
In addition, investment funds associated with Clayton, Dubilier & Rice,
Inc. and The Carlyle Group, existing stockholders of Hertz Holdings, are
expected to purchase at least $150,000,000 of common stock in a
substantially concurrent transaction, which is expected to close after the
public offering of common stock.

    Hertz Holdings also intends to offer concurrently approximately
$250,000,000 aggregate principal amount of convertible senior notes due
June 1, 2014 in an underwritten registered public offering. In connection
with this offering, Hertz Holdings intends to grant the underwriters a
30-day option to purchase up to an additional $37,500,000 aggregate
principal amount of convertible senior notes. The convertible senior notes
will be convertible, under certain circumstances, into cash, shares of
Hertz Holdings common stock, or a combination of cash and shares, at the
option of Hertz Holdings. The offering price, interest rate, conversion
price and other terms of the convertible senior notes will be determined
by Hertz Holdings and the underwriters.

    The closing of the convertible notes offering and underwritten offering of
common stock will not be contingent on each other.

    Hertz Holdings intends to use the proceeds from the offerings to increase
its liquidity and for general corporate purposes, including the repayment
of consolidated debt.

    J.P. Morgan Securities Inc., Goldman, Sachs & Co., Merrill Lynch & Co. and
Barclays Capital Inc. are acting as joint book-running managers for the
offerings.

    Hertz Holdings has filed a registration statement with the U.S. Securities
and Exchange Commission (SEC) for the public offering of common stock and
convertible notes offering to which this communication relates. Before you
invest, you should read the applicable preliminary prospectus supplement,
when available, and the accompanying prospectus for more complete
information about Hertz Holdings and these offerings. You may get these
documents for free by visiting IDEA on the SEC website at www.sec.gov.
Alternatively, copies may be obtained from J.P. Morgan Securities Inc.,
Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY
11245, (718) 242-8002; or from Goldman, Sachs & Co., Attn: Prospectus
Department, 85 Broad Street, New York, NY 10004, call toll-free 1 (866)
471-2526, or fax 212-902-9316, or email prospectus-ny@ny.email.gs.com; or
from Merrill Lynch & Co., Attn: Prospectus Department, 4 World Financial
Center, 250 Vesey Street, New York, NY 10080, (212) 449-1000; or from
Barclays Capital Inc., c/o Broadridge, Integrated Distribution Services,
1155 Long Island Avenue, Edgewood, NY 11717, call toll-free 1(888)
603-5847, or email a request to barclaysprospectus@broadridge.com.

    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any sale of
the notes in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state. A registration statement relating to the common stock
and convertible senior notes became effective on May 19, 2009, and this
offering will be made pursuant to prospectus supplements, when available.

    About Hertz

    The Hertz Corporation (the "Company"), a subsidiary of Hertz Holdings, is
the world's largest general use car rental brand, operating from
approximately 8,000 locations in 145 countries worldwide. Hertz is the
number one airport car rental brand in the U.S. and at 42 major airports
in Europe, operating both corporate and licensee locations in cities and
airports in North America, Europe, Latin America, Australia and New
Zealand. In addition, the Company has licensee locations in cities and
airports in Africa, Asia, and the Middle East. Product and service
initiatives such as Hertz #1 Club Gold(R), NeverLost(R) customized,
onboard navigation systems, SIRIUS Satellite Radio(R), and unique cars
and SUVs offered through the Company's Prestige, Fun and Green
Collections, set Hertz apart from the competition. In 2008, the Company
launched Connect by Hertz, entering the global car sharing market in
London, New York City and Paris. The Company also operates one of the
world's largest equipment rental businesses, Hertz Equipment Rental
Corporation, offering a diverse line of equipment, including tools and
supplies, as well as new and used equipment for sale, to customers
ranging from major industrial companies to local contractors and
consumers from approximately 330 branches in the United States, Canada,
China, France and Spain.

    CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

    Certain statements contained in this press release include
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You should not place undue reliance on
these statements. Forward-looking statements include information
concerning Hertz Holdings' outlook, anticipated revenues, results of
operations and implementation of productivity and efficiency initiatives,
including targeted job reductions, and the anticipated savings and
restructuring charges expected to be realized or incurred in connection
therewith. These statements often include words such as "believe,"
"expect," "project," "anticipate," "intend," "plan," "estimate," "seek,"
"will," "may," "should," "forecast" or similar expressions. These
statements are based on certain assumptions that Hertz Holdings has made
in light of its experience in the industry as well as its perceptions of
historical trends, current conditions, expected future developments and
other factors that Hertz Holdings believes are appropriate in these
circumstances. As you read this press release, you should understand that
these statements are not guarantees of performance or results. They
involve risks, uncertainties and assumptions. Many factors could affect
Hertz Holdings' actual results and its ability to implement its cost
savings and efficiency initiatives successfully, and could cause Hertz
Holdings' actual results to differ materially from those expressed in the
forward-looking statements. Some important factors include: Hertz
Holdings' operations; economic performance; financial condition;
management forecasts; efficiencies, cost savings and opportunities to
increase productivity and profitability; income and margins; liquidity and
availability of additional or continued fleet financing including as a
result of the financial instability of the entities providing credit
support; the financial instability of the manufacturers of our vehicles:
anticipated growth; economies of scale; the economy; future economic
performance; Hertz Holdings' ability to maintain profitability during
adverse economic cycles, potential tangible and intangible asset
impairment charges and unfavorable external events (including war,
terrorist acts, natural disasters and epidemic disease); future
acquisitions and dispositions; litigation; potential and contingent
liabilities; management's plans; taxes; and refinancing of existing debt.
In light of these risks, uncertainties and assumptions, the
forward-looking statements contained in this press release might not
prove to be accurate and you should not place undue reliance upon them.
All forward-looking statements attributable to Hertz Holdings or persons
acting on Hertz Holdings' behalf are expressly qualified in their
entirety by the foregoing cautionary statements. All such statements
speak only as of the date made, and Hertz Holdings undertakes no
obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.

    Hertz Holdings cautions you therefore that you should not rely unduly on
these forward-looking statements. You should understand the risks and
uncertainties discussed in "Risk Factors" and elsewhere in Hertz Holdings'
2008 Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as filed with the United States Securities and Exchange Commission,
or the "SEC," on March 3, 2009, could affect Hertz Holdings' future
results and the outcome of its implementation of its cost savings and
efficiency initiatives, and could cause those results or other outcomes
to differ materially from those expressed or implied in Hertz Holdings'
forward-looking statements.

    



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