TEXT-Fitch affirms Hertz Corp ratings, outlook remains stable

Aug 29 - Fitch Ratings has affirmed the ratings of The Hertz Corporation
(Hertz) and the Rating Outlook for the long-term Issuer Default Rating (IDR)
remains Stable following the company's announcement that it has entered into a
definitive merger agreement to acquire Dollar Thrifty Automotive Group
(DTG). A full list of rating actions is at the end of this release.

Fitch's rating action is the result of HTZ's announcement that it intends to
acquire DTG for $87.50 per share in a cash transaction valued at approximately
$2.6 billion. The company expects to finance the transaction through the use DTG
cash on hand, Hertz liquidity, and the issuance of long-term debt. In addition,
HTZ will assume DTG's existing fleet debt at closing.

Fitch views Hertz's acquisition of DTG as neutral to existing ratings, as the
higher price tag is offset by improved underlying company performance and
Fitch's belief that the acquisition is strategically complementary because it
will extend Hertz's current premium product offerings to address corporate and
leisure business in the mid-tier and deep value segments, and strengthen its
market position in a consolidated rental car market.

While the proposed price per share is substantially higher than Hertz's last
offer, the cash outlay and incremental debt financing is not expected to result
in a significant increase in leverage. Pro forma leverage, based on corporate
debt to corporate EBITDA, would have been 3.7x at June 30, 2012 on a combined
basis, compared to 3.2x for Hertz standalone.

Hertz's standalone leverage, based upon corporate debt to corporate EBITDA, has
shown improvement in 2011 and for the six months ended June 30, 2012 on higher
revenue and EBITDA generation. Additionally, Hertz also used balance sheet
liquidity to repay higher rate debt in 2011, which also contributed to the
decrease in leverage. At year-end 2011, corporate debt to corporate EBITDA was
3.4x compared to 4.9x at year-end 2010. On a trailing 12-month (TTM) basis,
corporate debt to corporate EBITDA improved to 3.2x at June 30, 2012 from 3.9x
during the same period one-year prior. Although pro forma leverage will revert
back to higher levels, Fitch anticipates that Hertz will seek to reduce leverage
back to pre-acquisition levels in the near term.

The closing of the acquisition is contingent upon the tender of at least a
majority of DTG's common stock, followed by a cash merger in which Hertz would
acquire the remaining outstanding shares of DTG's outstanding common stock.
Hertz expects the transaction to close during the fourth quarter of 2012. The
acquisition is also subject to regulatory approval by the Federal Trade
Commission (FTC). In connection with this announcement, Hertz has also reached
an agreement to sell its Advantage business to Franchise Services of North
America and Macquarie Capital, which may help to mitigate potential antitrust
concerns raised by the FTC.

Rating Drivers and Sensitivities

While positive rating momentum remains limited over the near term, the Outlook
may be revised to Positive based upon Hertz's ability meet pro forma operating
performance targets and maintain sufficient liquidity and funding flexibility,
while reducing leverage as measured by corporate debt to corporate EBITDA to
levels prior to the acquisition. Additionally, positive rating actions could
result from Hertz's ability to realize operating synergies from the merger and
successfully leverage the value brands into stronger earnings performance over
time.

Conversely, negative rating action would by driven by material deterioration in
revenue and cash flow generation resulting from declines in passenger volumes,
lease rates and used car values which impair the company's access to funding,
liquidity, and/or capitalization. Leverage remaining above pre-acquisition
levels, reduced commitment by management to bring down leverage, and an
inability to generate incremental revenue and EBITDA from the DTG acquisition
could also result in negative rating action.

Fitch has affirmed the following ratings, and the Outlook remains Stable:

The Hertz Corporation
--Long-term IDR at 'BB-';
--Senior secured revolving facility at 'BBB-';
--Secured term facility at 'BBB-';
--Letter of credit facility at 'BBB-'
--Senior unsecured debt at 'BB-'.

Additional information is available at 'www.fitchratings.com'. The ratings above
were unsolicited and have been provided by Fitch as a service to investors.

Applicable Criteria and Related Research:
--'Global Financial Institutions Criteria' (Aug. 15, 2012);
--'Finance and Leasing Companies Criteria' (Dec. 12, 2011).

Applicable Criteria and Related Research:
Global Financial Institutions Rating Criteria
Finance and Leasing Companies Criteria