Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDdN2aFCVFkkCPXsAwVQrEzispe+gzsDKIm4C1diliYuH21/sW8CEkW3MMUxt20G Js4kMBVyjCB+ALLRa7N0JQ== 0001193125-09-127125.txt : 20090608 0001193125-09-127125.hdr.sgml : 20090608 20090608172914 ACCESSION NUMBER: 0001193125-09-127125 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 GROUP MEMBERS: CARLYLE EUROPE PARTNERS II, L.P. GROUP MEMBERS: CARLYLE PARTNERS IV, L.P. GROUP MEMBERS: CEP II MANAGING GP HOLDINGS, LTD. GROUP MEMBERS: CEP II MANAGING GP, L.P. GROUP MEMBERS: CEP II PARTICIPATIONS S.A R.L. SICAR GROUP MEMBERS: CEP II U.S. INVESTMENTS, L.P. GROUP MEMBERS: CP IV COINVESTMENT, L.P. GROUP MEMBERS: DBD CAYMAN LIMITED GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. GROUP MEMBERS: TC GROUP IV MANAGING GP, L.L.C. GROUP MEMBERS: TC GROUP IV, L.P. GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TCG HOLDINGS CAYMAN II, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCG HOLDINGS LLC CENTRAL INDEX KEY: 0001022596 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001364479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82523 FILM NUMBER: 09880444 BUSINESS ADDRESS: STREET 1: 225 BRAE BOULEVARD CITY: PARK RIDGE STATE: NJ ZIP: 07656 BUSINESS PHONE: 201-307-2000 MAIL ADDRESS: STREET 1: 225 BRAE BOULEVARD CITY: PARK RIDGE STATE: NJ ZIP: 07656 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Hertz Global Holdings, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

42805T 10 5

(CUSIP Number)

TCG Holdings, L.L.C.

c/o The Carlyle Group

Attention: Jeffrey W. Ferguson

1001 Pennsylvania Avenue NW

Suite 220 South

Washington, DC 20004

(202) 729-5626

Copy to:

Daniel T. Lennon, Esq. &

David S. Dantzic, Esq.

Latham & Watkins LLP

555 Eleventh Street NW

Suite 1000

Washington, DC 20004-1304

(202) 637-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 27, 2009

(Date of Event which Requires filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TCG Holdings, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 63,542,845
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 63,542,845


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,542,845
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5%(1)
14		TYPE OF REPORTING PERSON OO (Limited Liability Company)

(1)

Based on (a) 376,921,003 shares of common stock, par value $0.01 per share (“Shares”) of Hertz Global Holdings, Inc., a Delaware corporation (“Hertz Holdings,” or the “Issuer”) as of June 3, 2009, which includes 46,000,000 Shares issued on May 27, 2009 pursuant to a public offering of Shares (the “Common Stock Public Offering”) and 6,900,000 Shares issued on June 3, 2009 pursuant to the exercise by the underwriters in the Common Stock Public Offering of their overallotment option, and (b) 32,101,182 Shares to be issued when and if the closing occurs under the Subscription Agreement, dated May 19, 2009, between Carlyle Partners IV, L.P. and the Issuer (the “Carlyle Partners IV Subscription Agreement”), the Subscription Agreement, dated May 19, 2009, between CP IV Coinvestment, L.P. and the Issuer (the “CP IV Coinvestment Subscription Agreement”) and the substantially identical subscription agreements entered into by the Issuer on May 19, 2009 with certain other institutional investors (collectively, the “Private Offering”).

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TC Group, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 63,542,845
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 63,542,845


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,542,845
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5%(1)
14		TYPE OF REPORTING PERSON OO (Limited Liability Company)

(1)

Based on (a) 376,921,003 Shares outstanding as of June 3, 2009, which includes 46,000,000 Shares issued on May 27, 2009 pursuant to the Common Stock Public Offering and 6,900,000 Shares issued on June 3, 2009 pursuant to the exercise by the underwriters in the Common Stock Public Offering of their overallotment option, and (b) 32,101,182 Shares to be issued when and if the closing occurs under the Private Offering.

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TC Group IV Managing GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 63,542,845
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 63,542,845


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,542,845
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5%(1)
14		TYPE OF REPORTING PERSON OO (Limited Liability Company)

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TC Group IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 63,542,845
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 63,542,845


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,542,845
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.5%(1)
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS Carlyle Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 61,076,182
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 61,076,182


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,076,182
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.9%(1)
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS CP IV Coinvestment, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,466,663
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,466,663


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,466,663
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS DBD Cayman Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,745,098
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,745,098


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,745,098
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%(1)
14		TYPE OF REPORTING PERSON OO (Cayman Islands Exempt Company)

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TCG Holdings Cayman II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,745,098
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,745,098


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,745,098
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%(1)
14		TYPE OF REPORTING PERSON PN (Cayman Islands Exempt Limited Partnership)

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS TC Group Cayman Investment Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,745,098
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,745,098


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,745,098
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%(1)
14		TYPE OF REPORTING PERSON PN (Cayman Islands Exempt Limited Partnership)

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS CEP II Managing GP Holdings, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,745,098
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,745,098


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,745,098
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%(1)
14		TYPE OF REPORTING PERSON OO (Cayman Islands Limited Company)

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS CEP II Managing GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Alberta Canada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,745,098
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,745,098


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,745,098
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9%(1)
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS CEP II U.S. Investments, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,452,823
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,452,823


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,452,823
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8%(1)
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS Carlyle Europe Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 292,275
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 292,275


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 292,275
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
14		TYPE OF REPORTING PERSON PN

(1)

CUSIP No. 42805T 10 5


1	NAMES OF REPORTING PERSONS CEP II Participations S.à r.l. SICAR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6	CITIZEN OR PLACE OF ORGANIZATION Luxembourg


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 292,275
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 292,275


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 292,275
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
14		TYPE OF REPORTING PERSON OO (Luxembourg Limited Liability Company)

(1)

ITEM 1.

Security and Issuer

This statement on Schedule 13D (“Schedule 13D”) relates to the Shares. The address of the principal executive office of the Issuer is 225 Brae Boulevard, Park Ridge, New Jersey 07656.

ITEM 2.

Identity and Background

This statement is being filed by the following persons, (each is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”):

TCG Holdings, L.L.C., a Delaware limited liability company,

TC Group, L.L.C., a Delaware limited liability company,

TC Group IV Managing GP, L.L.C., a Delaware limited liability company,

TC Group IV, L.P., a Delaware limited partnership,

Carlyle Partners IV, L.P., a Delaware limited partnership,

CP IV Coinvestment, L.P., a Delaware limited partnership,

DBD Cayman Limited., a Cayman Islands exempted company,

TCG Holdings Cayman II, L.P. , a Cayman Islands exempt limited partnership,

TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempt limited partnership,

CEP II Managing GP Holdings, Ltd., a Cayman Islands exempted company,

CEP II Managing GP, L.P., an Alberta, Canada limited partnership,

CEP II U.S. Investments, L.P., a Delaware limited partnership,

Carlyle Europe Partners II, L.P., a British limited partnership and

CEP II Participations S.à r.l. SICAR, a Luxembourg limited liability company.

The business address for each of TCG Holdings, L.L.C., TC Group, L.L.C., TC Group IV Managing GP, L.L.C., TC Group IV, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Managing GP, L.P. and Carlyle Europe Partners II, L.P. is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505. The telephone number is 202-729-5626. The business address for each of DBD Cayman Limited, TCG Holdings Cayman II, L.P., TC Group Cayman Investment Holdings, L.P., and CEP II Managing GP Holdings, Ltd. is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands. The telephone number is +1 345-949-0100. The business address for CEP II Participations S.à r.l. SICAR is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg, Luxembourg. The telephone number is +35 (2) 2686-2110. Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P. and CEP II Participations S.à r.l. SICAR are referred to in this Schedule 13D as “the Carlyle Hertz Funds.”

Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. are each private investment funds. Investment discretion and control over the Shares held by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group IV, L.P., which is the sole general partner of each of the Carlyle Funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C is the sole general partner of TC Group IV, L.P. TCG Holdings, L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P. are each private investment funds. CEP II Managing GP, L.P. is the general partner of CEP II U.S. Investments, L.P. and Carlyle Europe Partners II, L.P., which is in turn the sole shareholder of CEP II Participations S.à r.l. SICAR. CEP II Managing GP Holdings, Ltd. is the sole general partner of CEP II Managing GP, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of CEP II Managing GP Holdings, Ltd. TCG Holdings Cayman II, L.P. is the sole general partner of TC Group Cayman Investment Holdings, L.P. and DBD Cayman Limited is the sole general partner of TCG Holdings Cayman II, L.P.

DBD Cayman Limited has investment discretion and dispositive power over the shares of Common Stock held by CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P. DBD Cayman Limited is controlled by its Class A members, William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein and all action relating to the investment and disposition of the shares of Common Stock held by CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P. requires their approval. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein may be deemed to share beneficial ownership over the shares shown as beneficially owned by CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P. Such persons disclaim beneficial ownership of these shares.

To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A and incorporated herein by this reference.

Shares beneficially owned by Clayton Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P. and CD&R Parallel Fund VII, L.P. (collectively, the “CD&R Hertz Funds”); and ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. (collectively, the “Merrill Lynch Hertz Funds”); and CMC-Hertz Partners, L.P., and any of their respective affiliates (other than, in the case of CMC-Hertz Partners, L.P., the Carlyle Hertz Funds), are not the subject of this Schedule 13D and such persons are accordingly not included as Reporting Persons. For a description of the relationship between the CD&R Hertz Funds, the Merrill Lynch Hertz Funds, CMC-Hertz Partners, L.P. and the Carlyle Hertz Funds in respect of their respective holdings of the Shares, see “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer—Stockholders Agreement.” As discussed under Item 6, each of the Reporting Persons disclaims beneficial ownership of all Shares owned by the CD&R Hertz Funds, CMC-Hertz Partners, L.P. and the Merrill Lynch Hertz Funds.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the past five years, none of the Reporting Persons (or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

Source and Amount of Funds or Other Consideration

The aggregate purchase price for the Shares to be purchased by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. pursuant to each of the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement is approximately $75,000,000. Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. will obtain such funds through capital contributions from their respective partners. On December 21, 2005, investment funds associated with or designated by The Carlyle Group (including the Carlyle Hertz Funds), Clayton, Dubilier & Rice, Inc. and Merrill Lynch Global Private Equity, through an indirect wholly owned subsidiary of the Issuer, acquired all of The Hertz Corporation’s common stock from a subsidiary of Ford Motor Company, for aggregate consideration of $4,379 million in cash, debt refinanced or assumed of $10,116 million and transaction fees and expenses of $447 million. See “Item 1—Business—Our Company—Corporate History” in the Annual Report on Form 10-K of Hertz Holdings for the year ended December 31, 2008, which is incorporated herein by reference, for a detailed description of the funds used to acquire the common stock of The Hertz Corporation.

ITEM 4.

Purpose of Transaction

The acquisition by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. of Shares pursuant to the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement is for general investment purposes. The Carlyle Hertz Funds may seek to sell the Shares they currently hold and, in the cases of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., the Shares to be acquired pursuant to the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement, in the ordinary course of business.

(a)

Subscription Agreements

On May 19, 2009, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. entered into, respectively, the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement, and each of Clayton Dubilier & Rice Fund VII, L.P. and CD&R Parallel Fund VII, L.P. (such stockholders, together with Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., the “Subscribing Stockholders”) entered into a substantially identical Subscription Agreement (the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement, together with such other Subscription Agreements, the “Subscription Agreements”) with Hertz Holdings, pursuant to which each Subscribing Stockholder agreed to purchase, and Hertz Holdings agreed to issue and sell, Shares in the Private Offering. The Subscription Agreements were entered into substantially concurrently with the Common Stock Public Offering and a public offering of $450,000,000 aggregate principal amount of 5.25% Convertible Senior Notes due 2014 of Hertz Holdings. Pursuant to the Subscription Agreements, the Subscribing Stockholders have agreed to purchase from Hertz Holdings in the Private Offering an aggregate of 32,101,182 Shares, at a purchase price per share equal to $6.2303, which is the price per share paid by the public in the Common Stock Public Offering, less the underwriting discounts and commission payable to the underwriters in the Common Stock Public Offering. Pursuant to the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. have agreed to purchase, respectively, 11,570,644 and 467,299 Shares. The closing of the purchase of Shares under the Subscription Agreements is subject to certain closing conditions, including the closing of the Common Stock Public Offering (which closed on May 27, 2009), the receipt of applicable governmental approvals (including clearance under the Hart-Scott-Rodino Antitrust Improvements Act) and the expiration of the twenty day period following filing and mailing by Hertz Holdings of an information statement pursuant to SEC Regulation 14C. The description of the Subscription Agreements contained herein is a summary only, and is qualified in its entirety by the terms of the Carlyle Partners IV Subscription Agreement and the CP IV Coinvestment Subscription Agreement, which are filed as Exhibits 2 and 3, respectively, to this Schedule 13D.

Following the consummation of the Private Offering, the Carlyle Hertz Funds will own in the aggregate 71,287,943 Shares, which will represent approximately 17.4% of the outstanding Common Stock based on the number of Shares expected to be outstanding as of the closing date of the Private Offering (which is expected to occur in the second quarter of 2009). At present and without giving effect to the consummation of the Private Offering, the Carlyle Hertz Funds own in the aggregate 59,250,000 Shares, which represents approximately 15.7% of the outstanding Common Stock based on the number of Shares outstanding as of June 3, 2009, following the consummation of the Common Stock Public Offering and the exercise by the underwriters in the Common Stock Public Offering of their overallotment option.

(f)

Following the Common Stock Public Offering, Hertz Holdings ceased to be a “controlled company” as such designation is defined in the listing requirements of the New York Stock Exchange, Inc. (the “NYSE”), the securities exchange on which the Common Stock is listed. As a result of losing “controlled company” status, Hertz Holdings was required to adopt certain changes in its corporate governance arrangements, including (i) the creation of the Nominating and Governance Committee of Hertz Holdings with at least one member meeting the NYSE independence requirements, (ii) the addition of at least one member meeting the NYSE independence requirements to the Compensation Committee of Hertz Holdings, (iii) the adoption of an amended and restated charter of the Compensation Committee of Hertz Holdings and a charter of the Nominating and Governance Committee of Hertz Holdings, and (iv) certain conforming changes to Hertz Holdings’ by-laws, Code of Business Conduct and Ethics and Corporate Governance Guidelines (collectively, the “NYSE Governance Reforms”).

The consummation of the Private Offering is expected to restore “controlled company” status to Hertz Holdings and thereby remove the requirement for the NYSE Governance Reforms or future governance changes that would otherwise be mandated by the phase-in provisions of the NYSE’s listing requirements applicable to former controlled companies. The CD&R Hertz Funds have no definitive plans with respect to the NYSE Governance Reforms in the event that “controlled company” status is so restored.

Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate.

In particular, each Reporting Person may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer; dispose of all or a portion of the securities of the Issuer that the Reporting Persons now own or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities. In addition, the Reporting Persons may engage in discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Pursuant to the Stockholders Agreement, the Reporting Persons directly holding Shares are entitled to nominate, and other significant stockholders that are parties to the Stockholders Agreements are required to vote in favor of, nominees to the board of directors of the Issuer, which will afford access to, and participation in, deliberations of the board of directors regarding the business, operations, board composition, management, strategy and future plans of the Issuer.

As a result of these activities, and subject to the limitations set forth in the Stockholders Agreement and the Registration Rights Agreement (in each case, as defined below), one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include, but are not limited to, one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as disposing of one or more businesses; selling the Issuer or acquiring another company or business; changing operating or marketing strategies; adopting, not adopting, modifying, or eliminating certain types of anti-takeover measures; restructuring the Issuer’s capitalization; reviewing dividend and compensation policies; entering into agreements with third parties relating to acquisitions of securities issued or to be issued by the Issuer; entering into agreements with the management of the Issuer relating to acquisitions of Shares by members of management, issuance of options to management, or their employment by the Issuer.

To the knowledge of each Reporting Person, each of the persons listed on Schedule A hereto may make the same evaluation and reserve the same rights.

Except as described in Items 3 and 6 of this Schedule 13D which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.

Any solicitation of proxies will only be made by way of a definitive proxy statement and a form of proxy. Stockholders of the Issuer are advised to read any proxy statement or other documents related to a solicitation of proxies that may be made by the Reporting Persons. When and if completed, a definitive proxy statement and a form of proxy will be mailed to shareholders of the Issuer and will be available at no charge at the SEC’s website at http://www.sec.gov.

ITEM 5.

Interest in Securities of the Issuer

(a) – (b)

As of the date hereof (and including the Shares to be acquired in the Private Offering), each of the Reporting Persons is expected to beneficially own the number and percentage of Shares then expected to be issued and outstanding listed opposite its name:


Reporting Person(a)	Amount beneficially owned	Percent of class(b)		Sole power to vote or direct the vote	Shared power to vote or to direct the vote	Sole power to dispose or to direct the disposition of	Shared power to dispose or to direct the disposition of
TCG Holdings, L.L.C.	63,542,845	15.5	%	0	63,542,845	0	63,542,845
TC Group, L.L.C.	63,542,845	15.5	%	0	63,542,845	0	63,542,845
TC Group IV Managing GP, L.L.C.	63,542,845	15.5	%	0	63,542,845	0	63,542,845
TC Group IV, L.P.	63,542,845	15.5	%	0	63,542,845	0	63,542,845
Carlyle Partners IV, L.P.	61,076,182	14.9	%	0	61,076,182	0	61,076,182
CP IV Coinvestment, L.P.	2,466,663	0.6	%	0	2,466,663	0	2,466,663
DBD Cayman Limited	7,745,098	1.9	%	0	7,745,098	0	7,745,098
TCG Holdings Cayman II, L.P.	7,745,098	1.9	%	0	7,745,098	0	7,745,098
TC Group Cayman Investment Holdings, L.P.	7,745,098	1.9	%	0	7,745,098	0	7,745,098
CEP II Managing GP Holdings, Ltd.	7,745,098	1.9	%	0	7,745,098	0	7,745,098
CEP II Managing GP, L.P.	7,745,098	1.9	%	0	7,745,098	0	7,745,098
CEP II U.S. Investments, L.P.	7,452,823	1.8	%	0	7,452,823	0	7,452,823
Carlyle Europe Partners II, L.P.	292,275	0.1	%	0	292,275	0	292,275
CEP II Participations S.à r.l. SICAR	292,275	0.1	%	0	292,275	0	292,275

(a)

As noted in “Item 2. Identity and Background,” the CD&R Hertz Funds and the Merrill Lynch Hertz Funds are not included as Reporting Persons in this Schedule 13D, and the Carlyle Hertz Funds expressly disclaim beneficial ownership of all Shares held by such funds. As such, this table excludes: (i) 32,167,044 Shares held by ML Global Private Equity Fund, L.P.; (ii) 3,872,549 Shares held by Merrill Lynch Ventures L.P. 2001; (iii) 3,101,137 Shares held by ML Hertz Co-Investor, L.P.; (iv) 58,376,994 Shares held by Clayton Dubilier & Rice Fund VII, L.P.; (v) 21,314,510 Shares held by CDR CCMG Co-Investor L.P.; (vi) 396,245 Shares held by CD&R Parallel Fund VII, L.P.; and (vii) 19,362,745 Shares held by CMC-Hertz Partners, L.P.

(b)

Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. are the record owners of 61,076,182 Shares and 2,466,663 Shares, respectively. Investment discretion and control over the Shares held by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group IV, L.P., which is the sole general partner of each of the Carlyle Funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C is the sole general partner of TC Group IV, L.P. TCG Holdings, L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P. are the record owners of 292,275 Shares Common Stock and 7,452,823 Shares, respectively. CEP II Managing GP, L.P. is the general partner of CEP II U.S. Investments, L.P. and Carlyle Europe Partners II, L.P., which is in turn the sole shareholder of CEP II Participations S.à r.l. SICAR. CEP II Managing GP Holdings, Ltd. is the sole general partner of CEP II Managing GP, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of CEP II Managing GP Holdings, Ltd. TCG Holdings Cayman II, L.P. is the sole general partner of TC Group Cayman Investment Holdings, L.P. and DBD Cayman Limited is the sole general partner of TCG Holdings Cayman II, L.P. Accordingly, each of CEP II Managing GP, L.P., CEP II Managing GP Holdings, Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P. and DBD Cayman Limited may be deemed to be beneficial owners of the Common Stock held by CEP II Participations S.à r.l. SICAR and CEP II U.S. Investments, L.P.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Subscription Agreements

Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. have each entered into a Subscription Agreement with Hertz Holdings. See “Item 4(a)—Subscription Agreements.”

Stockholders Agreement

The Carlyle Hertz Funds are parties to the Amended and Restated Stockholders Agreement, dated as of November 20, 2006, among Hertz Holdings, the Carlyle Hertz Funds, Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (the “Stockholders Agreement”), which is incorporated herein by reference to Exhibit 4.10 to the Annual Report on Form 10-K of Hertz Holdings for the year ended December 31, 2006. As a consequence of certain provisions of the Stockholders Agreement pertaining to the holding, voting and disposing of Shares, the Carlyle Hertz Funds, the CD&R Hertz Funds and the Merrill Lynch Hertz Funds may be deemed a “group” as such term is used in Regulation 13D under the Act. The Stockholders Agreement requires the parties to vote their Shares for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement restricts the parties from selling Shares in certain instances and, in some negotiated transactions, requires the seller to offer each other party an opportunity to participate in the sale. In addition, the Stockholders Agreement requires the parties to vote their Shares pursuant to the instructions of certain groups of investors with respect to certain change of control transactions. The aggregate number of Shares to be beneficially owned collectively by the Carlyle Hertz Funds, the CD&R Hertz Funds, the Merrill Lynch Hertz Funds and CMC-Hertz Partners, L.P. following the completion of the Private Offering is 209,879,167, which after completion of the Private Offering is expected to represent approximately 51% of the Shares outstanding. The stock ownership reported for the Reporting Persons (including the Carlyle Hertz Funds) does not include any Shares owned by other parties to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of any Shares owned by the other parties to the Stockholders Agreement.

Registration Rights Agreement

The Carlyle Funds are parties to the Registration Rights Agreement, dated as of December 21, 2005, as heretofore amended, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., Carlyle Hertz Funds, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (the “Registration Rights Agreement”), which is incorporated herein by reference to Exhibit 4.11 to Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-135782) of Hertz Holdings as filed on October 23, 2006. For a description of the Registration Rights Agreement, see “Certain Relationship and Related Party Transactions — Registration Rights Agreement” in the Definitive Proxy Statement of Hertz Holdings filed on Schedule 14A on April 15, 2009, which is incorporated herein by reference.

ITEM 7.

Materials to be Filed as Exhibits


Exhibit Number		Description

1		Joint Filing Agreement, dated May 29, 2009, by and among the Reporting Persons

2		Subscription Agreement, dated May 19, 2009, between Hertz Global Holdings, Inc. and Carlyle Partners IV, L.P.

3		Subscription Agreement, dated May 19, 2009, between Hertz Global Holdings, Inc. and CP IV Coinvestment, L.P.

4		Amended and Restated Stockholders Agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc., Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à r.l. SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the year ended December 31, 2006 of Hertz Global Holdings, Inc.)

5		Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à r.l., ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (incorporated by reference to Exhibit 4.11 to Amendment No. 3 to the Registration Statement on Form S-1 of Hertz Global Holdings, Inc. (File No. 333-135782) as filed on October 23, 2006)


6		Amendment No. 1, dated as of November 20, 2006, to the Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à r.l. SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC- Hertz Partners, L.P. (incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2006 of Hertz Global Holdings, Inc.)

Signature Page 1 of 8

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 8, 2009


TCG Holdings, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC Group, L.L.C.

		By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC Group IV Managing GP, L.L.C.

		By: TC Group, L.L.C., as its Managing Member

		By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 2 of 8


TC Group IV, L.P.

		By: TC Group IV Managing GP, L.L.C., as its Managing Member

		By: TC Group, L.L.C., as its Managing Member

		By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Carlyle Partners IV, L.P.

		By: TC Group IV, L.P., as its General Partner

		By: TC Group IV Managing GP, L.L.C., as its General Partner

		By: TC Group, L.L.C., as its Managing Member

		By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 3 of 8


CP IV Coinvestment, L.P.

		By: TC Group IV, L.P., as its General Partner

		By: TC Group IV Managing GP, L.L.C., as its General Partner

		By: TC Group, L.L.C., as its Managing Member

		By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

DBD Cayman Limited

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TCG Holdings Cayman II, L.P.

		By: DBD Cayman Limited, as its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 4 of 8


TC Group Cayman Investment Holdings, L.P.

		By: TCG Holdings Cayman II, L.P., as its General Partner

		By: DBD Cayman Limited, as its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CEP II Managing GP Holdings, Ltd.

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 5 of 8


CEP II Managing GP, L.P.

		By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 6 of 8


CEP II U.S. Investments, L.P.

By: CEP II Managing GP, L.P., as its General Partner

By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 7 of 8


Carlyle Europe Partners II, L.P.

By: CEP II Managing GP, L.P., as its General Partner

By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 8 of 8


CEP II Participations S.à r.l. SICAR

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Schedule A


Name	Title/Principal Occupation or Employment	Citizenship
William E. Conway, Jr.	Mr. Conway is a managing member of TCG Holdings, L.L.C. and a director of CEP II Managing GP Holdings, Limited and DBD Cayman Limited. Mr. Conway is a Founder of The Carlyle Group,	United States of America

Daniel A. D’Aniello	Mr. D’Aniello is a managing member of TCG Holdings, L.L.C. and a director of CEP II Managing GP Holdings, Limited and DBD Cayman Limited. Mr. D’Aniello is a Founder of The Carlyle Group.	United States of America

Christopher Finn	Mr. Finn is a director of CEP II Participations S.à r.l. SICAR. Mr. Finn is a professional employee of The Carlyle Group.	United States of America

Guy Harles	Mr. Harles is a director of CEP II Participations S.à r.l. SICAR. Mr. Harles is a lawyer and partner of Arendt & Medernach, 14, rue Erasme, B.P. 39, Luxembourg L-2010, Luxembourg.	Luxembourg

David B. Pearson	Mr. Pearson is a director of CEP II Managing GP Holdings, Ltd. and CEP II Participations S.à r.l. SICAR. Mr. Pearson is a professional employee of The Carlyle Group.	United States of America

David M. Rubenstein	Mr. Rubenstein is a managing member of TCG Holdings, L.L.C. and a director of CEP II Managing GP Holdings, Limited and DBD Cayman Limited. Mr. Rubenstein is a Founder of The Carlyle Group.	United States of America

EX-99.1 2 dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the common stock beneficially owned by each of them, par value $0.01 per share, of Hertz Global Holdings, Inc., a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

[Remainder of this page has been left intentionally blank.]

Signature Page 1 of 8

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 8^th day of June, 2009.


TCG Holdings, L.L.C.

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC Group, L.L.C.

By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TC Group IV Managing GP, L.L.C.

By: TC Group, L.L.C., as its Managing Member

By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 2 of 8


TC Group IV, L.P.

By: TC Group IV Managing GP, L.L.C., as its Managing Member

By: TC Group, L.L.C., as its Managing Member

By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Carlyle Partners IV, L.P.

By: TC Group IV, L.P., as its General Partner

By: TC Group IV Managing GP, L.L.C., as its General Partner

By: TC Group, L.L.C., as its Managing Member

By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 3 of 8


CP IV Coinvestment, L.P.

By: TC Group IV, L.P., as its General Partner

By: TC Group IV Managing GP, L.L.C., as its General Partner

By: TC Group, L.L.C., as its Managing Member

By: TCG Holdings, L.L.C., as its Managing Member

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

DBD Cayman Limited

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

TCG Holdings Cayman II, L.P.

By: DBD Cayman Limited, as its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

Signature Page 4 of 8


TC Group Cayman Investment Holdings, L.P.

By: TCG Holdings Cayman II, L.P., as its General Partner

By: DBD Cayman Limited, as its General Partner

By:		/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

CEP II Managing GP Holdings, Ltd.

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 5 of 8


CEP II Managing GP, L.P.

By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 6 of 8


CEP II U.S. Investments, L.P.

By: CEP II Managing GP, L.P., as its General Partner

By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 7 of 8


Carlyle Europe Partners II, L.P.

By: CEP II Managing GP, L.P., as its General Partner

By: CEP II Managing GP Holdings, Ltd., as its General Partner

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

Signature Page 8 of 8


CEP II Participations S.à r.l. SICAR

By:		/s/ David B. Pearson
Name:		David B. Pearson
Title:		Director

EX-99.2 3 dex992.htm EXHIBIT 2 Exhibit 2

Exhibit 2

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH AGREEMENTS.

STOCK SUBSCRIPTION AGREEMENT

This Stock Subscription Agreement (this “Agreement”) is made as of May 19, 2009, between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Subscriber”).

RECITALS

The Company desires to engage in a public offering for the issuance and sale of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to $299 million exclusive of any overallotment option (the “Public Offering”). Concurrently with the Public Offering, the Company desires to engage in a private offering of shares of Common Stock to the Subscriber and certain other parties, subject to the representations, warranties, covenants and conditions set forth herein (the “Private Offering”).

The Company, Subscriber and certain other parties have entered into an Amended and Restated Stockholders Agreement, dated as of November 20, 2006 (as the same may be amended from time to time in accordance with its terms, the “Stockholders Agreement”), setting forth certain agreements with respect to, among other things, the management of the Company and transfers of their respective shares in various circumstances. The Company, Subscriber and certain other parties have also entered into a Registration Rights Agreement, dated as of December 21, 2005, as amended by Amendment No. 1 thereto, dated as of November 20, 2006 (as the same may be further amended from time to time in accordance with its terms and the Stockholders Agreement, the “Registration Rights Agreement”) setting forth certain agreements with respect to, among other things, the registration, under the Securities and Exchange Act of 1934 (the “Exchange Act”), of any shares of Common Stock held by the Subscriber that constitute Registrable Securities, as such term is defined in the Registration Rights Agreement.

In connection with the Private Offering, the Subscriber desires to purchase, and the Company desire to sell to the Subscriber, shares of Common Stock, subject to and in accordance with this Agreement.

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Sale and Purchase of Common Stock

1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

1.2. Subject to the satisfaction of the conditions set forth in Sections 5.1 and 5.2 hereof, the closing of the sale and purchase of the Common Stock provided for in Section 1.1 hereof (the “Closing”) shall take place at 10:00 a.m. (local time) at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, on such date as may be agreed upon by the Company and the Subscriber that is within three business days after the satisfaction of the conditions set forth in Section 5.1 and 5.2 hereof, or on such other time and date as may be agreed by the Company and the Subscriber. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”.

1.3. On the Closing Date, against payment by Subscriber of the Purchase Price by wire transfer of immediately available federal funds, the Company shall direct Computershare Investor Services, as transfer agent and registrar of its Common Stock, to issue, register and deliver to the Subscriber the number of shares of Common Stock set forth next to the Subscriber’s name on Schedule I hereto, and electronically credit such shares of Common Stock to the accounts designated by the Subscriber at the time of the sale of such shares.

1.4. The Company hereby agrees that any shares of Common Stock to be purchased by the Subscriber under this Agreement shall constitute Registrable Securities, as such term is defined in the Registration Rights Agreement.

2. [RESERVED]

3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that:

3.1. The Shares, when issued hereunder and upon delivery of the consideration therefor, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of restrictions on transfer, other than those set forth in the Stockholders Agreement, the Registration Rights Agreement and applicable federal and state securities laws.

3.2. The Company and its subsidiaries, taken together as a whole, have not sustained since December 31, 2008 any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “10-K”), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the “10-Q”), and the Current Reports on Form 8-K (or portions thereof) set forth on Schedule II hereto (the “8-Ks,” and, together with the 10-K and the 10-Q, the “Exchange Act Reports”) and, since May 1, 2009, there has not been any change in the capital stock or long term debt of the

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Company and its subsidiaries, taken together as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Exchange Act Reports.

3.3. The Company and its subsidiaries collectively have good title in fee simple to, or have valid rights to lease or otherwise use, all items of real property, and title to all personal property, which are material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Business”), free and clear of all liens, encumbrances, claims and title defects (collectively, “Liens”) that would reasonably be expected to have a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), other than Liens securing or otherwise permitted by the Senior Credit Facilities, the U.S. Fleet Debt, the Fleet Financing Facility, the International Fleet Debt Facilities, the Brazilian Fleet Financing Facility, the Belgian Fleet Financing Facility, the U.K. Leveraged Financing, the International ABS Fleet Financing Facility, the Canadian Fleet Financing Facility and the Other International Facility (in each case, as defined or used in the Exchange Act Reports), and except as do not materially interfere with the use of such properties.

3.4. The Company has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Exchange Act Reports, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing (if applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification; except where the failure to be so incorporated, or to be so qualified or have such corporate power or authority would not reasonably be expected to have a Material Adverse Effect.

3.5. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and will conform in all material respects to the description of the Stock set forth in the Company’s Registration Statement on Form 8-A as filed under the Exchange Act on November 8, 2006 (the “8-A”); all of the issued shares of capital stock of each of the Company’s subsidiaries listed on Schedule III (such subsidiaries, the “Designated Subsidiaries”) that is a corporation have been duly and validly authorized and issued, are fully paid and non-assessable and, to the extent that a subsidiary is a partnership or a limited liability company, all of the issued equity interests of each such subsidiary of the Company have been duly and validly authorized and issued and, in each case, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

3.6. The Shares to be issued and sold to the Subscriber have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non assessable and will conform in all material respects to the description of the Common Stock set forth in the 8-A.

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3.7. The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Designated Subsidiaries is a party or by which the Company or any of the Designated Subsidiaries is bound or to which any of the property or assets of the Company or any of the Designated Subsidiaries is subject, (ii) violate any provision of the certificate of incorporation or by laws of the Company or the Designated Subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Designated Subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not reasonably be expected to have a Material Adverse Effect, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the issue and sale of the Shares to be sold by the Company, or the consummation by the Company of the transactions contemplated by this Agreement, except (a) such consents, approvals, authorizations, registrations or qualifications as may be required under foreign, state, securities or “blue sky” laws or FINRA, in connection with the issue and sale of the Shares by the Company, and (b) where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect.

3.8. Neither the Company nor any of the Designated Subsidiaries is (i) in violation of its certificate of incorporation or by-laws or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) for any violation or default that would not reasonably be expected to have a Material Adverse Effect.

3.9. Other than as set forth in the Exchange Act Reports, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings are threatened by governmental authorities or by others.

3.10. The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

3.11. PricewaterhouseCoopers LLP, who has audited certain consolidated financial statements of the Company and its subsidiaries, and have audited the Company’s internal control over financial reporting and management’s assessment thereof are independent public accountants as required by the Securities Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder.

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3.12. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations; transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.13. Since December 31, 2008, to the knowledge of the Company, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or would reasonably be expected to materially adversely affect, the Company’s internal control over financial reporting.

3.14. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

3.15. Except as disclosed in the Exchange Act Reports, there is no claim pending or, to the knowledge of the Company, threatened under any Environmental Law (as defined below) against the Company or its subsidiaries that would reasonably be expected to have a Material Adverse Effect. The term “Environmental Law” means any federal, local or foreign law, regulation, ordinance, order, judgment decree, permit or rule (including rule of common law) now in effect governing pollution, or actual or alleged exposure to, hazardous or toxic materials, substances or wastes, including but not limited to, asbestos or asbestos-containing materials.

3.16. There is no strike or labor dispute, slowdown or work stoppage with the employees of the Company or any of its subsidiaries which is pending or, to the knowledge of the Company, threatened, except as would not reasonably be expected to have a Material Adverse Effect.

3.17. The Company and its subsidiaries collectively carry insurance (including self-insurance, if any) in such amounts and covering such risks as in the Company’s reasonable determination is adequate for the conduct of the business and the value of its properties, except where the failure to carry such insurance would not reasonably be expected to have a Material Adverse Effect.

3.18. The Company and its subsidiaries collectively own, or have the legal right to use, all United States patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for them to conduct the business as currently conducted (the “Intellectual Property”), except for those disclosed in the Exchange Act Reports or the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect. Except as disclosed in the Exchange Act Reports, no claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Company know of any such claim, and, to the knowledge of the Company, the use of such

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Intellectual Property by the Company and its subsidiaries does not infringe on the rights of any person, except for such claims and infringements which in the aggregate, would not be reasonably expected to have a Material Adverse Effect.

3.19. The Company has filed or caused to be filed all United States federal income tax returns and all other material tax returns which are required to be filed and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any governmental authority (other than any (i) taxes, fees or other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (ii) taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Company). No tax lien has been filed, and no claim is being asserted, with respect to any such tax, fee or other charge.

3.20. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Common Stock listed on the New York Stock Exchange.

4. Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that:

4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms.

4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration.

4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares.

4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk.

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4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act.

4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.

4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment.

4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act.

4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

5. Conditions to Sale and Purchase of the Common Stock.

5.1. The Company’s obligation to issue and sell the Shares on the Closing Date immediately prior to the Closing shall be subject to the satisfaction of the following conditions:

(a) all representations and warranties of Subscriber contained in this Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the subscription contemplated hereby shall constitute a reaffirmation by Subscriber that all representations and warranties of Subscriber contained in this Agreement are true and correct in all material respects as of the Closing Date;

(b) the Subscriber and the other parties purchasing Shares in the Private Offering, as listed in Schedule I hereto, representing the holders of a majority of the outstanding Common Stock of the Company, shall have delivered written consent to the Company (the “Consent”), in lieu of a special meeting of shareholders, approving the Private Offering;

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(d) no supranational, national, provincial, federal, state, local or other government, regulatory or administrative authority, or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”) shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the subscriptions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the subscription contemplated hereby; and

(e) all material consents, approvals and authorizations legally required to be obtained to consummate the subscription contemplated hereby shall have been obtained from all Governmental Authorities.

5.2. Subscriber’s obligation to purchase and pay for the Common Stock on the Closing Date immediately prior to the Closing shall be subject to the satisfaction of the following conditions:

(a) that all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the Closing Date, and consummation of the subscription contemplated hereby shall constitute a reaffirmation by the Company that all the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date;

(b) the Public Offering shall have been completed;

(c) the Company shall have filed with the SEC, pursuant to Rule 14c-5(a) of the Exchange Act, a preliminary information statement (the “Preliminary Information Statement”) providing notice of the Consent to the Private Offering to the holders of the Company’s Common Stock entitled to vote at an annual or special meeting;

(d) the Company shall have filed with the SEC, pursuant to Rule 14c-5(b) of the Exchange Act, a definitive information statement (the “Definitive Information Statement”) providing notice of the Consent to the Private Offering to the holders of the Company’s Common Stock entitled to vote at an annual or special meeting;

(e) The Definitive Information Statement shall have been transmitted to all of the holders of the Company’s Common Stock entitled to vote at an annual or special meeting, at least 20 calendar days prior to the Closing Date, pursuant to Rule 14c-2 of the Exchange Act;

(f) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the subscriptions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the subscriptions contemplated hereby; and

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(g) all material consents, approvals and authorizations legally required to be obtained to consummate the subscription contemplated hereby shall have been obtained from all Governmental Authorities.

6. Indemnities.

6.1. Subscriber hereby agrees to indemnify and hold harmless the Company and its shareholders (other than Subscriber), their respective affiliates, and the directors and officers of the foregoing and their successors and permitted assignees (other than those of Subscriber and its affiliates), from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty or agreement of such indemnifying party in this Agreement or any misrepresentation by such indemnifying party in this Agreement. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the indemnifying party hereby agrees to make the maximum contribution to the payment and satisfaction of each of such losses, damages, liabilities and expenses which is permissible under applicable law.

6.2. The Company hereby agrees to indemnify and hold harmless the Subscriber and its shareholders, their respective affiliates, and the directors and officers of the foregoing and their successors and permitted assignees, from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any breach of any representation, warranty or agreement of such indemnifying party in this Agreement or any misrepresentation by such indemnifying party in this Agreement. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the indemnifying party hereby agrees to make the maximum contribution to the payment and satisfaction of each of such losses, damages, liabilities and expenses which is permissible under applicable law.

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7. Legends.

7.1. The Subscriber agrees and acknowledges that the shares of Common Stock purchased under this Agreement shall constitute “restricted securities,” as defined by the Securities Act, shall be subject to transfer restrictions and shall have their restricted status noted on the books of Company’s transfer agent.

7.2. All certificates representing the shares of Common Stock purchased under this Agreement shall bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”

8. Miscellaneous.

8.1. Entire Agreement. This Agreement, together with the schedules hereto and the agreements contemplated herein, constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8.2. Amendment.

(a) This Agreement may be amended only by an instrument in writing signed by the Company (upon Unanimous Investor Approval) and Subscriber. Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by each party (upon Unanimous Investor Approval, in the case of the Company) against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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8.3. Successors; Assignment. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Prior to the Closing, Subscriber may not assign any of Subscriber’s rights hereunder and, after the Closing, Subscriber may not assign any of Subscriber’s rights hereunder except in connection with a transfer of the Shares in compliance with the terms and conditions of the Stockholders Agreement and the Registration Rights Agreement.

8.4. Survival. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and transfer of the Shares.

8.5. Expenses. Each of the parties hereto agrees to pay the expenses incurred by it in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, including without limitation, fees and expenses of counsel to each party.

8.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

8.7. Notices. Notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by reputable overnight courier or (d) sent by fax (provided a confirmation copy is sent by one of the other methods set forth above), as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey 07656

Attention: General Counsel

Fax: (201) 594-3122

If to the Subscriber, to it at the address set forth on Schedule I.

9. Governing Law.

9.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

9.2. Consent to Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or

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other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees not to commence any such suit, action or other proceeding except in such courts). Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth or referred to in Section 8.7 shall be effective service of process for any such suit, action or other proceeding. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or other proceeding in (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

9.3. Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party (a) certifies and acknowledges that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it understands and has considered the implications of this wavier and makes this wavier voluntarily, and that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.3.

9.4. Reliance. Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of Section 9.3 constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.


HERTZ GLOBAL HOLDINGS, INC.

/s/ Elyse Douglas
Name:		Elyse Douglas
Title:		Executive Vice President and Chief Financial Officer

CARLYLE PARTNERS IV, L.P.
By: TC Group IV, L.P., its general partner
By: TC Group IV Managing GP, L.L.C., its general partner
By: TC Group, L.L.C., its sole member
By: TCG Holdings, L.L.C., its managing member

/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

SCHEDULE I


Subscriber	Notice Address	Shares of Common Stock

Clayton, Dubilier & Rice Fund VII, L.P.	Clayton, Dubilier & Rice Fund VII, L.P. c/o M&C Corporate Services Limited P.O. Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Facsimile: (345) 949-8080 With a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York 10152 Attention: Mr. David H. Wasserman Facsimile: (212) 893-7061 With a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Franci J. Blassberg, Esq. Facsimile: (212) 909-6836	19,921,396

CD&R Parallel Fund VII, L.P.	CD&R Parallel Fund VII, L.P. c/o M&C Corporate Services Limited P.O. Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Facsimile: (345) 949-8080 With a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York 10152 Attention: Mr. David H. Wasserman Facsimile: (212) 893-7061 With a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Franci J. Blassberg, Esq. Facsimile: (212) 909-6836	141,843


Subscriber	Notice Address	Shares of Common Stock

Carlyle Partners IV, L.P.	Carlyle Partners IV, L.P. c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington DC 20004-2505 Attention: Mr. Gregory S. Ledford Facsimile: (202) 347-1818 With a copy to (which shall not constitute notice): Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004-1304 Attention: Daniel T. Lennon, Esq. & David S. Dantzic, Esq. Facsimile: (202) 637-2201	11,570,644

CP IV Coinvestment, L.P.	CP IV Coinvestment, L.P. c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington DC 20004-2505 Attention: Mr. Gregory S. Ledford Facsimile: (202) 347-1818 With a copy to (which shall not constitute notice): Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004-1304 Attention Daniel T. Lennon, Esq. David S. Dantzic, Esq. Facsimile: (202) 637-2201	467,300

TOTAL	N/A	32,101,182

SCHEDULE II

1.	Current Report of the Company on Form 8-K filed on March 4, 2009

2.	Current Report of the Company on Form 8-K filed on April 6, 2009

3.	Current Report of the Company on Form 8-K filed on April 14, 2009

4.	That portion of the Current Report of the Company on Form 8-K filed on January 20, 2009 that appears under the caption Item 2.05

SCHEDULE III

1.	Hertz Investors, Inc.

2.	The Hertz Corporation

3.	Hertz International, Inc.

4.	Hertz Equipment Rental Corporation

5.	Hertz System, Inc.

EX-99.3 4 dex993.htm EXHIBIT 3 Exhibit 3

Exhibit 3

STOCK SUBSCRIPTION AGREEMENT

RECITALS

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Sale and Purchase of Common Stock

2. [RESERVED]

3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that:

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-3-

-4-

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4. Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that:

4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk.

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4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act.

5. Conditions to Sale and Purchase of the Common Stock.

5.1. The Company’s obligation to issue and sell the Shares on the Closing Date immediately prior to the Closing shall be subject to the satisfaction of the following conditions:

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(e) all material consents, approvals and authorizations legally required to be obtained to consummate the subscription contemplated hereby shall have been obtained from all Governmental Authorities.

5.2. Subscriber’s obligation to purchase and pay for the Common Stock on the Closing Date immediately prior to the Closing shall be subject to the satisfaction of the following conditions:

(b) the Public Offering shall have been completed;

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(g) all material consents, approvals and authorizations legally required to be obtained to consummate the subscription contemplated hereby shall have been obtained from all Governmental Authorities.

6. Indemnities.

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7. Legends.

7.2. All certificates representing the shares of Common Stock purchased under this Agreement shall bear a legend substantially in the following form:

8. Miscellaneous.

8.2. Amendment.

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8.4. Survival. All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof and transfer of the Shares.

If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey 07656

Attention: General Counsel

Fax: (201) 594-3122

If to the Subscriber, to it at the address set forth on Schedule I.

9. Governing Law.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.


HERTZ GLOBAL HOLDINGS, INC.

/s/ Elyse Douglas
Name:		Elyse Douglas
Title:		Executive Vice President and Chief Financial Officer

CP IV COINVESTMENT, L.P.
By: TC Group IV, L.P., its general partner
By: TC Group IV Managing GP, L.L.C., its general partner
By: TC Group, L.L.C., its sole member
By: TCG Holdings, L.L.C., its managing member

/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Managing Director

SCHEDULE I


Subscriber	Notice Address	Shares of Common Stock

Clayton, Dubilier & Rice Fund VII, L.P.	Clayton, Dubilier & Rice Fund VII, L.P. c/o M&C Corporate Services Limited P.O. Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Facsimile: (345) 949-8080 With a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York 10152 Attention: Mr. David H. Wasserman Facsimile: (212) 893-7061 With a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Franci J. Blassberg, Esq. Facsimile: (212) 909-6836	19,921,396

CD&R Parallel Fund VII, L.P.	CD&R Parallel Fund VII, L.P. c/o M&C Corporate Services Limited P.O. Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands, British West Indies Facsimile: (345) 949-8080 With a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York 10152 Attention: Mr. David H. Wasserman Facsimile: (212) 893-7061 With a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Franci J. Blassberg, Esq. Facsimile: (212) 909-6836	141,843


Subscriber	Notice Address	Shares of Common Stock

Carlyle Partners IV, L.P.	Carlyle Partners IV, L.P. c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington DC 20004-2505 Attention: Mr. Gregory S. Ledford Facsimile: (202) 347-1818 With a copy to (which shall not constitute notice): Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004-1304 Attention: Daniel T. Lennon, Esq. & David S. Dantzic, Esq. Facsimile: (202) 637-2201	11,570,644

CP IV Coinvestment, L.P.	CP IV Coinvestment, L.P. c/o The Carlyle Group 1001 Pennsylvania Avenue, NW Suite 220 South Washington DC 20004-2505 Attention: Mr. Gregory S. Ledford Facsimile: (202) 347-1818 With a copy to (which shall not constitute notice): Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC 20004-1304 Attention Daniel T. Lennon, Esq. David S. Dantzic, Esq. Facsimile: (202) 637-2201	467,300

TOTAL	N/A	32,101,182

SCHEDULE II

1.	Current Report of the Company on Form 8-K filed on March 4, 2009

2.	Current Report of the Company on Form 8-K filed on April 6, 2009

3.	Current Report of the Company on Form 8-K filed on April 14, 2009

4.	That portion of the Current Report of the Company on Form 8-K filed on January 20, 2009 that appears under the caption Item 2.05

SCHEDULE III

1.	Hertz Investors, Inc.

2.	The Hertz Corporation

3.	Hertz International, Inc.

4.	Hertz Equipment Rental Corporation

5.	Hertz System, Inc.

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