8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 19, 2012

Hertz Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33139	20-3530539
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 Brae Boulevard, Park Ridge, New Jersey	07656-0713
(Address of principal executive offices)	(Zip Code)

(201) 307-2000

 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.       Completion of Acquisition or Disposition of Assets.

As previously disclosed, Hertz Global Holdings, Inc., a Delaware corporation (“Hertz”), entered into an Agreement and Plan of Merger, dated as of August 26, 2012 (the “Merger Agreement”), with Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), and HDTMS, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Hertz.  In accordance with the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of the Company’s common stock, par value $0.01 per share (each, a “Share”), at a purchase price of $87.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), on the terms and subject to the conditions provided for in the Offer to Purchase, dated September 10, 2012 (as amended and supplemented, the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

Computershare Trust Company, N.A., the depositary for the Offer has indicated that a total of 27,956,234 Shares were validly tendered and not properly withdrawn pursuant to the Offer (which includes shares subject to guaranteed delivery procedures), representing approximately 99.6% of the Shares outstanding.  All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment.

On November 19, 2012, Hertz completed the acquisition of Dollar Thrifty pursuant to the terms of the Merger Agreement. Purchaser merged with and into the Company, with the Company continuing as the surviving corporation as a wholly owned subsidiary of Hertz (the “Merger”).  In order to accomplish the Merger as a short-form merger, Purchaser exercised its “top-up” option pursuant to the Merger Agreement, which permitted Purchaser to purchase additional Shares directly from the Company.  Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive $87.50 in cash, without any interest and less any required withholding taxes (which is the same amount per Share that will be paid in the Offer) except for (1) Shares owned by the Company or any of its subsidiaries (or held in the Company’s treasury) or owned by Hertz or Purchaser or any of their respective subsidiaries, which were canceled and cease to exist, and (2) Shares owned by the Company’s stockholders who perfected their appraisal rights under the General Corporation Law of the State of Delaware.

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Hertz with the Securities and Exchange Commission (the “SEC”) on August 27, 2012, and is incorporated herein by reference as Exhibit 2.1.

Item 7.01.Regulation FD Disclosure.

On November 20, 2012, Hertz posted to its website a summary of the divestiture agreement that Hertz entered into with the Federal Trade Commission in connection with the acquisition of Dollar Thrifty, a list of related frequently asked questions and PowerPoint slides.  A copy of these materials is also attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01.       Other Events.

A copy of the press release issued by Hertz on November 16, 2012 regarding the expiration and results of the Offer and filed as Exhibit (a)(5)(U) to Schedule TO-T/A filed by Hertz with the SEC on November 16, 2012 is incorporated herein by reference as Exhibit 99.4.

On November 20, 2012, Hertz issued a press release regarding the completion of the acquisition of Dollar Thrifty.  A copy of the press release is furnished as Exhibit 99.5 hereto and is incorporated herein by reference.

Item 9.01.       Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.  Financial statements of the business acquired will be filed by amendment to this Current Report no later than 71 calendar days after the date that this Report is required to be filed.

(b)  Pro Forma Financial Information.  Pro forma financial information will be filed by amendment to this Current Report no later than 71 calendar days following the date that this Report is required to be filed.

(d)  Exhibits.  The following Exhibits are filed as part of this Report on Form 8-K:

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of August 26, 2012, by and among Hertz Global Holdings, Inc., HDTMS, Inc. and Dollar Thrifty Automotive Group, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hertz Global Holdings, Inc. on August 27, 2012).
99.1	Summary of Hertz Global Holdings, Inc.’s Divestiture Agreement with the Federal Trade Commission.*
99.2	Frequently Asked Questions Relating to Hertz Global Holdings, Inc.’s Divestiture Agreement with the Federal Trade Commission.*
99.3	PowerPoint Slides Relating to Hertz Global Holdings, Inc.’s Divestiture Agreement with the Federal Trade Commission.*
99.4	Press Release issued November 16, 2012 (incorporated herein by reference to Exhibit (a)(5)(U) to Schedule TO-T/A filed by Hertz Global Holdings, Inc. on November 16, 2012).
99.5	Press Release issued November 20, 2012.*

*  Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HERTZ GLOBAL HOLDINGS, INC.,
(Registrant)
By:	/s/ J. Jeffrey Zimmerman
	Name:  J. Jeffrey Zimmerman
	Title:    Senior Vice President, General Counsel & Secretary

Date:  November 20, 2012

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of August 26, 2012, by and among Hertz Global Holdings, Inc., HDTMS, Inc. and Dollar Thrifty Automotive Group, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hertz Global Holdings, Inc. on August 27, 2012).
99.1	Summary of Hertz Global Holdings, Inc.’s Divestiture Agreement with the Federal Trade Commission.*
99.2	Frequently Asked Questions Relating to Hertz Global Holdings, Inc.'s Divestiture Agreement with the Federal Trade Commission.*
99.3	PowerPoint Slides Relating to Hertz Global Holdings, Inc.’s Divestiture Agreement with the Federal Trade Commission.*
99.4	Press Release issued November 16, 2012 (incorporated herein by reference to Exhibit (a)(5)(U) to Schedule TO-T/A filed by Hertz Global Holdings, Inc. on November 16, 2012).
99.5	Press Release issued November 20, 2012.*

* Filed herewith
 

EX-99.1

Exhibit 99.1

HERTZ’S DIVESTITURE AGREEMENT WITH THE FTC

On November 16, Hertz entered into an agreement with the FTC that cleared the way for completion of its acquisition of Dollar Thrifty.  The FTC agreement requires Hertz to:

· divest Hertz’s Simply Wheelz subsidiary, which owns and operates the Advantage® brand (“Advantage”);

· secure for the buyer of Advantage on-airport car rental concessions and certain related assets at 13 locations where Dollar Thrifty currently operates at least one of its brands (the “Initial Airport Locations”); and

· secure for the buyer of Advantage, or one or more other FTC-approved buyers, on-airport concessions at 13 additional locations where Dollar Thrifty currently operates (the “Secondary Airport Locations”).

The FTC agreement affords Hertz considerable flexibility as to how to accomplish these divestitures.  Hertz has already entered into an agreement to sell Advantage to Adreca Holdings Corp., a subsidiary of Macquarie Capital which is operated by Franchise Services of North America Inc.  The Adreca agreement will also permit Hertz to satisfy its divestiture obligation with respect to the Initial Airport Locations by securing for Advantage on-airport concessions through one of several ways:

· obtaining new on-airport concession agreements for Advantage;

· assigning an existing Dollar or Thrifty (or joint Dollar Thrifty) on-airport concession to Advantage; or

· negotiating with the applicable airports to allow Hertz or Dollar Thrifty to sublease to Advantage a portion of their existing on-airport concessions.

Hertz has similar flexibility in determining how to satisfy its divestiture obligations with respect to the Secondary Airport Locations.

The manner in which Hertz satisfies its divestiture obligations will be determined by Hertz on an airport-by-airport basis, working with the applicable airport authorities.  Where Hertz is successful in securing a separate on-airport concession for Adreca or another buyer, Hertz expects to be able to continue operating all existing Hertz, Dollar and Thrifty operations at those airports.  In locations where Hertz assigns a Dollar or Thrifty (or joint Dollar Thrifty) airport concession, those concessions will be operated under the buyer’s brand, and Hertz would expect to operate its displaced brand or brands from a near airport location until such time as the applicable airport concessions expire and it has the opportunity to bid the displaced brand(s) back on to the airports.  (In certain of the Initial Airport Locations, Hertz has agreed not to bid to displace the buyer for 18 months from divestiture.)  Buyers with respect to the Initial Airport Locations and Secondary Airport Locations will acquire on-airport concessions, but not the right to operate under the Dollar or Thrifty brands, the ownership of which will be retained by Hertz.

In order to facilitate the divestiture of the Secondary Airport Locations, the FTC agreement provides for Hertz to make certain support payments to the buyer(s) of those airport concessions.  If Hertz is unable to obtain the approvals required to divest airport concessions at any Initial Airport Location or certain of the Secondary Airport Locations, the FTC agreement provides that the FTC may designate a substitute airport concession which Hertz would then be required to divest within 90 days.  Hertz also has the right to apply to the FTC for termination of its divestiture obligations if it is unable obtain the approvals required to divest a location within 6 months after the applicable divestiture deadline.

The sale of Advantage to Adreca is scheduled to close on December 12, 2012, and Adreca’s acquisition of the Initial Airport Locations is scheduled for 90 days after Hertz’s acquisition of Dollar Thrifty.  Under the FTC agreement, the divestiture of 10 of the 13 airport concessions included in the Secondary Airport Locations is to occur within 6 months of the Dollar Thrifty acquisition, with the remaining 3 airport concessions to be divested within 3 months later.  The FTC agreement permits the FTC to appoint a divestiture trustee with power to effect the required divestitures if they have not taken place by these deadlines.  A divestiture trustee may also be appointed with respect to Secondary Airport Locations if Hertz has not submitted for FTC approval a signed contract with a buyer within 60 days of the FTC agreement.  (Hertz has agreed in the FTC agreement not to seek a buyer other than Adreca for the Secondary Airport Locations for 30 days after the Dollar Thrifty acquisition.)  Any divestiture trustee will have 12 months to effect the divestitures.  Pending divestiture, Dollar Thrifty will continue to operate its existing concessions at the Initial Airport Locations and the Secondary Airport Locations.  Similarly, if Hertz and/or the Divestiture Trustee are ultimately unable to divest one or more locations, they are expected to continue operations under their existing ownership.

The FTC agreement includes provisions designed to (1) maintain and preserve the assets to be divested pending their disposition, and (2) give the buyer the contracts, records and personnel required to operate Advantage and the divested Initial Airport Locations as on-going rental car businesses.  It also includes provision for the appointment of a monitor who will oversee and report to the FTC with respect to Hertz’s on-going compliance with the FTC agreement.

It is difficult to estimate how much revenue leakage we may experience as a result of the divestitures associated with the Initial Airport Locations and the Secondary Airport Locations, but we believe it will not be material. The exact amount will depend on the remedy we are able to secure at each airport divested. Where we are able to keep all three brands on-airport, there won't be any leakage. Where we operate the divested brand off-airport, we expect to keep a significant amount of its revenue and try and direct revenue to the brands that remain on-airport (tour business will be easily transferred from say Thrifty to either Dollar or Hertz). In any event, we do not believe the leakage will be material, which should translate into an immaterial loss of EBITDA. Moreover, when factored into the overall transaction, the estimated EBITDA loss did not move the needle on the valuation of what we paid for Dollar Thrifty.

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EX-99.2

Exhibit 99.2

HERTZ DIVESTITURE AGREEMENT WITH THE FTC:

FREQUENTLY ASKED QUESTIONS

1.  In August, Hertz disclosed that the divestiture of Advantage would result in an estimated loss of $30 million of EBITDA.  Does that number include the impact of losing revenue at the Dollar Thrifty locations that you may need to divest?

No.

● The estimated $30 million of EBITDA loss was only for the current Advantage locations and does not include any potential losses we may incur in connection with the divestiture of the 26 Dollar Thrifty locations.

● It is difficult to estimate potential revenue leakage at the 26 Dollar Thrifty locations.

● The exact amount depends on the remedy at each airport.

● We believe the revenue leakage will not be material, which should translate into an immaterial loss of EBITDA.

● Estimated EBITDA loss does not move the needle on valuation paid for Dollar Thrifty.

2.  What airports do you have to divest?

In addition to those airports where Advantage currently operates, the FTC identified 26 airports served by Dollar Thrifty where it believed competition would be served by the on-airport addition of Advantage or another leisure car rental brand.  Under Hertz’s agreement with the FTC, Hertz has undertaken to secure that on-airport presence.  It may do so, either by obtaining new airport concessions for Advantage or another buyer or by subdividing or assigning existing concessions operated by Dollar Thrifty, subject to airport approval.  Because those arrangements have not been finalized, Hertz cannot be certain which will require the divestiture of an existing Dollar and/or Thrifty concession.

3.  Why are there two groups of additional airport locations (i.e., the Initial Airport Locations and the Secondary Airport Locations) to be divested?  What is the difference between the two groups?

Based upon discussions with the FTC Staff, Hertz concluded that the divestiture of Advantage and the Initial Airport Locations would be sufficient to secure FTC approval of Hertz’s acquisition of Dollar Thrifty.  On that basis, Hertz negotiated a purchase agreement with Adreca (a subsidiary of Macquarie Capital, operated by Franchise Services of North America Inc.) which provided for the sale of Advantage and the Initial Airport Locations, including certain related assets required to operate the Initial Airport Locations (excluding rental vehicles).  In the final days leading up to the FTC agreement, it became clear that, to avoid litigation and the associated delay, Hertz would need to divest additional on-airport locations if FTC approval was to be secured prior to the November 16 expiration of Hertz’s offer to purchase Dollar Thrifty shares.  Hertz ultimately agreed to include in the divestiture package the airport concession agreements for the 13 Secondary Airport Locations, together with certain associated joint use and/or service agreements.  The FTC agreement also gives Hertz additional time to find an acceptable buyer for the Secondary Airport Locations.

4.  Will the Hertz brand have to move off airport?

No, the FTC agreement focused on locations where the Dollar and/or Thrifty brands are currently operated and where the FTC concluded competition would be served by assuring the on-airport presence of Advantage or another new leisure brand.

5.    Will Dollar and Thrifty be allowed to continue operating at or near the divestiture airports?

Yes.  At the majority of the divestiture airports Hertz expects to continue operating on-airport with either or both of the Dollar and Thrifty brands after providing the divestiture buyer with a counter.  In some instances one or both brands may be required to move off-airport in order to free up a slot.  When that occurs, however, Hertz generally will continue to operate the Dollar and/or Thrifty brands from nearby, serving airport customers from an off airport location.  Eventually, Hertz will be able to bid for new on-airport concessions for the brand(s).

6.  What happens if an airport refuses to allow the new brand on airport?

In the case of the Initial Airport Locations and certain of the Secondary Airport Locations, if the airport refuses to allow a new brand on-airport, the FTC may designate a substitute on-airport location to be divested within 6 months.  If Hertz is unable to obtain airport consents within 6 months of the divestiture deadline it may also petition the FTC to relieve it of its divestiture obligation.

7.  When do all these transfers need to be accomplished?

The divestiture deadline differs by location.  Hertz has agreed to divest Advantage by December 12, 2012.  The deadline for divestiture of the Initial Airport locations is 90 days from Hertz’s acquisition of Dollar Thrifty.  Hertz has undertaken to divest 10 of the 13 Secondary Airport Locations within 6 months of the Dollar Thrifty acquisition, with the remaining locations to be divested within 3 months thereafter.

8.  Does Hertz need to shut down operations at these airports until they are divested?

No, the FTC agreement does not require any operations to be shut down pending divestiture.

9.  What if you can’t find a buyer for the 13 Secondary Airport Locations?

The FTC agreement fixed deadlines for the divestiture of the various classes of assets to be divested.  If Hertz cannot meet those deadlines, either because the applicable airports refuse to consent or it cannot find a buyer acceptable to the FTC, (1) the FTC may designate a Divestiture Trustee to accomplish the divestiture within 12 months and (2) Hertz may, 6 months after the applicable deadline, petition the for relief from its divestiture obligations

10.  How much do you expect to receive in purchase price consideration for the 13 Secondary Airport Locations?

Hertz has not started the process of selling the 13 Secondary Airport Locations, so it cannot know what the applicable purchase price will be.

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11.  Do you have to sell all of the 13 new airports to one buyer?

No, the FTC agreement would permit Hertz to sell to one or more buyers.

12.  Why did the FTC require you to negotiate exclusively with Adreca for 30 days?

The FTC’s review of the proposed divestiture of Advantage included consideration of Adreca’s (and its owner/operator Macquarie/FSNA’s) capacity to operate as a competitive force in the on-airport market.  By giving Adreca an exclusive period to acquire the Secondary Airport Locations, Hertz believes the FTC was seeking to give Adreca an enhanced opportunity to further expand its on-airport operations.

13.  What actually are you giving up at these airports? Are you giving up cars busses, or anything else at these airports?

Again, the answer varies depending on the airport location.  Because Hertz will be selling Advantage, all the assets of that subsidiary will be transferred with the company.  In the case of the Initial Airport Locations, Hertz will transfer the applicable airport concessions and selected assets negotiated with FSNA/Mac to assist it in the on-going operations of those locations.  At the Secondary Airport Locations, transfers will be limited to the airport concession agreements and certain related facility access/services agreements.  No rental vehicles are required or expected to sold as part of the divestitures.

14.  Are you required to give up brand names at the airports in question?

No.  Beyond the Advantage brand rights, which will transfer to Adreca as part of the Advantage sale, Hertz is not required to divest or license any other brand names.

15.  What does the Monitor do?

The appointment of a monitor with oversight responsibilities is standard in FTC divestiture orders.  Hertz will periodically report to the Monitor on its divestiture efforts and the Monitor, in turn, will advise the FTC on Hertz’s progress in complying with the terms of its agreement with the FTC.

16.  What does the Divestiture Trustee do?

If a Divestiture Trustee is appointed by the FTC with respect to any of the assets to be divested, she/he will have the authority to dispose of those assets during the 12 months following the Trustee’s appointment.  Once again, providing for a trustee as a fallback means of accomplishing a divestiture is standard FTC practice.

3

17.  What is the 30 day comment period in the FTC process?  Is there a chance the FTC will change its mind?

The 30 day comment period, which is a regulatory requirement for all FTC orders of this nature, provides an opportunity for public comment.  The FTC’s action in this matter will only become final upon the expiration of that comment period and a vote by the Commission officially adopting the order. Changes of mind by the Commission are exceedingly rare, however, and Hertz is unaware of any instance in which the Commission decided to seek to block or undo a merger after accepting a consent order for public comment.

18.  The FTC’s press release said there are 29 airports that need to be divested, Hertz’s press release said 26, what is the difference?

The FTC initially identified 16 on-airport locations for inclusion in the Initial Airport Locations.  During the period that the Hertz/Dollar Thrifty acquisition was under FTC review, Hertz was able to secure on-airport concessions for Advantage at three of those locations.  Accordingly, only 13 of the original 16 on-airport locations remain to be divested.

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EX-99.3

Exhibit 99.3

* November 20, 2012 Hertz Acquisition of Dollar Thrifty Overview

* Forward-Looking Statements This communication contains “forward-looking statements”. Examples of forward-looking statements include information concerning Hertz’s outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that Hertz has made in light of its experience in the industry as well as their perceptions of historical trends, current conditions, expected future developments and other factors that Hertz believes are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.   Among other items, such factors could include: the risk that expected synergies, operational efficiencies and cost savings from a Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame; the risk that unexpected costs will be incurred in connection with the proposed Dollar Thrifty transaction; the retention of certain key employees of Dollar Thrifty may be difficult; and the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty. Additional information concerning these and other factors can be found in Hertz’s filings and Dollar Thrifty’s filings with the Securities and Exchange Commission, including Hertz’s and Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.   Hertz therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Hertz or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Hertz undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

* Anticipated Operational Impact of Divestitures Hertz brand will continue to operate at all airports, where it currently operates today Hertz anticipates maintaining all three brands (Hertz, Dollar and Thrifty) on airport at 4 of the 26 impacted airports Hertz anticipates that one brand (Dollar or Thrifty) will be displaced at 15 of the impacted airports Hertz anticipates that both Dollar & Thrifty brands will be displaced at only 7 airports Hertz intends to continue operating any Dollar or Thrifty displaced brand off airport until we are able to bid on a new concession agreement on airport

* FTC Consent Decree Requirements Brand Divestiture # Locations to be Divested Assets Buyer Deadline Options U.S. Advantage Locations YES (Advantage) 56 Airport concessions (35), busses, vehicle sublease Adreca** 12/12/2012 No Dollar or Thrifty divestitures required Initial Airport Locations NO 13 Dollar or Thrifty, or joint Dollar/Thrifty concession agreements; MAG* support; busses, vehicle sublease Adreca 2/15/13 Obtain new concessions for Advantage; Subdivide an existing concession agreement to share counter with Advantage; Transfer Dollar or Thrifty counter to Advantage, move displaced brand(s) off airport, then re-bid concessions when allowed by FTC Secondary Airport Locations NO 13 Dollar or Thrifty, or joint Dollar/Thrifty concession agreement; MAG* support Adreca - 30 day exclusive first look; Other acceptable buyer(s) Hertz will operate locations until divested; Hertz has 60 days to market assets; Thereafter, FTC- designated Trustee has 12 mos. to divest any remaining assets Obtain new concessions for buyer; Subdivide an existing concession agreement to share counter with buyer; Transfer Dollar or Thrifty counter to buyer, move displaced brand(s) off airport, then re-bid concessions asap EU Advantage Locations Advantage stores to be rebranded 0 N/A N/A N/A N/A Hertz Locations NO 0 N/A N/A N/A N/A *MAG - Airports' Minimum Annual Guarantee Requirement **Subsidiary of Macquarie Capital, operated by Franchise Services of N.A. Inc.

* FTC Consent Decree Requirements Brand Divestiture # Locations to be Divested Assets Buyer Deadline Options U.S. Advantage Locations YES (Advantage) 56 Airport concessions (35), busses, vehicle sublease Adreca** 12/12/2012 No Dollar or Thrifty divestitures required Initial Airport Locations NO 13 Dollar or Thrifty, or joint Dollar/Thrifty concession agreements; MAG* support; busses, vehicle sublease Adreca 2/15/13 Obtain new concessions for Advantage; Subdivide an existing concession agreement to share counter with Advantage; Transfer Dollar or Thrifty counter to Advantage, move displaced brand(s) off airport, then re-bid concessions when allowed by FTC Secondary Airport Locations NO 13 Dollar or Thrifty, or joint Dollar/Thrifty concession agreement; MAG* support Adreca - 30 day exclusive first look; Other acceptable buyer(s) Hertz will operate locations until divested; Hertz has 60 days to market assets; Thereafter, FTC-designated Trustee has 12 mos. to divest any remaining assets Obtain new concessions for buyer; Subdivide an existing concession agreement to share counter with buyer; Transfer Dollar or Thrifty counter to buyer, move displaced brand(s) off airport, then re-bid concessions asap EU Advantage Locations Advantage stores to be rebranded 0 N/A N/A N/A N/A Hertz Locations NO 0 N/A N/A N/A N/A *MAG - Airports' Minimum Annual Guarantee Requirement **Subsidiary of Macquarie Capital, operated by Franchise Services of N.A. Inc.

* Anticipated Financial Impact of Divestitures Advantage divestiture of ~$30 million EBITDA Difficult to estimate potential revenue leakage of Initial and Secondary airport location divestitures Exact amount depends on remedy at each airport Where we are able to keep all three brands on-airport, there won't be any leakage Where we operate displaced brand(s) off-airport, expect to keep a significant amount of that revenue Will also try to direct some revenue to brand(s) remaining on airport Temporary loss of EBITDA does not materially impact valuation paid for DTG

* Worldwide By the Numbers… LTM* Corporate Revenue $7.4B $1.6B (60% Dollar/40% Thrifty) $8.8B $10.1B 2011 Franchise Revenue $3.7B $700M  $4.4B $4.4B Avg. Corp. RAC Fleet Units* 638,400 113,800 733,000 733,000 LTM* Corporate EBITDA $1.1B $327M $1.4B $1.8B Total Rental Car Locations 8,800 1,580 10,324 10,324 Employees 27,200 5,900 32,500 38,300 Markets Served Premium Commercial & Leisure, Insurance Replacement, Leasing, Monthly/Hourly car rental Mid-tier Value Leisure Serving all segments of rental car market Worldwide rental car and equipment rental U.S. Airport Market Share 26% 11% * LTM 9/30/12 ** Calculated as Hertz RAC plus DTG, less Advantage (as reported) *** Calculated as HGH (which includes equipment rental) plus DTG, less Advantage (as reported) Combined WWRAC** Total Hertz+DTG*** Worldwide Rental Car

* Global service capabilities exist through an ever-expanding international franchise network Serves value-conscious travelers in over 80 countries since 1950 Plan to convert Advantage locations in Europe to Thrifty brand Dollar Thrifty – A Growing International Presence Franchise Locations

* Strategic Benefits and Synergies Multiple strategic options to address corporate and leisure business Instant scale in mid-tier value segment: known brand, airport infrastructure U.S. airport leisure business as % of HTZ WW RAC revenue to significantly increase Leverage Thrifty’s global brand strength by expanding internationally Faster and more certain strategy than growing Advantage organically At least $160 mm total annual run-rate cost synergies + sales growth opportunities Higher productivity & efficiency from shared assets Eliminate duplicate functions Economies of scale Integrate Lean/Six Sigma culture Expand value brand in EU Extend travel partnerships Strategic Benefits Significant Synergy Potential Expect 100% of Cost Synergies Achieved Over 24 Months Fleet 41% Other Efficiencies 29% Procurement 10%

EX-99.5

Exhibit 99.5

HERTZ COMPLETES ACQUISITION

OF DOLLAR THRIFTY

PARK RIDGE, N.J., November 20, 2012 – Hertz Global Holdings, Inc. (NYSE: HTZ) announced today that it has successfully completed its previously announced acquisition of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG).  As a result of the transaction, Dollar Thrifty has become a wholly owned subsidiary of Hertz.

Hertz Chairman and Chief Executive Officer, Mark P. Frissora said: “In the 94-year history of Hertz, our employees and business partners have never been this excited.  Over the past six years, we have competed successfully with only one global premium brand in place while our competitors have had multiple brands to work against us.  Starting today, we now have two additional, popular brands to compete across multiple market segments, with plans to offer them to our many partners and customers.  That's why we are pleased to announce that the transaction is complete, and we look forward to working expeditiously with Dollar Thrifty to integrate the strengths of our two great companies.”

Hertz completed a tender offer in which it purchased approximately 99.6% of the shares of Dollar Thrifty common stock then outstanding at $87.50 per share in cash.

Hertz subsequently acquired the remaining shares of Dollar Thrifty common stock by means of a short-form merger in which such shares were converted into the right to receive the same $87.50 per share in cash that will be paid in the tender offer.  In order to accomplish the short-form merger, Hertz exercised its “top-up” option to purchase additional shares of Dollar Thrifty common stock directly from Dollar Thrifty.  Dollar Thrifty’s common stock will no longer be listed on the New York Stock Exchange.

On November 20, 2012, Hertz posted to its website a summary of the divestiture agreement that Hertz entered into with the Federal Trade Commission in connection with the acquisition of Dollar Thrifty, a list of related frequently asked questions and PowerPoint slides.

Hertz Contact information:

Investors

Leslie Hunziker

Staff Vice President - Investor Relations

Tel: 201-307-2337

E-mail: lhunziker@hertz.com

Media

Richard Broome

Senior Vice President - Corporate Affairs & Communications

Tel: 201-307-2486

E-mail: rbroome@hertz.com

Steven Lipin / Jayne Rosefield

Brunswick Group

Tel: 212-333-3810

About Hertz Global Holdings, Inc.

Hertz is the largest worldwide airport general use car rental brand, operating from approximately 8,800 corporate and licensee locations in approximately 150 countries in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the number one airport car rental brand in the U.S. and at 111 major airports in Europe. In addition, the Company has sales and marketing centers in 60 countries which promote Hertz business both within and outside such country. Product and service initiatives such as Hertz Gold Choice, Hertz #1 Club Gold®, NeverLost® customized, onboard navigation systems, Sirius XM Satellite Radio, and unique cars and SUVs offered through the Company’s Adrenaline, Prestige and Green Traveler Collections, set Hertz apart from the competition. In 2008, the Company entered the global car sharing market with its service now referred to as Hertz On Demand which rents cars by the hour and/or by the day, at various locations in the U.S., Canada and Europe. Hertz also operates one of the world’s largest equipment rental businesses, Hertz Equipment Rental Corporation, offering a diverse line of rental equipment, from small tools and supplies to earthmoving equipment, as well as new and used equipment for sale, to customers ranging from major industrial companies to local contractors and consumers, from approximately 340 branches in the United States, Canada, China, France, Spain and Saudi Arabia, as well as through its international licensees. Hertz also owns Donlen Corporation, based in Northbrook, Illinois, which is a leader in providing fleet leasing and management services.

About Dollar Thrifty Automotive Group, Inc.

Through its Dollar Rent A Car and Thrifty Car Rental brands, the Company has been serving value-conscious leisure and business travelers since 1950.  The Company maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airport markets, and also derives a significant portion of its revenue from international travelers to the U.S. under contracts with various international tour operators.  Dollar and Thrifty have approximately 280 corporate locations in the United States and Canada, with approximately 5,800 employees located mainly in North America.  In addition to its corporate operations, the Company maintains global service capabilities through an expansive franchise network of approximately 1,300 franchise locations in 82 countries.  For additional information, visit www.dtag.com or the brand sites at www.dollar.com and www.thrifty.com.

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements”. Examples of forward-looking statements include information concerning Hertz’s outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that Hertz has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Hertz believes are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.

Among other items, such factors could include: the risk that expected synergies, operational efficiencies and cost savings from a Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame; the risk that unexpected costs will be incurred in connection with the proposed Dollar Thrifty transaction; the retention of certain key employees of Dollar Thrifty may be difficult; the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty; levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets; significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets, including on our pricing policies or use of incentives; occurrences that disrupt rental activity during our peak periods; our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability; an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs; our ability to accurately estimate future levels of rental activity and adjust the size of our fleet accordingly; our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness; safety recalls by the manufacturers of our vehicles and equipment; a major disruption in our communication or centralized information networks; financial instability of the manufacturers of our vehicles and equipment; any impact on us from the actions of our licensees, franchisees, dealers and independent contractors; our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease); shortages of fuel and increases or volatility in fuel costs; our ability to successfully integrate acquisitions and complete dispositions; our ability to maintain favorable brand recognition; costs and risks associated with litigation; risks related to our indebtedness, including our substantial amount of debt and our ability to incur substantially more debt and increases in interest rates or in our borrowing margins; our ability to meet the financial and other covenants contained in our senior credit facilities, our outstanding unsecured senior notes and certain asset-backed and asset-based funding arrangements; changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings; changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates; changes to our senior management team; the effect of tangible and intangible asset impairment charges; the impact of our derivative instruments, which can be affected by fluctuations in interest rates and commodity prices; and our exposure to fluctuations in foreign exchange rates. Additional information concerning these and other factors can be found in our filings and Dollar Thrifty’s filings with the Securities and Exchange Commission, including our and Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Hertz therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Hertz or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Hertz undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.