0001181431-13-017057.txt : 20130314 0001181431-13-017057.hdr.sgml : 20130314 20130314195336 ACCESSION NUMBER: 0001181431-13-017057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130312 FILED AS OF DATE: 20130314 DATE AS OF CHANGE: 20130314 ISSUER: 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: 203530539 FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33139 FILM NUMBER: 13691876 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 4 1 rrd374194.xml FORM 4 X0306 4 2013-03-12 0 0001364479 HERTZ GLOBAL HOLDINGS INC HTZ 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 1 0 1 0 Common Stock 2013-03-12 4 S 0 16823892 20.14 D 0 I See Footnotes Common Stock 2013-03-12 4 S 0 922689 20.14 D 1104482 I See Footnotes Common Stock 2013-03-12 4 S 0 1623358 20.14 D 0 I See Footnotes Common Stock 2013-03-12 4 S 0 4613447 20.14 D 5522404 I See Footnotes Common Stock 96741 I See Footnotes Common Stock 19433 I See Footnotes Represents shares of common stock of Hertz Global Holdings Inc. (the "Issuer") sold in a secondary offering (the "Offering") pursuant to that certain Underwriting Agreement, by and among the Issuer, Citigroup Global Markets Inc. and Barclays Capital Inc., as underwriters, and ML Global Private Equity Fund, L.P. ("MLGPE"), Merrill Lynch Ventures L.P. 2001 ("MLV LP"), ML Hertz Co-Investor, L.P. ("Hertz Co-Investor LP"), CMC-Hertz Partners, L.P. ("CMC LP"), 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., CEP II U.S. Investments, L.P., CP IV Coinvestment, L.P. and CEP II Participations S.a r.l., SICAR, dated as of March 6, 2013. Each of Bank of America Corporation ("Bank of America"), Merrill Lynch & Co., Inc. ("Merrill Lynch"), Merrill Lynch Group, Inc. ("ML Group"), ML IBK Positions, Inc. ("ML IBK"), Merrill Lynch Global Private Equity, Inc. ("MLGPE Inc."), Merrill Lynch GP Inc. ("ML GP"), ML Global Private Equity Partners, L.P. ("MLGPEP"), MLGPE Ltd., MLGPE, Merrill Lynch Ventures, LLC ("MLV LLC"), MLV LP, ML Hertz Co-Investor GP, L.L.C. ("Hertz Co-Investor LLC"), Hertz Co-Investor LP, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), CMC-Hertz General Partner, L.L.C. ("CMC GP") and CMC LP expressly disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Represents shares held directly by MLGPE. MLGPE Ltd. is the general partner of MLGPE and is a wholly owned subsidiary of MLGPEP, the general partner of which is ML GP, which is a wholly owned subsidiary of ML Group, which is a wholly owned subsidiary of Merrill Lynch, which is a wholly owned subsidiary of Bank of America. Pursuant to the Amended and Restated Stockholders Agreement, dated November 20, 2006, as it may be amended from time to time, among 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.a r.l., SICAR, MLGPE, MLV LP, CMC LP and Hertz Co-Investor LP (the "Stockholders' Agreement") and following the secondary offering completed on March 31, 2011, MLGPE had the right to designate one member to the board of directors of the Issuer. (Continued in footnote 5) Following the Offering, MLGPE no longer has the right under the Stockholders' Agreement to designate a member to the Issuer's board of directors. Angel Morales, a director of the Issuer who was designated by MLGPE, although still serving on the Issuer's board of directors, ceased to be the designee of MLGPE upon completion of the Offering. Accordingly, each of Bank of America, Merrill Lynch, ML Group, ML IBK, MLGPE Inc., ML GP, MLGPEP, MLGPE Ltd., MLGPE, MLV LLC, MLV LP, Hertz Co-Investor LLC, Hertz Co-Investor LP, MLPFS, CMC GP and CMC LP expressly disclaims that it continues to be a director of the Issuer by deputization following the Offering. Represents shares held directly by MLV LP, a limited partnership whose general partner is MLV LLC, a wholly owned subsidiary of ML Group. Represents shares held directly by Hertz Co-Investor LP, a limited partnership whose general partner is Hertz Co-Investor LLC, whose sole managing member is MLGPE. Represents shares held directly by CMC LP. CMC GP is the sole general partner of CMC LP and may be deemed to beneficially own the shares directly owned by CMC LP. MLGPE is a member of CMC GP and an indirect wholly owned subsidiary of Bank of America. Bank of America may therefore be deemed to beneficially own the shares directly owned by CMC LP. Represents shares held directly by MLGPE Inc., which is a wholly owned subsidiary of ML IBK, which is a wholly owned subsidiary of ML Group. Represents shares held directly by MLPFS, a wholly owned subsidiary of Merrill Lynch. /s/ Ileana Stone, Authorized Signatory for Bank of America 2013-03-14