UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 13
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
Dollar Thrifty Automotive Group, Inc.
(Name of Subject Company)
HDTMS, Inc.
(Offeror)
Hertz Global Holdings, Inc.
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
256743105
(Cusip Number of Class of Securities)
Jeffrey Zimmerman, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
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Scott A. Barshay, Esq.
Minh Van Ngo, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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John M. Allen, Jr., Esq.
Debevoise &
Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$2,440,545,012.50
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$279,686.46
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*
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Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 27,891,943 shares of Dollar Thrifty Automotive Group, Inc. common stock (representing the shares of common stock outstanding as of August 30, 2012) by $87.50 per share, which is the offer price.
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**
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.00011460.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$279,686.46
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Form or Registration No.:
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Schedule TO
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Filing Party:
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Hertz Global Holdings, Inc. and HDTMS, Inc.
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Date Filed:
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September 10, 2012
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 13 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by Hertz Global Holdings, Inc., a Delaware corporation (“Hertz”), and HDTMS, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Hertz (“Offeror”). This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 10, 2012 (together with any amendments and supplements thereto, the “Schedule TO”), and relates to the offer by Offeror to purchase each of the outstanding shares of common stock, par value $0.01 per share, of Dollar Thrifty Automotive Group, Inc., a Delaware corporation, for $87.50 in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are respectively set forth as Exhibits (a)(1)(A) and (a)(1)(B) hereto.
Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Items 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On November 15, 2012, Hertz announced that it has reached an agreement with the FTC allowing Hertz to complete its acquisition of Dollar Thrifty. Under the terms of the proposed consent order that was approved by the FTC for public comment, Hertz is required to divest its Advantage business, selected airport concessions and certain other assets following the closing of the acquisition.
As previously announced, Hertz has reached an agreement to sell certain assets, to Adreca Holdings Corp. (“Adreca”), a subsidiary of Macquarie Capital which is operated by Franchise Services of North America Inc., an experienced operator of car rental brands, including U-Save Car & Truck Rental®, Rent-a-Wreck of Canada, Practicar and Xpress Rent A Car. Hertz has also agreed to use its commercially reasonable efforts to ensure that Adreca at 13 locations and either Adreca or another third party at an additional 13 locations, has the right to an on-airport operation. Hertz hopes to be able to continue operating both the Dollar and Thrifty brands on airport at a number of these airports.
The press release announcing FTC clearance for the acquisition of Dollar Thrifty is attached hereto as Exhibit (a)(5)(S) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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Description of Exhibit
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(a)(5)(S)
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Press release issued by Hertz Global Holdings, Inc., dated November 15, 2012.
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(a)(5)(T)
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Communication from Mark P. Frissora to Employees of Hertz Global Holdings, Inc., dated November 15, 2012.
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SIGNATURE
After due 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.
Dated: November 15, 2012
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HDTMS, INC. |
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By:
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/s/ J. Jeffrey Zimmerman |
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Name: J. Jeffrey Zimmerman |
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Title: Vice President and Secretary |
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HERTZ GLOBAL HOLDINGS, INC. |
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By:
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/s/ J. Jeffrey Zimmerman |
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Name: J. Jeffrey Zimmerman |
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Title: Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
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Description of Exhibit
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(a)(5)(S)
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Press release issued by Hertz Global Holdings, Inc., dated November 15, 2012.*
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(a)(5)(T)
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Communication from Mark P. Frissora to Employees of Hertz Global Holdings, Inc., dated November 15, 2012.*
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* Filed herewith