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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

July 1, 2016

The following questions and answers should be viewed in conjunction with the Form 10-12B/A filed by Hertz Rental Car Holding Company, Inc. on June 2, 2016 and the Information Statement dated May 27, 2016 (the “Information Statement”), incorporated by reference as Exhibit 99.1 to that Form 10-12B/A. Additional questions and answers can be found in the Information Statement, and additional information regarding the questions and answers below can be found in the sections of the Information Statement referenced.

As used below, the “Spin-Off” refers to the spin-off by Hertz Global Holdings, Inc. to its stockholders of all of the issued and outstanding shares of common stock of Hertz Rental Car Holding Company, Inc. (“New Hertz”). Throughout these Questions and Answers we refer to the current Hertz Global Holdings, Inc. prior to the Spin-Off as “Hertz Holdings” and following the Spin-Off as “HERC Holdings”.

General

What is the Spin-Off?

The Spin-Off is the method through which Hertz Holdings has separated its existing car rental and equipment rental businesses into two independent, publicly traded companies:

  • Hertz Rental Car Holding Company, Inc., or “New Hertz,” consisting of Hertz Holdings’ global car rental business; and
  • Herc Holdings Inc., or “HERC Holdings,” consisting of Hertz Holdings’ global equipment rental business.

In the Spin-Off, Hertz Holdings distributed to its stockholders on a pro rata basis all the shares of New Hertz’s common stock.

See “The Spin-Off” in the Information Statement.

Why did Hertz Holdings separate New Hertz and HERC Holdings?

Hertz Holdings believes that the separation will allow each of New Hertz’s and HERC Holdings’ management teams to focus more directly on each business in order to create promising opportunities for growth and enhanced stockholder value, including managing certain differences in capital requirements, overall growth profiles and business cycles of each respective business. Further, the separation will eliminate any internal competition for capital between Hertz Holdings’ businesses, which Hertz Holdings believes will enhance the growth opportunity for the businesses of New Hertz and HERC Holdings.

As a result of the separation, New Hertz and HERC Holdings are now independent companies and as such will have direct access to the capital markets, which will enable each business to pursue equity and debt issuances on its own merits, the proceeds of which may be used to promote organic growth, invest in differentiating capabilities or pursue geographic expansion according to its particular business needs. In addition, each entity will have the ability to use its own equity to pursue strategic acquisitions. The separation also will allow investors to more effectively recognize the value of each business on a stand-alone basis.

Finally, the separation also will make it easier for each of New Hertz and HERC Holdings to offer its key employees compensation directly linked to the performance of its business, including equity-based compensation, which we expect will enhance the ability of each of New Hertz and HERC Holdings to attract, retain and motivate qualified personnel.

What does the organizational structure of Hertz Holdings look like after the Spin-Off?

Following the internal reorganization and the Spin-Off

*Newly formed entities for purposes of effecting the internal reorganization and the Spin-Off.

What is the relationship between New Hertz and HERC Holdings after the Spin-Off?

After the Spin-Off, HERC Holdings does not own any New Hertz common stock, New Hertz does not own any HERC Holdings common stock and the two companies are separate, independent public companies. In connection with the Spin-Off, Hertz Holdings (or a subsidiary thereof) entered into a number of agreements with New Hertz (or a subsidiary thereof), including:

  • a separation and distribution agreement;
  • a tax matters agreement;
  • an employee matters agreement;
  • a transition services agreement;
  • an intellectual property agreement; and
  • certain real estate lease agreements.

These agreements outline the specifics of the internal reorganization and the Spin-Off and govern the ongoing relationship between New Hertz and HERC Holdings after the completion of the Spin-Off. See “Relationship Between New Hertz and HERC Holdings” in the Information Statement.

When did the Spin-Off occur?

The Spin-Off occurred at the close of business on the distribution date, June 30, 2016, effective concurrent with the distribution of all New Hertz common stock to Hertz Holdings’ stockholders.

On which exchange are New Hertz and HERC Holdings common stock now trading?

New Hertz common stock is listed on the NYSE under the symbol “HTZ,” which was the previous trading symbol for Hertz Holdings common stock. HERC Holdings common stock continues to trade on the NYSE, but the symbol for its common stock has changed to “HRI”. See “The Spin-Off—Listing and Trading of New Hertz and HERC Holdings Common Stock” in the Information Statement.

Does HERC Holdings continue to have the right to use the “Hertz” name after the Spin-Off?

Immediately prior to the Spin-Off, HERC Holdings and New Hertz entered into an agreement, pursuant to which HERC Holdings continues to have the right to use certain intellectual property associated with the Hertz brand for a period of four years. During such four year period, HERC Holdings will transition from the intellectual property associated with the Hertz brand.

Investors

What did Hertz Holdings stockholders receive in the Spin-Off?

At the close of business on the distribution date, June 30, 2016, for each five whole shares of Hertz Holdings common stock held by a Hertz Holdings stockholder as of the record date, the stockholder received one share of New Hertz common stock. The transfer agent distributed only whole shares of New Hertz common stock in the Spin-Off. See “—How will fractional shares be treated in the Spin-Off?” below.

How will fractional shares be treated in the Spin-Off?

Stockholders will not receive fractional shares in connection with the Spin-Off. Instead, all fractional shares will be aggregated and sold as soon as practicable after the Spin-Off at the then-prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share. We expect that the sales are being conducted in an orderly fashion at a reasonable pace and that it may take a number of days to sell all of the aggregated fractional shares of New Hertz common stock. After the completion of such sales, stockholders will receive a cash payment in an amount equal to their respective pro rata shares of the total net proceeds of that sale. Stockholders will not be entitled to receive interest for the period of time between the effective time of the Spin-Off and the date payment is made for their fractional share interest in New Hertz common stock. If you have further questions, please contact Computershare at (781) 575-2879.

What happened to Hertz Holdings and my existing Hertz Holdings common stock as a result of the Spin-Off?

In connection with the Spin-Off, Hertz Holdings has been renamed “Herc Holdings Inc.” (referred to herein as “HERC Holdings”), and will continue to operate our global equipment rental business through its operating subsidiaries, including Herc Rentals Inc. (formerly known as Hertz Equipment Rental Corporation). Following the Spin-Off, HERC Holdings common stock continues to trade on the NYSE, except that it has changed the symbol for its common stock to “HRI.”

No vote of Hertz Holdings’ stockholders was required to authorize or effectuate the Spin-Off. However, as previously approved by the stockholders of Hertz Holdings, the board of directors authorized a reverse stock split at a ratio of 1 for 15, effective immediately following the Spin-Off. The number of authorized shares of common stock will be reduced in a proportional manner to the reverse stock split ratio.

What is the accounting treatment of the Spin-Off?

Despite the fact that New Hertz was spun off from Hertz Holdings in the Spin-Off and is the legal spinnee in the transaction, for accounting purposes, due to the relative significance of New Hertz to Hertz Holdings, New Hertz is considered the spinnor or divesting entity and HERC Holdings is considered the spinnee or divested entity. As a result, despite the legal form of the transaction, New Hertz is the “accounting successor” to Hertz Holdings. As such, the historical financial information of New Hertz will reflect the financial information of Hertz Holdings, as if New Hertz spun off HERC Holdings in the Spin-Off. In contrast, the historical financial information of HERC Holdings, including such information presented in the Information Statement, will reflect the financial information of the equipment rental business of Hertz Holdings as historically operated as part of the consolidated company, as if HERC Holdings were a stand-alone company for all periods presented.

Will I be taxed on the shares of New Hertz common stock that I received in the Spin-Off?

The receipt of shares of New Hertz common stock is expected to be tax-free to stockholders for U.S. federal income tax purposes. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Offs” in the Information Statement.

When will I be able to buy and sell New Hertz or HERC Holdings common stock?

Regular way trading of New Hertz common stock began on July 1, 2016, which was the first trading day after the distribution date. HERC Holdings common stock also began to trade regular way on July 1, 2016 under the new “HRI” symbol.

Is the New Hertz common stock distributed in the Spin-Off be freely tradable?

The shares of New Hertz common stock that were distributed in the Spin-Off are freely tradable, except for shares received by persons that have a special relationship or affiliation with New Hertz. See “The Spin-Off—Listing and Trading of New Hertz and HERC Holdings Common Stock” In the Information Statement.

Does HERC Holdings plan to pay dividends?

Hertz Holdings paid no cash dividends on its common stock in the three months ended March 31, 2016 or the years ended December 31, 2015, 2014 or 2013. HERC Holdings does not expect to pay dividends on its common stock after the Spin-Off. Any decision to pay dividends will be at the discretion of the board of directors of HERC Holdings.

Are there risks associated with owning HERC Holdings common stock?

Yes. HERC Holdings’ global equipment rental business is subject to general and specific business risks. In addition, the Spin-Off transaction itself presents other risks to HERC Holdings, such as risks associated with HERC Holdings operating as an independent public company. These risks are described more fully under “Risk Factors” of the Information Statement. We encourage investors to read the entire Information Statement carefully, including the section entitled “Risk Factors,” when evaluating whether and for how long an investor will retain their HERC Holdings common stock after the Spin-Off.

How many shares of the rental car company and equipment rental company...

Question: How many shares of the rental car company and equipment rental company did I receive on the distribution and reverse split if I owned 15 shares of Hertz Global Holdings, Inc. (HTZ) on the record date? What about if I owned 500 shares of HTZ on the record date?


If you held shares as of the record date of June 22, 2016:

For 15 shares of HTZ, you would have received 3 shares of the rental car company (new HTZ) and 1 share of the equipment rental company (HRI).

For 500 shares of HTZ, you would have received 100 shares of new HTZ and 33 shares of HRI. Since 500 divided by 15 results in more than 33 but less than 34, the difference being a fraction of a share, all fractional shares will be aggregated and sold as soon as practicable after the spin-off at the then-prevailing price on the open market. You would then receive an amount representing the fractional share paid to you as cash, either directly, or if your shares are in street name, through your broker.

What are the CUSIP numbers of each of the companies that are now trading?

Equipment Rental
ISSUER: HERC HLDGS INC
CUSIP NUMBER: 42704L 104

Rental Car
ISSUER: HERTZ RENT CAR HLDG CO INC
CUSIP NUMBER: 42806J 106

Where can Hertz Holdings’ stockholders get more information?

You should direct inquiries relating to the mechanics of the Spin-Off to Computershare Investor Services LLC, which is the transfer agent and registrar for both New Hertz and HERC Holdings common stock, as follows:

Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940
(781) 575-2879

You should direct inquiries relating to your investment in New Hertz common stock to:

Hertz Global Holdings, Inc.
8501 Williams Road
Estero, FL 33928
Attn: Investor Relations
(239) 301-6800
You should direct inquiries relating to your investment in HERC Holdings common stock to:
Herc Holdings Inc.
27500 Riverview Center Blvd.
Bonita Springs, FL 34134
Attn: Investor Relations
(239) 301-1000

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