UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment No. 14
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. 14 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 1 through 9; Item 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
At 5:00 p.m., New York City time, on November 16, 2012, the Offer expired as scheduled. The Depositary for the Offer has advised Hertz that, as of the expiration of the Offer, approximately 27,956,234 Shares had been 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.
Pursuant to the terms of the Merger Agreement, Hertz intends to exercise its “top-up” option to purchase additional shares of Dollar Thrifty common stock directly from Dollar Thrifty and to complete the acquisition of Dollar Thrifty through the Merger. The Merger Agreement provides, among other things, that, subject to certain conditions, Offeror will be merged with and into Dollar Thrifty, with Dollar Thrifty continuing as the surviving corporation as a wholly owned subsidiary of Hertz. Pursuant to the Merger Agreement, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be 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 Dollar Thrifty or any of its subsidiaries (or held in Dollar Thrifty’s treasury) or owned by Hertz or Offeror or any of their respective subsidiaries, which will be canceled and will cease to exist and (2) Shares owned by Dollar Thrifty’s stockholders who perfect their appraisal rights under the DGCL. Following the Merger, the Shares will no longer be listed on the NYSE.
The press release announcing the expiration of the Offer is attached hereto as Exhibit (a)(5)(U) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Description of Exhibit
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(a)(5)(U)
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Press release issued by Hertz Global Holdings, Inc., dated November 16, 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 16, 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)(U)
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Press release issued by Hertz Global Holdings, Inc., dated November 16, 2012.*
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* Filed herewith