SCHEDULE 13G | Page 1 of 36 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hertz Global Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
42805T 10 5 (CUSIP Number) |
December 31, 2006
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G | Page 2 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TCG Holdings, L.L.C. IRS Identification Number: 54-1686011 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
66,500,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
66,500,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
66,500,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
28.6% | ||||
12 | TYPE OF REPORTING PERSON | |||
OO (Limited Liability Company) |
SCHEDULE 13G | Page 3 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TC Group, L.L.C. IRS Identification number: 54-1686957 |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
66,500,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
66,500,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
66,500,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
28.6% | ||||
12 | TYPE OF REPORTING PERSON | |||
OO (Limited Liability Company) |
SCHEDULE 13G | Page 4 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TC Group IV, L.L.C. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
66,500,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
66,500,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
66,500,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
28.6% | ||||
12 | TYPE OF REPORTING PERSON | |||
OO (Limited Liability Company) |
SCHEDULE 13G | Page 5 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TC Group IV, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
66,500,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
66,500,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
66,500,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
28.6% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 6 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
Carlyle Partners IV, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
63,918,543 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
63,918,543 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
63,918,543 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
27.5% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 7 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
CP IV Coinvestment, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
2,581,457 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
2,581,457 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
2,581,457 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
1.1% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 8 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
Carlyle Offshore Partners II, Limited IRS Identification number: N/A |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
10,000,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
10,000,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
10,000,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
N/A | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.3% | ||||
12 | TYPE OF REPORTING PERSON | |||
OO (Cayman Islands Exempt Company) |
SCHEDULE 13G | Page 9 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TCG Holdings Cayman, L.P. IRS Identification number: N/A |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
10,000,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
10,000,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
10,000,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.3% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN (Cayman Islands Exempt Limited Partnership) |
SCHEDULE 13G | Page 10 of 36
|
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
TC Group Cayman, L.P. IRS Identification number: N/A |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
10,000,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
10,000,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
10,000,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.3% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN (Cayman Islands Exempt Limited Partnership) |
SCHEDULE 13G | Page 11 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
CEP II Limited IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
10,000,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
10,000,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
10,000,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.3% | ||||
12 | TYPE OF REPORTING PERSON | |||
00 (Cayman limited Company) |
SCHEDULE 13G | Page 12 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
CEP II GP, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Alberta, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
10,000,000 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
10,000,000 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
10,000,000 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.3% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 13 of 36
|
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
CEP II U.S. Investments, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
9,622,633 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
9,622,633 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
9,622,633 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
4.1% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 14 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
Carlyle Europe Partners II, L.P. IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
England |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
377,367 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
377,367 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
377,367 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
0.16% | ||||
12 | TYPE OF REPORTING PERSON | |||
PN |
SCHEDULE 13G | Page 15 of 36 | |||
CUSIP No. 42805T 10 5 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|||
CEP II Participations S.a`r.l. SICAR IRS Identification number: |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) ¨ | ||||
(b) x | ||||
3 | SEC USE ONLY | |||
4 | CITIZEN OR PLACE OF ORGANIZATION | |||
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 SOLE VOTING POWER | |
0 | ||
6 SHARED VOTING POWER | ||
377,367 | ||
7 SOLE DISPOSITIVE POWER | ||
0 | ||
8 SHARED DISPOSITIVE POWER | ||
377,367 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
377,367 | ||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
Not Applicable | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
0.16% | ||||
12 | TYPE OF REPORTING PERSON | |||
OO (Luxembourg Limited Liability Company) |
SCHEDULE 13G | Page 16 of 36 |
ITEM 1. | (a) |
Name of Issuer: | ||||||||||
Hertz Global Holdings, Inc. (the Issuer) | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
225 Brae Boulevard Park Ridge, New Jersey 07656-0713 |
||||||||||||
ITEM 2. | (a) |
Name of Person Filing Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of: | ||||||||||
TCG Holdings, L.L.C. | ||||||||||||
TC Group, L.L.C. | ||||||||||||
TC Group IV, L.L.C. | ||||||||||||
TC Group IV, L.P. | ||||||||||||
Carlyle Partners IV, L.P. | ||||||||||||
CP IV Coinvestment, L.P. | ||||||||||||
Carlyle Offshore Partners II, Limited | ||||||||||||
TCG Holdings Cayman, L.P. | ||||||||||||
TC Group Cayman, L.P. | ||||||||||||
CEP II Limited | ||||||||||||
CEP II GP, L.P. | ||||||||||||
CEP II U.S. Investments, L.P. | ||||||||||||
Carlyle Europe Partners II, L.P. | ||||||||||||
CEP II Participations S.a`r.l. SICAR | ||||||||||||
(b) |
Address of Principal Business Office: | |||||||||||
c/o The Carlyle Group 1001 Pennsylvania Ave. NW Suite 220 South Washington, D.C. 20004-2505 |
||||||||||||
(c) |
Citizenship of each Reporting Person is: | |||||||||||
TCG Holdings, L.L.C. Delaware | ||||||||||||
TC Group, L.L.C. Delaware | ||||||||||||
TC Group IV, L.L.C. Delaware | ||||||||||||
TC Group IV, L.P. Delaware | ||||||||||||
Carlyle Partners IV, L.P. Delaware | ||||||||||||
CP IV Coinvestment, L.P. Delaware | ||||||||||||
Carlyle Offshore Partners II, Limited Cayman Islands | ||||||||||||
TCG Holdings Cayman, L.P. Cayman Islands |
SCHEDULE 13G | Page 17 of 36 |
TC Group Cayman, L.P. Cayman Islands | ||||||||||||
CEP II Limited Cayman Islands | ||||||||||||
CEP II GP, L.P. Alberta, Canada | ||||||||||||
CEP II U.S. Investments, L.P. Delaware | ||||||||||||
Carlyle Europe Partners II, L.P. England | ||||||||||||
CEP II Participations S.a`r.l. SICAR Luxembourg | ||||||||||||
(d) |
Title of Class of Securities: | |||||||||||
Common Stock, Par Value $0.01 Per Share | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
42805T 10 5 | ||||||||||||
ITEM 3. | Not applicable. |
SCHEDULE 13G | Page 18 of 36 |
ITEM 4. | Ownership | |||||||||||||
(a) - (c) |
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared to direct the | ||||||
TCG Holdings, L.L.C. |
66,500,000 | 28.6% | 0 | 66,500,000 | 0 | 66,500,000 | ||||||
TC Group, L.L.C. |
66,500,000 | 28.6% | 0 | 66,500,000 | 0 | 66,500,000 | ||||||
TC Group IV, L.L.C. |
66,500,000 | 28.6% | 0 | 66,500,000 | 0 | 66,500,000 | ||||||
TC Group IV, L.P. |
66,500,000 | 28.6% | 0 | 66,500,000 | 0 | 66,500,000 | ||||||
Carlyle Partners IV, L.P. |
63,918,543 | 27.5% | 0 | 63,918,543 | 0 | 63,918,543 | ||||||
CP IV Coinvestment, L.P. |
2,581,457 | 1.1% | 0 | 2,581,457 | 0 | 2,581,457 | ||||||
Carlyle Offshore Partners II, Limited |
10,000,000 | 4.3% | 0 | 10,000,000 | 0 | 10,000,000 | ||||||
TCG Holdings Cayman, L.P. |
10,000,000 | 4.3% | 0 | 10,000,000 | 0 | 10,000,000 | ||||||
TC Group Cayman, L.P. |
10,000,000 | 4.3% | 0 | 10,000,000 | 0 | 10,000,000 | ||||||
CEP II Limited |
10,000,000 | 4.3% | 0 | 10,000,000 | 0 | 10,000,000 | ||||||
CEP II GP, L.P. |
10,000,000 | 4.3% | 0 | 10,000,000 | 0 | 10,000,000 | ||||||
CEP II U.S. Investments, L.P. |
9,622,633 | 4.1% | 0 | 9,622,633 | 0 | 9,622,633 | ||||||
Carlyle Europe Partners II, L.P. |
377,367 | 0.16% | 0 | 377,367 | 0 | 377,367 | ||||||
CEP II Participations S.a`r.l. SICAR |
377,367 | 0.16% | 0 | 377,367 | 0 | 377,367 |
TC Group, L.L.C. exercises investment discretion and control over the shares held by each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. through its indirect subsidiary TC Group IV, L.P., which is the sole general partner of each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group IV, L.L.C. TC Group IV, L.L.C. is the sole general partner of TC Group IV, L.P. |
||||||||||
TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the shares shown as beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership. |
||||||||||
CEP II Participations S.a`r.l. SICAR is wholly owned by Carlyle Europe Partners II, L.P. TCG Holdings Cayman, L.P. exercises investment discretion and control over the shares held by each of CEP II U.S. Investments, L.P. and CEP II Participations S.a`r.l. SICAR through its indirect subsidiary CEP II GP, L.P., which is the sole general partner of each of Carlyle Europe Partners II, L.P. and CEP II U.S. Investments, L.P. Carlyle Offshore Partners II, Limited is the general partner of TCG Holdings Cayman, L.P. TCG Holdings Cayman, L.P. is the general partner of TC Group Cayman, L.P. TC Group Cayman, L.P. is the sole shareholder of CEP II Limited. CEP II Limited |
SCHEDULE 13G | Page 19 of 36 |
is the general partner of CEP II GP, L.P. Carlyle Offshore Partners II, Limited has 13 members with no member controlling more than 7.7% of the vote. | ||||||||||
ITEM 5. | Ownership of Five Percent or Less of a Class | |||||||||
Not applicable. | ||||||||||
ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
Not applicable. | ||||||||||
ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |||||||||
Not applicable | ||||||||||
ITEM 8. | Identification and Classification of Members of the Group | |||||||||
Each of Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P. and CEP II Participations S.a`r.l. SICAR (collectively, the Carlyle Funds) is a party to an Amended and Restated Stockholders Agreement, dated as of November 20, 2006 (the Stockholders Agreement), among Clayton Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P. and CD&R Parallel Fund VII, L.P. (the CD&R Funds), ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001 and ML Hertz Co Investor, L.P. (collectively, the ML Funds), CMC Hertz Partners, L.P., the Carlyle Funds and Hertz Global Holdings, Inc. The Stockholders Agreement requires the parties to vote their shares of the common stock of Hertz Global Holdings, Inc. (the Common Stock) for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement restricts the parties from selling Common Stock in certain instances and, in some negotiated transactions, requires the seller to offer each other party an opportunity to participate in the sale. In addition, the Stockholders Agreement requires the parties to vote their shares of Common Stock pursuant to the instructions of certain groups of investors with respect to certain change of control transactions. The aggregate number of shares of Common Stock beneficially owned collectively by the Carlyle Funds, the CD&R Funds, the ML Funds and CMC-Hertz Partners, L.P., based on available information, is approximately 229,500,000, which represents approximately 72% of the outstanding common stock of Hertz Global Holdings, Inc. The stock ownership reported for the Carlyle Funds does not include any shares owned by other parties to the Stockholders Agreement. Each of the Carlyle Funds disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement. | ||||||||||
ITEM 9. | Notice of Dissolution of Group | |||||||||
Not applicable. | ||||||||||
ITEM 10. | Certification | |||||||||
Not applicable |
SCHEDULE 13G | Page 20 of 36 |
Signature Page 1 of 8
After reasonable 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.
Date: February 13, 2007
TCG Holdings, L.L.C. | ||
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
TC Group, L.L.C. | ||
By: |
TCG Holdings, L.L.C., as its Managing Member | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director | |
TC Group IV, L.L.C. | ||
By: |
TC Group, L.L.C., as its Managing Member | |
By: |
TCG Holdings, L.L.C., as its Managing Member | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director |
SCHEDULE 13G | Page 21 of 36 |
Signature Page 2 of 8
TC Group IV, L.P. | ||
By: |
TC Group IV, L.L.C., as its Managing Member | |
By: |
TC Group, L.L.C., as its Managing Member | |
By: |
TCG Holdings, L.L.C., as its Managing Member | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director | |
Carlyle Partners IV, L.P. | ||
By: |
TC Group IV, L.P., as its General Partner | |
By: |
TC Group IV, L.L.C., as its Managing Member | |
By: |
TC Group, L.L.C., as its Managing Member | |
By: |
TCG Holdings, L.L.C., as its Managing Member | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director |
SCHEDULE 13G | Page 22 of 36 |
Signature Page 3 of 8
CP IV Coinvestment, L.P. | ||
By: |
TC Group IV, L.P., as its General Partner | |
By: |
TC Group IV, L.L.C., as its Managing Member | |
By: |
TC Group, L.L.C., as its Managing Member | |
By: |
TCG Holdings, L.L.C., as its Managing Member | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director | |
Carlyle Offshore Partners II, Limited | ||
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director | |
TCG Holdings Cayman, L.P. | ||
By: |
Carlyle Offshore Partners II, Limited, as its General Partner | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director |
SCHEDULE 13G | Page 23 of 36 |
Signature Page 4 of 8
TC Group Cayman, L.P. | ||
By: |
TCG Holdings Cayman, L.P., as its General Partner | |
By: |
Carlyle Offshore Partners II, Limited, as its General Partner | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director | |
CEP II Limited | ||
By: |
TC Group Cayman, L.P., as its Sole Shareholder | |
By: |
TCG Holdings Cayman, L.P., as its General Partner | |
By: |
Carlyle Offshore Partners II, Limited, as its General Partner | |
By: |
/s/ Daniel A. DAniello
| |
Name: |
Daniel A. DAniello | |
Title: |
Managing Director |
SCHEDULE 13G | Page 24 of 36 |
Signature Page 5 of 8
CEP II GP, L.P. | ||
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G | Page 25 of 36 |
Signature Page 6 of 8
CEP II U.S. Investments, L.P. | ||
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G | Page 26 of 36 |
Signature Page 7 of 8
Carlyle Europe Partners II, L.P. | ||
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G | Page 27 of 36 |
Signature Page 8 of 8
CEP II Participations S.a`r.l. SICAR | ||
By: | Carlyle Europe Partners II, L.P., as its sole shareholder | |
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 28 of 36 |
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them, par value $0.01 per share, of Hertz Global Holdings, Inc., a Delaware corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
[Remainder of this page has been left intentionally blank.]
SCHEDULE 13G |
Page 29 of 36 |
Signature Page 1 of 8
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of February, 2007.
TCG Holdings, L.L.C. | ||
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
TC Group, L.L.C. | ||
By: | TCG Holdings, L.L.C., as its Managing Member | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
TC Group IV, L.L.C. | ||
By: | TC Group, L.L.C., as its Managing Member | |
By: | TCG Holdings, L.L.C., as its Managing Member | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 30 of 36 |
Signature Page 2 of 8
TC Group IV, L.P. | ||
By: | TC Group IV, L.L.C., as its Managing Member | |
By: | TC Group, L.L.C., as its Managing Member | |
By: | TCG Holdings, L.L.C., as its Managing Member | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
Carlyle Partners IV, L.P. | ||
By: | TC Group IV, L.P., as its General Partner | |
By: | TC Group IV, L.L.C., as its Managing Member | |
By: | TC Group, L.L.C., as its Managing Member | |
By: | TCG Holdings, L.L.C., as its Managing Member | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 31 of 36 |
Signature Page 3 of 8
CP IV Coinvestment, L.P. | ||
By: | TC Group IV, L.P., as its General Partner | |
By: | TC Group IV, L.L.C., as its Managing Member | |
By: | TC Group, L.L.C., as its Managing Member | |
By: | TCG Holdings, L.L.C., as its Managing Member | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
Carlyle Offshore Partners II, Limited | ||
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
TCG Holdings Cayman, L.P. | ||
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello
| |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G | Page 32 of 36 |
Signature Page 4 of 8
TC Group Cayman, L.P. | ||
By: |
TCG Holdings Cayman, L.P., as its General Partner | |
By: |
Carlyle Offshore Partners II, Limited, as its General Partner | |
By: |
/s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director | |
CEP II Limited | ||
By: |
TC Group Cayman, L.P., as its Sole Shareholder | |
By: |
TCG Holdings Cayman, L.P., as its General Partner | |
By: |
Carlyle Offshore Partners II, Limited, as its General Partner | |
By: |
/s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 33 of 36 |
Signature Page 5 of 8
CEP II GP, L.P. | ||
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G | Page 34 of 36 |
Signature Page 6 of 8
CEP II U.S. Investments, L.P. | ||
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 35 of 36 |
Signature Page 7 of 8
Carlyle Europe Partners II, L.P. | ||
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |
SCHEDULE 13G |
Page 36 of 36 |
Signature Page 8 of 8
CEP II Participations S.a`r.l. SICAR | ||
By: | Carlyle Europe Partners II, L.P., as its sole shareholder | |
By: | CEP II GP, L.P., as its General Partner | |
By: | CEP II Limited, as its General Partner | |
By: | TC Group Cayman, L.P., as its Sole Shareholder | |
By: | TCG Holdings Cayman, L.P., as its General Partner | |
By: | Carlyle Offshore Partners II, Limited, as its General Partner | |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Managing Director |