Less than a day after the definitive merger agreement was announced between Hertz Global Holdings and Dollar Thrifty Automotive Group, it had not been decided how vehicle remarketing would be handled with the two companies under one corporate umbrella.
When asked this question by Auto Remarketing, as well as whether all Hertz and DTAG vehicles would be remarketed under one entity or separate entities at the auction, Hertz senior vice president of corporate affairs and communications Richard Broome said in an email Monday: “This is an implementation/integration issue which will not be addressed until after we have secured government approval for the transaction. At that point, we will be closer to completing the deal.”
However, after years of a back-and-forth saga involving three companies, one thing was certain this week: Hertz and Dollar Thrifty have entered a definitive merger agreement.
Under the deal announced Sunday night, Hertz would purchase Dollar Thrifty for $87.50 per share in cash, translating into a purchase worth a corporate enterprise value of approximately $2.3 billion.
Each of the two companies’ boards has unanimously approved the transaction.
Hertz will also be selling the Advantage business to Franchise Services of North America and Macquarie Capital, per an agreement announced Sunday, as well.
The company stressed that the “closing of that divestiture is conditioned upon, among other things, Hertz completing an acquisition of Dollar Thrifty.”
Hertz chairman and chief executive officer Mark Frissora said: "We are pleased to have finally reached an agreement with Dollar Thrifty after a lengthy — but worthwhile — pursuit. We have always believed that a combination with Dollar Thrifty is the best strategic option for both companies.
“The transaction provides Hertz instant scale with two new, well-established brands with airport concession infrastructure in the mid-tier value segment. We'll be a stronger global competitive player with a full range of rental options not only in the U.S. but in Europe and other markets given Dollar Thrifty's strong international presence. In addition, we look forward to moving efficiently and swiftly through the regulatory process having reached an agreement to divest our Advantage brand,” he continued.
DTAG president, CEO and chairman Scott Thompson added: "Hertz has made a compelling offer to our stockholders that reflects the strength of our business and our team. Hertz is the logical partner for us with the resources to expand our value focused leisure brands in key car rental markets around the world. After three years of merger-related activity and speculation, I am pleased that we have reached a win-win transaction for both Hertz and Dollar Thrifty."
As far as how the deal is structured, officials noted that it is a two-step acquisition.
There will be cash tender offer for all outstanding shares of Dollar Thrifty common stock. Then, there will be a cash merger where Hertz will purchase any remaining outstanding shares of DTAG’s common stock.
Officials emphasized the transaction is subject to the following:
—The tender of at least a majority of the shares of Dollar Thrifty common stock.
— Other customary closing conditions.
—Regulatory approval from the Federal Trade Commission.
“Hertz has remained closely engaged with the FTC to secure antitrust clearance for the proposed transaction and Dollar Thrifty will fully cooperate in the process,” they shared.
Before providing an update on the FTC review Monday morning during a conference call, Frissora said, “I want to acknowledge that it’s been a long road getting to this point. And the wait hasn’t been an easy one for management, employees or investors. So I want to thank everyone for their patience and understanding, as we have continued to work through what has turned out to be a very complex, extended FTC process.”
In its conference call presentation materials, Hertz said it is, “closely engaged with FTC staff to secure antitrust clearance;” and has signed a definitive purchase agreement and intends to divest Advantage and certain additional assets as well as Dollar Thrifty airport concessions.
It says it anticipates making “swift progress getting proposed settlement before Commission for consideration” and notes that it has “full cooperation” from Dollar Thrifty in obtain TFC clearance. Hertz added that a “favorable outcome” with the Commission is expected based on “the extensive divestitures agreed upon.”
“We will continue to work with the FTC to reach a favorable conclusion and we hope the final steps in the FTC review will be swift,” Frissora added.
As far as timing goes, the plan was for the merger agreement to be filed with the Securities and Exchange Commission on Monday, “and soon thereafter, launch the tender offer,” Frissora noted.
“We hope to have an FTC consent decree in about six weeks or so. To be clear, we aren’t basing this on any definitive guidance from the FTC, but our lawyers believe this is a realistic assumption,” he continued. “Finally, we expect to complete the tender offer by the end of October.
“Based on this schedule, we’ll start integration actions before year-end,” Frissora shared.