Dollar Thrifty in Tender Offer by Hertz Global Holdings

Cleary Gottlieb is representing Dollar Thrifty Automotive Group, Inc. in connection with its entry into a definitive merger agreement on August 26, 2012 with Hertz Global Holdings, Inc. and its wholly owned subsidiary HDTMS, Inc., pursuant to which Hertz would acquire Dollar Thrifty for $87.50 per share in cash in a transaction valued at approximately $2.3 billion. The transaction has been structured as a two-step acquisition including a cash tender offer for all outstanding shares of Dollar Thrifty common stock followed by a cash merger in which Hertz would acquire any remaining outstanding shares of Dollar Thrifty common stock at the same price.

The terms of the merger agreement include a 30-day “go-shop” period during which Dollar Thrifty is permitted to solicit or initiate discussions with third parties subject to certain restrictions.

The combination of Hertz and Dollar Thrifty will create a global, multi-brand rental car leader offering customers a full range of rental options through its strong premium and value brands.