ERAC USA Finance in $1 Billion Notes Offering

July 1, 2010

Cleary Gottlieb represented the initial purchasers, led by Deutsche Bank Securities, Goldman, Sachs & Co. and J.P. Morgan Securities., in a recent debt offering by ERAC USA Finance guaranteed by Enterprise Holdings. ERAC issued $350 million of 2.750% Notes due 2013 and $650 million of 5.250% Notes due 2020, guaranteed as to payment of principal, premium (if any) and interest by Enterprise. The notes were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Reg. S. The deal closed on July 1.

Enterprise is the world’s largest provider of rental cars and its primary business is home city rentals. Enterprise provides replacement rental cars to drivers who temporarily have lost the use of their vehicles due to causes such as accidents, mechanical repairs or thefts. Enterprise also rents vehicles to leisure travelers and local business customers. Cleary Gottlieb previously represented the initial purchasers in a 2007 debt offering by Enterprise.