SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) |
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Under the Securities Exchange Act of 1934 |
(Amendment No. ) |
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Hertz Global
Holdings, Inc. |
(Name of Issuer) |
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Common Stock,
par value $0.01 per share |
(Title of Class of Securities) |
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42805T105 |
(CUSIP Number) |
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Marc Weingarten, Esq.
Eleazer Klein, Esq. |
919 Third Avenue |
New York, New York 10022 |
(212) 756-2000 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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October 10,
2014 |
(Date of Event which Requires |
Filing of this Schedule) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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The information required on 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).
CUSIP No. 42805T105 | SCHEDULE 13D | Page 2 of 6 Pages |
1 |
NAME OF REPORTING PERSON
JANA PARTNERS LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
32,046,708 Shares (including options to purchase
11,378,815 Shares) |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
32,046,708 Shares (including options to purchase
11,378,815 Shares) |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
32,046,708 Shares (including options to purchase
11,378,815 Shares) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
7.0% |
14 |
TYPE OF REPORTING PERSON
IA |
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CUSIP No. 42805T105 | SCHEDULE 13D | Page 3 of 6 Pages |
Item 1. |
SECURITY AND ISSUER |
This statement on Schedule 13D relates
to the shares ("Shares") of common stock, par value $0.01 per share, of Hertz Global Holdings, Inc., a Delaware
corporation (the "Issuer"). The principal executive office of the Issuer is located at 999 Vanderbilt Beach Road,
3rd Floor, Naples, Florida 34108.
Item 2. |
IDENTITY AND BACKGROUND. |
(a) This statement is filed by JANA
Partners LLC, a Delaware limited liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner
of the Reporting Person is Barry Rosenstein ("Mr. Rosenstein" or the "Principal").
(b) The principal business address
of the Reporting Person and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153.
(c) The principal business of the
Reporting Person and the Principal is investing for accounts under their management.
(d) Neither the Reporting Person nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither the Reporting Person nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Reporting Person is a limited
liability company organized in Delaware. The Principal is a citizen of the United States of America.
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 32,046,708 Shares (including options to
purchase 11,378,815 Shares) reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately
$579 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed
by the Reporting Person in commingled margin accounts, which may extend margin credit to the Reporting Person from time to time,
subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held
in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts
bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the
margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
CUSIP No. 42805T105 | SCHEDULE 13D | Page 4 of 6 Pages |
Item 4. |
PURPOSE OF TRANSACTION. |
The Reporting
Person acquired the Shares because it believes the Shares are undervalued and represent an attractive investment opportunity.
The Reporting Person has had and may continue to have discussions with the Issuer’s board of directors and management regarding
management succession and board composition. The Reporting Person may also seek to discuss other topics with the Issuer’s
board of directors and management including capital allocation, strategy and future plans. The Reporting Person may also have
such discussions with shareholders and other parties relating to such matters.
The Reporting
Person may also take other steps to increase shareholder value as well as pursue other plans or proposals that relate to or would
result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake
in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction,
such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party
or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping
with any other party or parties to do so, although the Reporting Person may seek to influence such actions through customary means
including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly,
and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s
board of directors.
Depending on various factors including, without limitation,
the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions
taken by the Issuer's board of directors, price levels of the Shares, other investment opportunities available to the Reporting
Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future
take such actions with respect to its investment position in the Issuer as it deems appropriate including, without limitation,
purchasing additional Shares or selling some or all of its Shares, and/or engaging in short selling of or hedging or similar transactions
with respect to the Shares.
Item 5. |
INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 457,810,116 Shares outstanding, which is equal to the sum
of (i) the 447,693,207 Shares outstanding as of March 21, 2014, as reported in the Issuer's Definitive Proxy Statement on Schedule
14A filed on April 11, 2014, plus (ii) the 10,116,909 Shares issued by the Issuer between May 16, 2014 and May 29, 2014
as reported in the Issuer's Current Report on Form 8-K filed on June 3, 2014.
CUSIP No. 42805T105 | SCHEDULE 13D | Page 5 of 6 Pages |
At the close of business on October
17, 2014, the Reporting Person may be deemed to beneficially own 32,046,708 Shares (including options to purchase 11,378,815
Shares), constituting approximately 7.0% of the Shares outstanding.
(b) The Reporting Person has sole
voting and dispositive powers over 32,046,708 Shares (including options to purchase 11,378,815 Shares), which powers are exercised
by the Principal.
(c) Information concerning transactions
in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.
(d) No person (other than the Reporting
Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.
(e) Not applicable.
Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The Reporting Person beneficially owns 46,315, 9,531.15 and 23,038 call options with strike prices of $18.00,
$20.00 and $22.00, respectively, which expire on November 21, 2014, for a total of 7,888,415 Shares. In addition, the Reporting
Person beneficially owns 34,904 call options with a strike price of $22.00, which expire on January 16, 2015, for a total of 3,490,400
Shares.
Except as otherwise set forth herein,
the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to the
securities of the Issuer.
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit A: |
Transactions in the Shares During the Last 60 Days. |
CUSIP No. 42805T105 | SCHEDULE 13D | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 20, 2014
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JANA PARTNERS LLC |
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By: |
/s/ Jennifer Fanjiang |
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Name: |
Jennifer Fanjiang |
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Title: |
General Counsel |
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EXHIBIT A
Transactions in the Issuer During the Last
60 Days
The following table sets forth all
transactions in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such
transactions were effected in the open market through brokers and the price per share is net of commissions.
Trade Date |
Shared Purchased (Sold) |
Price Per Share ($) |
8/26/2014 |
175,000 |
30.36 |
8/27/2014 |
181,204 |
30.78 |
8/28/2014 |
9,000 |
30.48 |
8/29/2014 |
75,000 |
29.50 |
8/29/2014 |
50,000 |
29.54 |
9/3/2014 |
83,004 |
28.95 |
9/3/2014 |
151,723 |
28.69 |
9/4/2014 |
19,273 |
28.31 |
9/5/2014 |
75,327 |
28.18 |
9/8/2014 |
1,076,773 |
28.89 |
9/16/2014 |
(150,000) |
27.26 |
9/16/2014 |
(155,368) |
27.10 |
9/22/2014 |
114,986 |
26.99 |
9/24/2014 |
535,823 |
27.06 |
9/25/2014 |
370,534 |
26.65 |
9/25/2014 |
54,466 |
26.34 |
9/26/2014 |
137,000 |
26.49 |
10/2/2014 |
4,155 |
23.80 |
10/2/2014 |
(354,819) |
23.75 |
10/7/2014 |
300,000 |
23.13 |
10/7/2014 |
30,000 |
23.03 |
10/9/2014 |
1,202,800 |
21.67 |
10/9/2014 |
630,000 |
21.57 |
10/9/2014 |
164,436 |
21.65 |
10/10/2014 |
198,000 |
20.78 |
10/13/2014 |
310,000 |
20.11 |
10/14/2014 |
100,000 |
19.85 |
10/15/2014 |
10,500 |
19.19 |
10/15/2014 |
200,000 |
19.38 |
10/15/2014 |
(85,000) |
19.43 |
10/16/2014 |
427,970 |
20.75 |
10/16/2014 |
150,000 |
20.89 |
10/16/2014 |
550,000 |
20.94 |
10/17/2014 |
100,000 |
21.21 |
10/17/2014 |
100,000 |
21.43 |
10/17/2014 |
294,525 |
21.51 |
10/17/2014 |
650,000 |
21.55 |
10/17/2014 |
4,708,000* |
23.00 |
*Shares purchased upon the exercise of options.
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