JANA Partners Files 13D on Hertz Global (HTZ); Held Talks on Management/Board

(Updated - October 20, 2014 9:01 AM EDT)

JANA Partners filed a 13D on Hertz Global (NYSE: HTZ) showing a 32,046,708 share, or 7% stake in the car rental giant. JANA disclosed it has had talks with the company regarding management succession and board composition and may also seek to discuss other topics with the Issuer’s board of directors and management including capital allocation, strategy and future plans.

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.

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