SEC Comment Letter for HERC HOLDINGS INC (HRI) (CIK 0001364479) (HRI) — Sep 28, 2006
HERC HOLDINGS INC (HRI) (CIK 0001364479)
Date: Sept. 28, 2006 · CIK: 0001364479 · Accession: 0000000000-06-047049
AI Filing Summary & Sentiment
File numbers found in text: 333-135782
Referenced dates: September 13, 2006, September 13, 2006
Letter
September 28, 2006 Via U.S. Mail Harold E. Rolfe, Esq. Senior Vice President, General Counsel and Secretary Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, New Jersey 07656-0713
Re: Hertz Global Holdings, Inc. Amendment No. 2 to Registra tion Statement on Form S-1 Filed September 18, 2006 File No. 333-135782
Dear Mr. Rolfe,
We have reviewed your responses to the comments in our letter dated September 13, 2006 and have the following comments in additi on to the oral comments we raised in the September 24, 2006 conference call. Please be advised that we are still considering the information in the letter you submitted to us on September 21, 2006. We may have further comments. Please note that all page references below correspond to the marked version of your filing provided by counsel.
Front Cover Page
1. We reissue comment 1 of our letter dated September 13, 2006. Please limit the number of underwriters id entified on the cover page of the prospectus. We note that the first paragraph of your Underwriting section lists only five underwriters as the representatives of the underw riters. Revise accordingly.
Principal and Selling Stockholders, page 7
2. We reissue comment 5 of our letter da ted September 13, 2006, in part. Please expand your disclosure to disclose th e post-offering value of the sponsors’ ownership interest in the company base d on the offering price of the company’s stock.
Harold E. Rolfe, Esq. Hertz Global Holdings, Inc. September 28, 2006 Page 2
* * * * *
As appropriate, please amend the regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812 if you have questions regarding comments on the financial statements and related matters. Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other questions.
Regards,
Sara D. Kalin
Branch Chief - Legal
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Mail Stop 3561 September 28, 2006 Via U.S. Mail Harold E. Rolfe, Esq. Senior Vice President, General Counsel and Secretary Hertz Global Holdings, Inc. 225 Brae Boulevard Park Ridge, New Jersey 07656-0713 Re: Hertz Global Holdings, Inc. Amendment No. 2 to Registra tion Statement on Form S-1 Filed September 18, 2006 File No. 333-135782 Dear Mr. Rolfe, We have reviewed your responses to the comments in our letter dated September 13, 2006 and have the following comments in additi on to the oral comments we raised in the September 24, 2006 conference call. Please be advised that we are still considering the information in the letter you submitted to us on September 21, 2006. We may have further comments. Please note that all page references below correspond to the marked version of your filing provided by counsel. Front Cover Page 1. We reissue comment 1 of our letter dated September 13, 2006. Please limit the number of underwriters id entified on the cover page of the prospectus. We note that the first paragraph of your Underwriting section lists only five underwriters as the representatives of the underw riters. Revise accordingly. Principal and Selling Stockholders, page 7 2. We reissue comment 5 of our letter da ted September 13, 2006, in part. Please expand your disclosure to disclose th e post-offering value of the sponsors’ ownership interest in the company base d on the offering price of the company’s stock. Harold E. Rolfe, Esq. Hertz Global Holdings, Inc. September 28, 2006 Page 2 * * * * * As appropriate, please amend the regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Jeffrey S ears at (202) 551-3302 or Mi chael Fay at (202) 551-3812 if you have questions regarding comments on the financial statements and related matters. Please contact H. Yuna Peng at (202) 551- 3391or me at (202) 551-3454 with any other questions. Regards, Sara D. Kalin Branch Chief - Legal cc: Steven J. Slutzky, Esq. Debevoise & Plimpton LLP via facsimile: (212) 909-6836