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Vanguard Car Rental Group Inc. – IPO: ‘S-1/A’ on 9/20/06

On:  Wednesday, 9/20/06, at 5:27pm ET   ·   Accession #:  1047469-6-11953   ·   File #:  333-136257

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/20/06  Vanguard Car Rental Group Inc.    S-1/A                 21:32M                                    Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   2.07M 
                          (General Form)                                         
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    238K 
 3: EX-4.28     Instrument Defining the Rights of Security Holders  HTML    413K 
 4: EX-4.29     Exhibit 29                                          HTML    399K 
 5: EX-4.30     Instrument Defining the Rights of Security Holders  HTML    404K 
 6: EX-10.34    Material Contract                                   HTML   2.09M 
 7: EX-10.35    Material Contract                                   HTML   2.31M 
 8: EX-10.37    Material Contract                                   HTML     47K 
 9: EX-10.44    Material Contract                                   HTML     32K 
10: EX-10.45    Material Contract                                   HTML   8.23M 
11: EX-10.46    Material Contract                                   HTML   4.40M 
12: EX-10.47    Material Contract                                   HTML     36K 
13: EX-10.48    Material Contract                                   HTML     40K 
14: EX-10.49    Material Contract                                   HTML     39K 
15: EX-10.50    Material Contract                                   HTML     25K 
16: EX-10.51    Material Contract                                   HTML     25K 
17: EX-10.52    Material Contract                                   HTML     25K 
18: EX-21.1     Subsidiaries of the Registrant                      HTML     16K 
19: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
20: EX-23.2     Consent of Experts or Counsel                       HTML     10K 
21: EX-23.3     Exhibti 23.3                                        HTML      9K 

As filed with the Securities and Exchange Commission on September 20, 2006

Registration No. 333-136257

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Vanguard Car Rental Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

6929 North Lakewood Avenue
Suite 100
Tulsa, Oklahoma 74117
(918) 401-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Wesley C. Fredenburg
Senior Vice President, General Counsel and Secretary
6929 North Lakewood Avenue
Suite 100
Tulsa, Oklahoma 74117
(918) 401-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.

(2)

The registrant previously paid this fee on August 2, 2006.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated September 20, 2006

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Vanguard Car Rental Group Inc.

                   shares

Common stock

This is an initial public offering of shares of common stock by Vanguard Car Rental Group Inc. We are offering             shares of our common stock, and our selling stockholders named in this prospectus are selling an additional             shares. We will not receive any proceeds from the sale of the shares by the selling stockholders.

Prior to the offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of our common stock will be between $           and $           . We have applied to list our common stock for quotation on the New York Stock Exchange under the symbol "VCG."

Our selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to                           additional shares. We will not receive any proceeds from the sale of shares by the selling stockholders.

Investing in our common stock involves a high degree of risk. See "Risk factors" beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on                           , 2006.

                           , 2006.

(Artwork to be filed in a subsequent amendment)

Table of contents

i

About this prospectus

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. If any person provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common shares or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

ii

Prospectus summary

The following summary highlights selected information from this prospectus. It does not contain all the information that you should consider in making an investment decision and should be read together with the more detailed information appearing elsewhere in this prospectus, including the "Risk factors" section and the financial statements and related notes. Unless the context indicates otherwise, as used in this prospectus, "we," "our," "us," and "our company" refer to Vanguard Car Rental Group Inc. ("VCRG") and its consolidated subsidiaries, and "EMEA" refers to our operations in Europe, the Middle East and Africa.

Our company

We serve the daily car rental needs of both business and leisure travelers globally through a network of approximately 3,800 company-owned, franchised and licensed locations in 82 countries with a fleet of approximately 300,000 vehicles as of June 30, 2006. We operate primarily under the National Car Rental and Alamo Rent A Car brands. Based on 2005 airport concessionaire revenue data obtained from local airport authorities, we hold the third largest combined brand market share in the top 125 airports in the United States in which we have company-owned locations. We believe we have a leading combined brand market share based on revenues in the United Kingdom, operating at both on-airport and off-airport locations.

Through our National and Alamo brands, we offer two distinct daily car rental products with service attributes that meet the car rental needs of business and leisure customers. We believe that the National brand provides services attractive to frequent business travelers. Through our Emerald Club loyalty program and our Emerald Aisle service offering, we provide a car rental experience focused on speed of rental and return, such as allowing our customers to bypass the rental counter, choose their own car and obtain an E-Receipt (an electronic receipt that is automatically e-mailed to the customer). The National brand has a large and diverse customer base that includes more than one-third of the Fortune 500 companies.

We believe Alamo is a leading choice for leisure travelers in key U.S. tourist markets. Alamo provides a value-oriented car rental experience that includes services we believe are particularly attractive to vacation travelers. We use our information technology capabilities to differentiate Alamo from other leisure travel brands by offering our customers products and services to simplify their rental experience, such as Pre-Pay and Save (a prepaid rental product that provides customers a discount), Online Check-In (a service offering the ability to check in on the Internet and bypass the rental counter) and E-Vouchers (an electronic voucher for tour customers that documents the prepayment of the cost of a reserved rental car).

In 2005, we generated total revenues of $2,891.1 million, income before provision for income taxes of $184.8 million and net income of $105.3 million. For the six months ended June 30, 2006, we generated total revenues of $1,496.6 million, income before provision for income taxes of $54.5 million and net income of $38.6 million. We generated approximately 77% of our 2005 rental revenues in the United States. We derived approximately half of our 2005 combined U.S. and Canadian revenues from each of our National and Alamo brands. We estimate that our National brand contributed approximately two-thirds of our 2005 rental revenues in EMEA, and our Alamo and Guy Salmon brands contributed the remaining one-third.

1

Our markets

We operate in the global car rental industry, which represented a market with revenues in excess of $30 billion in 2005 as estimated by Datamonitor. Our business primarily focuses on the $19 billion U.S. market, which exhibited a 4.9% compound annual growth rate from 1991 to 2005 according to Auto Rental News. In addition, we compete in the European car rental market with a specific focus on the United Kingdom. These markets were estimated by Datamonitor to be $8.4 billion and $1.5 billion, respectively, in 2005.

In the United States, we operate primarily in on-airport and near-airport locations. The U.S. on-airport rental market represented approximately 60% of total U.S. car rentals in 2004 according to Datamonitor. Industry growth in the U.S. on-airport car rental market is driven primarily by economic growth which in turn stimulates airline traffic, or enplanements. From 2002 through 2005, U.S. domestic airline enplanements grew 5.2% per year according to the U.S. Department of Transportation. From 2005 to 2009, U.S. domestic enplanements are projected to grow at a compound annual growth rate of 2.4% per year based on U.S. Department of Transportation estimates.

In Europe, we operate in both on-airport and off-airport locations. The European car rental market is driven largely by economic growth in individual European countries. According to Datamonitor, this market is expected to grow from $8.4 billion in 2005 to $9.3 billion in 2009, representing a 2.7% compound annual growth rate. The off-airport business was approximately 60% of the European car rental market in 2005 according to The Thomson Corporation.

Our strengths

Strong and distinct global brands

We believe that the National Car Rental and Alamo Rent A Car brands are well recognized in leading car rental markets worldwide. The National brand is well-known by frequent business travelers for its Emerald Club loyalty program and Emerald Aisle premier service offerings. Emerald Club allows National customers to earn rewards such as rental upgrades, credit towards free rental days and airline travel miles.

We have positioned Alamo as the rental car brand that provides value and service for leisure travelers. We believe that Alamo is a leader in the industry at introducing customer-friendly products. Recent innovations include Online Check-In at Alamo.com which allows customers to bypass the rental counter, Pre-Pay and Save which provides customers a discount in exchange for prepaying for the cost of the rental at the time the reservation is made and E-Vouchers that replace paper intensive tour vouchers for domestic and international tour customers.

Established customer base

We have long-standing relationships with many leading customers in the business and leisure travel sectors. For example, National maintains commercial contracts with more than one-third of the Fortune 500 companies.

2

Through our Alamo brand, we have established preferred provider agreements with leading domestic and international tour companies, airlines and online and offline travel distributors. Multi-year contracts with domestic and international tour operators and major airline carriers provide Alamo access to a large customer base. In addition, Alamo has marketing and distribution agreements with leading internet travel sites such as Expedia, Orbitz, Travelocity and Priceline.

Industry leading information systems

Our recently upgraded, unified operating system integrates counter and online reservations, fleet usage and rate management data, which has given us better visibility and flexibility and enabled us to make more efficient operating decisions. As a result of the integration and upgrade of our systems, we have been able to enhance both our Nationalcar.com and Alamo.com websites and launch new products and services, including Online Check-In, Pre-Pay and Save, E-Receipt and E-Vouchers. These features enhance the customer experience, lower ongoing operating costs or reduce late cancellations and "no-shows".

Integrated fleet and revenue management systems

We manage our single fleet of cars between our two distinct brands by repositioning fleet for normal weekly and seasonal demand fluctuations as a result of the distinct customer groups we serve. With the National brand, we are able to contract with large corporate customers that provide a consistent level of business travel demand throughout the year, except during peak leisure travel periods. Conversely, the Alamo customer demand seasonally peaks during key leisure travel periods such as traditional holiday periods, when business travel is low. We use our integrated information technology system to adjust our pricing and marketing in response to customer demand dynamics and to further enhance our fleet management and utilization.

Lean cost structure

Since we acquired the operations of our predecessor, ANC Rental Corporation, or ANC, in 2003, we have realigned our business cost structure in the United States and Canada to enhance profitability through a number of significant cost reduction initiatives. These initiatives include the implementation of a unified operating system pursuant to a long-term technology outsourcing agreement with Perot Systems Corporation, or Perot; the consolidation and relocation of our corporate headquarters from Fort Lauderdale and Boca Raton, Florida to a single, lower cost facility in Tulsa, Oklahoma; and the consolidation of our U.S. reservation facilities. In addition, we implemented a management pay-for-performance philosophy which eliminates automatic annual compensation increases and which includes a significant component of at-risk pay.

Experienced and motivated management team

Led by industry veteran William E. Lobeck, we have an experienced management team with a strong track record in the rental car industry. Our senior management team has an average of 20 years in the travel and transportation industries. Members of our senior management team were part of the investor group that acquired our business in 2003. After giving effect to this offering, Mr. Lobeck and his family trusts will beneficially own approximately    % of our common stock and other members of our management team will beneficially own approximately     % of our common stock.

3

Our strategy

Grow our National Car Rental and Alamo Rent A Car brands

We have distinct growth strategies for the National and Alamo brands. To attract new National customers and increase rental activity with existing customers, we are continuing to expand our product and service offerings for the Emerald Club program. We recently introduced services that have enhanced rental activity by new corporate customers as well as our frequent renters. These services include E-Receipts and targeted marketing campaigns through email offers and joint marketing initiatives with airlines and travel clubs.

We have focused on positioning Alamo as the rental car brand for leisure travelers. We intend to accelerate the Alamo brand's growth through the use of our operating system and our Alamo.com website to enhance the speed and efficiency of our customers' experience. We believe that we can also build on Alamo's brand recognition among international travelers to the United States to grow the Alamo brand outside the United States.

Leverage recent technology infrastructure investments to support our brands, improve customer service and reduce our operating costs

Our integrated operating system has enabled us to create a leading presence on the internet, which is an increasingly important component of our customers' experience. We intend to further enhance the functionality of our National and Alamo websites to create an even more user-friendly customer experience, while facilitating communication, administration and data flow. Our operating system has allowed us to introduce innovative services that improve the speed and efficiency of our customers' experience and enhance our profitability. For example, we are testing touch screen car rental kiosks at the Dallas, Las Vegas, and Jacksonville airports. In tests, the new process reduces check-in time for customers by approximately 72% when compared to average queue and transaction times at traditional staffed counters. We believe that, if fully implemented, the touch-screen rental kiosks will allow us to increase the number of customers we serve at existing locations while decreasing customer check-in time.

Diversify fleet purchases

In light of the prevailing conditions in the automobile industry in the United States and Canada, we have taken steps to diversify our vehicle supply sources and improve our vehicle mix to better match the needs of our customers. While we expect that General Motors, or GM, and DaimlerChrysler will continue to be our primary vehicle suppliers, we have negotiated an increased supply of 2007 model year vehicles from our third largest provider, Toyota, as well as added new suppliers, including Kia, Volkswagen and Volvo. In our EMEA segment, we have significant experience operating a more diverse fleet.

Opportunistically acquire and expand our franchise business and develop other strategic relationships

We regularly review opportunities to acquire franchises in key markets in the United States and Canada. For example, in 2005, we acquired franchises in San Antonio, Texas and Albany, New York and, in August 2006, we acquired a franchise in Providence, Rhode Island. The selective acquisition of franchises in the United States and Canada is attractive for us as we believe we

4

can generally reduce operating costs and improve performance by implementing our management model, reducing fleet costs and employing our information management systems. We also may selectively grant new franchises in smaller markets in the United States and Canada.

Our leading market share in the United Kingdom, combined with our strong network of company-owned and franchised locations, provides a platform for growth in the fragmented European market through the addition or formation of joint ventures or marketing alliances, the selective acquisition of franchisees and the addition of new company-owned locations. For example, in the first quarter of 2006, we entered into a new franchise agreement with an established rental car operator in southern Germany that added more than 40 locations. In addition to our focus on our core markets, we intend to continue the cost effective expansion of our global platform through strategic alliances or new franchisees in rapidly growing markets such as Asia and Central and South America. We believe these initiatives will not only increase rental transactions by providing a single-source solution for corporate procurement specialists of multi-national organizations and global tour operators, but also augment Alamo's inbound U.S. and Canadian international tour business.

5

The transactions

The refinancing

On June 14, 2006, certain of our U.S. and Canadian subsidiaries entered into new senior secured credit facilities with various lenders in an aggregate principal amount of up to $975 million, consisting of a revolving credit facility of up to $175 million (including a $25 million sub-facility for loans related to Canadian operations) and a term loan of $800 million. For further information concerning the senior secured credit facilities, see "Description of certain indebtedness—Non-vehicle related indebtedness" in this prospectus.

We used the proceeds under the term loan as follows: (1) $260.5 million to repay our existing non–vehicle indebtedness, including interest accrued to the repayment date, held by Cerberus (as defined under "—Our history and sponsor"), (2) $122.6 million to repurchase shares of preferred stock, including accrued and unpaid dividends, of Worldwide Excellerated Leasing Ltd., or Worldwide, held by Cerberus and Mr. Lobeck, and (3) $395.7 million to repay certain vehicle-related indebtedness.

We refer to the senior secured credit facilities and the application of proceeds therefrom as the "Refinancing".

The incorporation transactions

VCRG was incorporated in Delaware in July 2006 to become the direct parent holding company for Worldwide. This will occur prior to the consummation of this offering through the following transactions:

•

The contribution by the existing equityholders of Worldwide of their outstanding shares of Class A and Class B common stock of Worldwide in exchange for Class A and Class B common equity units of Vanguard Car Rental Holdings LLC, or VCR Holdings LLC, an entity formed on July 25, 2006 solely for the purpose of effecting the Incorporation Transactions. This transaction was consummated on August 1, 2006 and resulted in VCR Holdings LLC becoming the immediate parent company of Worldwide.



•

The merger of VCR Holdings LLC into VCRG. In the merger, assuming the sale in this offering of                           shares of our common stock at a price of $    per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, each Class A common equity unit of VCR Holdings LLC will be converted into     shares of common stock of VCRG, and each Class B common equity unit of VCR Holdings LLC will be converted into             shares of common stock of VCRG.

We refer to these transactions as the "Incorporation Transactions".

The offering transactions

In this offering, we will issue             shares of our common stock and use the net proceeds to repay a portion of our indebtedness under our term loan, for general corporate purposes and to pay related fees and expenses as described under the "Use of Proceeds" section in this

6

prospectus. See "Use of proceeds." The selling stockholders will sell                           shares of our common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders. Affiliates of certain of the underwriters will receive a portion of the net proceeds of the offering in their capacity as lenders under our term loan. See "Underwriting."

We refer to these transactions as the "Offering Transactions" and, together with the Refinancing and the Incorporation Transactions, as the "Transactions."

Our history and sponsor

The National Car Rental brand has been in use since 1947, and the Alamo Rent A Car brand has been in use since 1973. National and Alamo were separately owned businesses until the mid-1990s, when Republic Industries, Inc. (now AutoNation Inc.) acquired the domestic and international National and Alamo car rental businesses as well as certain other international car rental operations and operated both brands through its subsidiary, ANC. In 2000, ANC was spun off from AutoNation Inc. In November 2001, ANC filed for voluntary reorganization under Chapter 11 of the United States Bankruptcy Code. In October 2003, we acquired substantially all of the assets and worldwide operations of ANC. We refer to this transaction as the "Acquisition."

Founded in 1992, Cerberus Capital Management, L.P., through certain Cerberus-affiliated funds and managed accounts, which we collectively refer to as "Cerberus," owns a significant majority of our equity. Cerberus is an active worldwide investor that, together with its affiliates, manages funds and accounts with aggregate equity capital in excess of $18.0 billion as of June 30, 2006. Cerberus' primary businesses include distressed debt, private equity, secured lending, real estate and international investment funds.

Our corporate information

Our principal executive offices are located at 6929 North Lakewood Avenue, Suite 100, Tulsa, Oklahoma, 74117, and our telephone number is (918) 401-6000. Our website address is www.vanguardcar.com. The information contained on our website does not constitute a part of, nor is it incorporated into, this prospectus.

7

Ownership structure

The chart below illustrates our ownership and corporate structure after giving effect to the Transactions (assuming no exercise by the underwriters of their option to purchase an additional          shares of common stock from the selling stockholders to cover over-allotments).

8

The offering

Unless we specifically state otherwise, all information in this prospectus:

•

assumes an initial public offering price of $             per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus; and



•

excludes approximately             additional shares of common stock that will be reserved for issuance under our 2006 Equity Incentive Plan that we intend to adopt prior to the consummation of this offering.

Risk factors

For a discussion of risks relating to our company, our business and an investment in our common stock, see "Risk factors" beginning on page 13 and all other information set forth in this prospectus before investing in our common stock.

9

Summary consolidated historical
financial data

VCRG, the issuer of the common stock offered hereby, was recently formed to become the parent holding company for Worldwide. Worldwide was formed in 2003 for the purpose of acquiring substantially all of the assets of ANC out of bankruptcy and did not have any operations prior to the Acquisition. Although the effective date of the Acquisition was October 14, 2003, the effective date for accounting purposes was October 1, 2003. In this prospectus, we refer to the period prior to October 1, 2003 as the "Predecessor Period" and the period from and after October 1, 2003 as the "Successor Period," and we refer to ANC as the "Predecessor Company" and Worldwide as the "Successor Company."

We present below summary consolidated historical financial data of Worldwide. The following summary consolidated historical financial data as of December 31, 2005 and for the years ended December 31, 2004 and 2005 are derived from the audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated historical financial data as of June 30, 2006 and for the six months ended June 30, 2005 and 2006 are derived from the unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.

You should read the following financial data below in conjunction with "Capitalization," "Selected historical consolidated financial data," "Management's discussion and analysis of financial condition and results of operations" and the consolidated financial statements, including the notes thereto, in each case, included elsewhere in this prospectus.

10

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(1)   Pro forma as adjusted basic and diluted net income (loss) per share have been computed in accordance with the Securities and Exchange Commission, or SEC, rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure in connection with this offering as well as the number of shares issued in this offering for which the proceeds will be used to repay debt. Therefore, pro forma weighted average shares for purposes of the unaudited pro forma as adjusted net income (loss) per share calculation has been adjusted to reflect (i) the issuance of                           shares in this offering, the proceeds of which will be used to repay a portion of the $800 million term loan issued on June 14, 2006 as set forth in the "Use of Proceeds" section, and (ii) the conversion of each Class A common equity unit of VCR Holdings LLC into    shares of common stock of VCRG and each Class B common equity unit of VCR Holdings LLC into     shares of common stock of VCRG. See "—The transactions—The incorporation transactions." The SEC rules for initial public offerings also require that net income used for purposes of the unaudited pro forma as adjusted net income (loss) per share calculation be adjusted on a pro forma basis to reflect the effect on net income of repayment of debt from the proceeds of the offering.

(2)   Rental revenue per day is calculated as total rental revenue for the applicable period divided by the total number of rental days in that period. We believe that this statistic is important as it reflects the total revenue generated per rental day, inclusive of all ancillary products and vehicle pass-through charges.

(3)   Rental revenue per unit per month is calculated as total rental revenue for the applicable period divided by average paid fleet (described in footnote (4)) divided by the number of months in that period. We use this measurement in evaluating the revenue productivity of our fleet.

(4)   Average paid fleet represents the average of the number of vehicles that are acquired for daily rental use that incur a depreciation or lease expense on each individual day during the period being reported. We use this measurement to calculate rental revenue per unit per month.

(5)   Rental days represent the number of days that customers were billed for using vehicles in our fleet. We use this measurement to calculate rental revenue per day.

(6)   We evaluate performance based on segment profit (loss), which represents earnings before non-vehicle interest expense, net, income taxes and depreciation of property and equipment. See Note 22 of the Notes to consolidated financial statements of Worldwide as of and for the years ended December 31, 2005 and 2004 and for the period from October 1, 2003 to December 31, 2003 included elsewhere in this prospectus.

(7)   Pro forma as adjusted gives effect to the Incorporation Transactions and the Offering Transactions assuming an initial public offering price of $             per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus. See "Capitalization."

(8)   See Note 18 of the Notes to consolidated financial statements of Worldwide as of and for the years ended December 31, 2005 and 2004 and for the period from October 1, 2003 to December 31, 2003 included elsewhere in this prospectus for a discussion of the mandatorily redeemable securities, which consists of shares of Class A common stock of Worldwide and shares of preferred stock of Worldwide. In June 2006, the preferred stock of Worldwide was repurchased. See Note 11 of the Notes to the condensed consolidated financial statements of Worldwide as of June 30, 2006 and December 31, 2005 and for the six months ended June 30, 2006 and 2005 included elsewhere in this prospectus.

12

Risk factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following information, together with other information in this prospectus, before buying shares of our common stock. If any of the following risks or uncertainties occur, our business, including our financial condition, results of operations, cash flows and prospects, could be materially and adversely affected. As a result, the trading price of our common stock could decline and you may lose all or a part of your investment.

Risks related to our business

A decrease in air travel would significantly and adversely impact our business.

Our on-airport and near-airport locations generate substantially all of our revenues from our U.S. and Canadian operations, and, as such, we are highly dependent on air travel. Any events or factors that disrupt business or leisure air travel could reduce our customer volume and significantly and adversely impact us. Factors that may adversely affect air travel include: general economic downturns, including in the United States; global security issues, political instability, high-profile crimes against tourists, further acts or threats of terrorism, hostilities or war; increased airport security that could reduce the convenience of air travel; natural disasters, such as the hurricanes that occurred in Florida and the Gulf Coast in 2005; travelers' perception of the occurrence of travel-related accidents; travelers' concerns about exposure to contagious diseases and pandemics; labor unrest; higher airfares, including as a result of increases in fuel prices and reduced availability of airline capacity; and deteriorating financial condition of airlines.

In particular, certain U.S. and international airlines have recently experienced economic distress, as evidenced by the bankruptcy proceedings of Delta Air Lines, Inc., Northwest Airlines Corporation, United Airlines, Inc. and US Airways Group, Inc. Any further deterioration in the economic condition of U.S. or international airlines could further reduce airline capacity, result in increased airfares and lead to reduced airline passenger traffic.

These factors and events, which are unpredictable and outside of our control, may result in a decrease in air travel generally or in one or more geographic areas on a short- or long-term basis. A sustained material decrease in airline passenger traffic from current levels generally or in one or more geographic areas would significantly reduce our customer volume and significantly and adversely impact us. A downturn in air travel in 2001 as a result of both adverse economic conditions and the effects of the September 11 terrorist attack was a precipitating factor in the November 2001 bankruptcy filing of our predecessor company.

Our business is highly seasonal, and a disruption in air travel or vehicle rental activity during our peak season could materially adversely affect our business.

Our business, and particularly our rental activity from leisure travelers, is highly seasonal. Our third quarter, which includes the peak summer travel months of July and August, is historically the strongest quarter of the year and generates in excess of 50% of our income before provision for income taxes. Our first and fourth quarters generally are the weakest, primarily due to reduced leisure travel except during key holiday periods. During our peak season, we increase our rental fleet and workforce to accommodate increased rental activity. The larger fleet also increases our financing and related credit enhancement requirements. As a result,

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any occurrence that disrupts travel patterns, particularly air travel, or vehicle rental activity directly during the peak season, including those described above under "—A decrease in air travel would significantly and adversely impact our business," could have a material adverse effect on our business. Many of our expenses, such as rent, general insurance and administrative personnel, remain fixed throughout the year and cannot be reduced during periods of decreased rental demand. In addition, our airport concession agreements provide for minimum concession fees that must be paid to the airport authority regardless of our revenues or profitability. As a result, we may not be able to conduct our operations efficiently or profitably at all times during a given year, and any disruption in air travel or in vehicle rental activity directly during our peak season could have a disproportionately material adverse effect on our business, financial condition and results of operations.

A decrease in travel to our key leisure destinations could significantly and adversely affect our business.

The Alamo brand has a significant presence in key leisure destinations, including California, Florida, Hawaii, Nevada and Texas. For the year ended December 31, 2005, 54.3% of our combined Alamo and National U.S. rental revenues were derived from operations in these five states. Reductions in leisure travel to these destinations, as a result of any occurrence that disrupts travel patterns or vehicle rental activity, including those described above under "—A decrease in air travel would significantly and adversely impact our business," could have a material adverse effect on us.

We face intense competition on the basis of pricing, which may adversely impact our rental rates and/or market share.

We operate in a highly competitive industry, and the combined market share of our National and Alamo brands in the top 125 U.S. airports in which we have a company-owned location, declined from 29.0% to 20.5% during the period 1999 to 2005. We believe that pricing is one of the primary competitive factors in the car rental industry, particularly among leisure travelers. From time to time, we or our competitors, some of whom have greater resources than we do, may compete aggressively by lowering rental prices. To the extent that we lower prices to match our competitors' downward pricing or in an attempt to enhance or retain market share, our operating margins may be adversely affected. Conversely, if we do not match our competitors' actions, we may lose market share, resulting in decreased rental volume and revenues. The internet has increased pricing transparency among car rental companies by enabling customers to obtain more easily the lowest rental rates available from car rental companies for any given rental. In addition, rental car companies' use of pricing software, which facilitates quick revisions to pricing to meet changes in car rental demand, has caused pricing to become more volatile. This pricing transparency and volatility may continue to intensify the price competition in the car rental industry.

Increases in fuel costs or reduced fuel supplies could harm our business.

Increases in fuel prices, limitations on fuel supplies and the imposition of mandatory allocations or rationing of fuel could harm our business by disrupting travel patterns generally or adversely affecting car rental activity in particular. Also, these circumstances could increase our operating costs and could adversely affect our margins if we are not able to pass the increased costs through to our customers. Natural disasters, such as Hurricane Katrina in 2005, have had a significant impact on fuel costs and availability, and similar events in the future that affect fuel

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cost and availability could impact both customer demand and our operations. In addition, political and military events involving or affecting the Middle East, such as the war in Iraq, or elsewhere could have a significant impact, temporary or permanent, on fuel costs and availability.

We depend on GM and DaimlerChrysler as our principal U.S. rental fleet suppliers. If we are unable to acquire vehicles from these or other manufacturers in sufficient quantities or on competitive terms and conditions, we may experience a loss of revenue or an increase in our vehicle acquisition and depreciation costs.

GM and DaimlerChrysler are the principal suppliers of our U.S. rental fleet. Although we have vehicle supply agreements with GM and DaimlerChrysler through model year 2008, we are required to negotiate annually model mix, depreciation rates and incentives and optional minimum equipment, any of which could result in a loss of revenue or increased costs.

GM and DaimlerChrysler have each stated their intention to reduce fleet sales, including to daily rental car companies. In the event GM or DaimlerChrysler is unable or unwilling to supply us with the planned number and type of vehicles in a timely manner, including as a result of planned reductions in fleet sales or production, interruptions in production from strikes or similar circumstances, or disruptions or delays in the logistic channels of vehicle delivery, we may not have desired quantities and mix of vehicles available to us to meet our requirements in a timely manner. Although we have broadened our supplier base by entering into vehicle purchase commitments with a variety of Asian and European manufacturers, there is no assurance that we will be able to purchase sufficient quantities of vehicles from these manufacturers on competitive terms or at all. Accordingly, if we are unable to negotiate competitive terms and conditions with GM and DaimlerChrysler or if we are not able to purchase sufficient quantities of vehicles from other manufacturers on competitive terms and conditions, then we may be forced to purchase vehicles at higher prices or on less favorable terms.

Vehicle manufacturers, particularly GM and Daimler Chrysler, are expected to reduce or eliminate the availability of vehicle repurchase programs. These changes in vehicle repurchase programs may reduce our fleet flexibility and expose us to the risk that our costs relating to the acquisition and disposition of vehicles will increase.

As of June 30, 2006, approximately 98% of our U.S. fleet and 91% of our Canadian fleet consisted of program vehicles, which are subject to manufacturer repurchase agreements with minimal return conditions. We have historically managed our vehicle depreciation costs through reliance upon manufacturer repurchase programs, which enable us to determine depreciation expense in advance. This predictability is useful to us, since vehicle depreciation and lease charges are the largest component of our cost of operations. Vehicle depreciation and lease charges represented approximately one quarter of our cost and expenses during 2005 and may vary from year to year based on the prices at which we are able to purchase and dispose of vehicles.

GM and DaimlerChrysler are expected to reduce or eliminate the availability of repurchase programs in general, reduce related incentives, reduce the number of vehicles available to us through repurchase programs, increase depreciation charges, increase adjustments for damages or excess mileage or otherwise impose less favorable terms on the repurchase of our vehicles. Accordingly, we expect to increase our purchase of non-program vehicles, which could result in

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an increase and higher volatility in our revenue earning vehicle depreciation expense. We intend to substantially increase our reliance on non-program vehicles for our U.S. fleet for the 2007 model year. We currently estimate that our non-program purchases for the U.S. 2007 model year will be approximately 16% of our estimated U.S. 2007 fleet purchases, although the actual percentage could be higher or lower. We expect to bear increased risk relating to the residual market value of non-program vehicles and the related depreciation on our rental fleet. In addition, repurchase programs generally provide us with flexibility to reduce the size of our fleet by returning cars sooner than originally planned without risk of loss in the event of reductions in demand. This flexibility will be reduced to the extent the percentage of program cars in our car rental fleet decreases. Furthermore, significant increases in the purchase price of vehicles could have a significant and adverse effect on our financial condition and results of operations if we are unable to increase rental rates in order to pass these increased costs on to our customers. As a result of these developments, we could have difficulty managing our costs relating to the acquisition and disposition of vehicles.

Our fleet costs may be adversely affected by the timing of our receipt or disposition of vehicles and/or if we determine to reduce our fleet size.

The actual timing of the receipt or disposition of vehicles from manufacturers can significantly impact our business, financial condition and results of operations. We may incur greater expense when we receive vehicles earlier than planned from manufacturers or when manufacturers are unable to take returned vehicles on a timely basis. We may lose revenues and incur increased costs when we receive vehicles later than planned from manufacturers. We also may incur greater expense if we reduce our fleet size as a result of weak demand, including costs relating to accelerated depreciation charges and turn-back charges imposed under the terms of our manufacturer repurchase agreements for returning vehicles ahead of schedule. In addition, if we determine to materially reduce the size of our fleet due to market conditions or otherwise, we may lose the anticipated benefits of our like-kind vehicle exchange program. For further information concerning our like-kind vehicle exchange program, see "Management's discussion and analysis of financial condition and results of operations — Liquidity and capital resources — Cash payment of income tax expense".

A decline in the results of operations or financial conditions of vehicle manufacturers could adversely impact the price, supply, residual value and our ability to dispose of vehicles. This risk is heightened because of the recent deterioration in the financial condition of our principal supplier, GM.

GM, which is our principal supplier of cars, has experienced a deterioration in its operating results and significant declines in its credit ratings. A severe or persistent decline in the results of operations or financial condition of any of our vehicle manufacturers could reduce the residual values of vehicles of that manufacturer, particularly to the extent that the manufacturer unexpectedly announced the eventual elimination of specific models or nameplates or ceases manufacturing them altogether. Such a reduction could cause a loss on the ultimate sale of those vehicles or require us to depreciate those vehicles on a more rapid basis while we own them. A decline in the economic and business prospects of manufacturers, including any economic distress impacting the suppliers of automobile components to manufacturers, could also cause them to raise the prices we pay for cars, reduce their supply of cars to us or cause them to not fulfill their obligation to repurchase program vehicles from us or guarantee the depreciation of program vehicles.

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In addition, if a decline in financial condition or results or conditions were so severe as to cause a manufacturer to default on an obligation to repurchase program vehicles or if a manufacturer bankruptcy were to occur, we would have to find an alternate method of disposition of those vehicles, which could significantly increase our expenses and decrease the sale proceeds from these vehicles. Our disposition of program vehicles after a default or rejection of manufacturer repurchase agreements in bankruptcy could result in losses similar to those associated with the disposition of cars that have become ineligible for return or sale under the applicable repurchase agreement. These losses could be material if a large number of program vehicles were affected. Any such default might also leave us with a substantial unpaid, unsecured claim against the manufacturer with respect to program cars that were sold and returned to the vehicle manufacturer but for which we were not paid. The amount of this receivable could be substantial. During the twelve months ended June 30, 2006, our combined U.S. and Canadian operations had outstanding month-end receivables for cars sold to manufacturers that were as much as $352.1 million, including $335.7 million owed by GM.

Repurchase agreements for our European operations are with the manufacturers or with dealers whose repurchase obligations are indirectly supported by the manufacturers. Adverse developments in the business, financial conditions, results of operations or prospects of our manufacturers or component manufacturers could also cause our manufacturers to raise prices or reduce their supply to us. In addition, events or occurrences that adversely affect car manufacturers may adversely affect the terms or availability of asset-backed financing.

Changes in repurchase programs could, and the occurrence of certain events of bankruptcy involving a manufacturer would, require us to increase our credit enhancement levels and significantly increase our fleet financing costs.

Because GM no longer has investment grade credit ratings, we are subject to materially increased credit enhancement levels on new financings with respect to the GM vehicles in our fleet, resulting in increased required credit enhancement levels for our vehicle secured debt. Increased credit enhancement levels would substantially increase the effective cost of our vehicle financing and require us to generate additional cash from operations or cash or credit support from our revolving credit facility or other sources to finance our fleet. In addition, if required credit enhancement levels increase and we are unable to provide the increased required amount of credit enhancement, the related vehicle secured debt may begin to amortize and will not be available to finance additional vehicles.

Under the terms of our vehicle secured debt, we would be required to provide additional credit enhancement in the event a supplier of financed vehicles were to file a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The amount of this additional credit enhancement obligation could be material. For example, if our principal supplier of financed vehicles were to file a reorganization petition in September 2006, based on our current fleet, we estimate that we would be required to provide an additional $247.3 million of credit enhancement. This is in addition to the credit enhancement that we will be required to provide upon expiration of the GM freeze agreement at the end of the 2006 model year. See "Description of Certain Indebtedness—Vehicle-related indebtedness—GM freeze agreement and issuance of series A preferred stock."

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Any disruption in our ability to finance our fleet through asset-backed financing could have a material adverse effect on our financial condition and results of operations.

We rely on asset-backed financing to purchase vehicles for our rental fleet and will require additional asset-backed financing in the future. As of June 30, 2006, we had approximately $4.2 billion of total asset-backed indebtedness relating to our U.S. and Canadian rental fleet and no manufacturer-provided financing outstanding. As of June 30, 2006, we had additional borrowing capacity of $1.4 billion for our U.S. and Canadian fleet, including $0.8 billion of additional manufacturer-provided capacity that expired on August 31, 2006. If our access to asset-backed financing were reduced or were to become significantly more expensive for any reason, we may not be able to refinance our existing asset-backed financing or continue to finance new car acquisitions through asset-backed financing on favorable terms, or at all. This could cause our cost of vehicle financing to increase significantly and have a material adverse effect on our financial condition and results of operations.

Our asset-backed financing could be decreased, or our financing costs could be increased, as a result of risks and contingencies, many of which are beyond our control. These risks include, without limitation:

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rating agencies, third-party credit enhancers or other third parties that may require changes in the terms and structure of our asset-backed financing, including increased credit enhancement;



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adverse changes in the terms and availability of third-party credit enhancement;



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the insolvency or deterioration of the financial condition of one or more of the third-party credit enhancers;



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the occurrence of certain events that, under the agreements governing our asset-backed financing, could result, among other things, in (i) an amortization event pursuant to which payments of principal and interest on the affected series of asset-backed notes may be accelerated or (ii) a liquidation event of default pursuant to which the trustee or holders of asset-backed notes would be permitted to require the sale of fleet vehicles that collateralize the asset-backed financing; or



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changes in law that negatively impact our asset-backed financing structure.

Upon expiration of the GM freeze agreement, which coincides with our acquisition of model year 2007 vehicles, we are required to significantly increase our credit enhancement with respect to new GM vehicles. We estimate that approximately $200 million of additional credit enhancement will be required through the first quarter of 2007 in order to finance model year 2007 vehicles that replace model year 2006 vehicles that were subject to the GM freeze agreement. See "Description of certain indebtedness—Vehicle-related indebtedness—GM freeze agreement and issuance of Series A preferred stock" for a description of the GM freeze agreement.

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Our fleet financing in Europe and Canada is concentrated with a few lenders. The insolvency, deterioration of the financial condition or change in credit policy of one or more of these lenders could have a material adverse effect on our financial condition and results of operations.

We rely on asset-backed financing to purchase vehicles for our Canadian rental fleet and operating and capital leases to finance our European fleet. We have a CDN$500 million ($447.9 million as of June 30, 2006) facility for our Canadian fleet. As of June 30, 2006, the Canadian facility had an outstanding amount of CDN$409.5 million ($366.8 million). This facility is provided by a single lender. In Europe we have total fleet financing and leasing facilities totaling $855.2 million as of June 30, 2006, of which $731.5 million is provided by two lenders. As of June 30, 2006, the European facilities had an outstanding amount of $684.6 million of which $650.7 million was owed to two lenders. The Canadian facility matures in October 2010 and the primary European facilities mature in December 2007. If we are not able to refinance either the Canadian facility or the European facilities or if any of these facilities were to become significantly more expensive, we may not be able to finance new vehicle acquisitions on favorable terms or at all for these markets. In addition, our fleet financing facilities could be decreased, or our financing costs increased, as a result of factors which are beyond our control, including the insolvency, deterioration of the financial condition or a change in credit policy of one or more of our lenders.

We may sell vehicles that are not subject to manufacturers' repurchase programs at a loss. This risk may be heightened as we increase our purchase of non-program vehicles.

As of June 30, 2006, approximately 2% of our U.S. rental fleet and approximately 9% of our Canadian rental fleet consisted of vehicles not subject to manufacturer repurchase programs. We intend to substantially increase our reliance on non-program vehicles for our U.S. fleet for the 2007 model year. We currently estimate that our non-program purchases for the U.S. 2007 model year will be approximately 16% of our estimated U.S. 2007 fleet purchases, although the actual percentage could be higher or lower. Non-program vehicles are sold at auction or through other channels at the then prevailing market prices which may be less than the net book value of those vehicles. If this occurs, we would suffer losses in the amount of the shortfalls, which could have an adverse effect on our results of operations. Furthermore, our exposure to fluctuations in the used car market would increase to the extent that we increase our reliance on non-program vehicles. Any event or factor which has an adverse impact upon the wholesale market for used vehicles, including market fluctuations, may adversely affect the amounts realizable from sales of non-program vehicles. For example, prices for used vehicles generally decrease if manufacturers increase the retail sales incentives they offer on new vehicles or announce new models or discontinue existing models. The bankruptcy of a manufacturer also may adversely affect the wholesale market values of the vehicles produced by that manufacturer. Because it is difficult to predict the impact or timing of any of these events or factors, we may not be able to effectively manage the risk that net book values of the non-program vehicles exceed the sales proceeds thereof. If this occurs, we would suffer losses in the amount of the shortfalls. If the percentage of non-program vehicles in our fleet increases substantially, such losses could have a material adverse effect on our business and results of operations.

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Maintaining a vehicle rental fleet is highly capital intensive, and we will require additional capital in order to continue to finance our vehicles and to support both our growth objectives and general working capital needs.

We will require access to additional short- and long-term credit in the future in order to continue to finance our vehicle rental fleet and other working capital requirements. Our capital requirements will increase if, as we expect, we continue purchases of program vehicles from non-investment grade manufacturers or increase our purchase of non-program vehicles. We may not be able to obtain additional financing when needed or, to the extent such financing is available, to obtain financing on acceptable terms. In the event that we require such financing, we would be adversely affected if we were unable to continue to secure sufficient financing in a timely manner on acceptable terms.

Cost of our rental fleet may increase, which would adversely affect our results of operations.

During the last few years, the average price of vehicles generally has increased. The effect of these price increases has been partially offset by periodic manufacturers' sales incentives that tend to lower the average cost of vehicles. We anticipate that new vehicle prices will continue to increase, but manufacturers' sales incentive programs may not remain available to minimize the increase in our rental fleet costs, and we may not be able to control our rental fleet costs and selection, or to pass on any increases in vehicle cost to our customers through rate increases. Our net U.S. vehicle depreciation costs per car day for the 2006 model year were approximately 15% higher than for the 2005 model year and we anticipate that our net U.S. vehicle depreciation costs per car day for the 2007 model year will be approximately 28% higher than for the 2006 model year. Total vehicle costs per car day, including net vehicle depreciation, vehicle interest and all other vehicle related operating and maintenance costs, are expected to increase approximately 10% in calendar year 2006 as compared to calendar year 2005, and we expect at least a 16% increase in total vehicle costs per car day in calendar year 2007 as compared to calendar year 2006, primarily as a result of the expected increases in net vehicle depreciation costs per car day for the model year 2007 vehicles. Significant increases in vehicle costs for 2007 and future model years would adversely affect our financial condition and results of operations absent increases in rental rates. The cost of our rental fleet is also impacted by the relative mix of short-term vehicles, which are vehicles generally held for a period of six months and that have a higher daily depreciation rate but provide greater seasonal flexibility, versus the mix of long-term vehicles, which are vehicles held up to twelve months and generally have a lower daily depreciation rate but provide less seasonal flexibility. Additionally, the relative mix of manufacturers, the models that manufacturers make available for sale to us and the cost of optional minimum equipment to meet customer preferences and our business needs impact the costs of our rental fleet. To the extent we fail to satisfy minimum purchase requirements under our vehicle purchase agreements with GM and DaimlerChrysler for our U.S. fleet, the sales incentives to which we would otherwise be entitled would be reduced, resulting in higher vehicle costs.

We rely on our information technology systems to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business.

Our business depends on the efficient and uninterrupted operation of our integrated information technology systems. Among other things, we use these systems to accept reservations, process rental and sales transactions, provide many of our value-added services, and track and manage our vehicle rental fleet. We also depend on our information technology

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systems for back office functions, such as billing, our like-kind vehicle exchange program and accounts payable. If any of our information technology systems were to fail, our business, financial condition and result of operations could be materially adversely affected. In addition, because our systems contain information about millions of individuals and businesses, our failure to maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations.

We outsource our U.S. and Canadian information technology needs to a single supplier. Any disruption in service from this supplier could adversely affect our operations.

We outsource our U.S. and Canadian information technology needs to a single supplier, Perot. If Perot fails to adequately meet our information technology needs, whether due to a decline in its technical ability or financial condition or otherwise, we may suffer a loss of business functionality, at least on a temporary basis, which would adversely affect our U.S. and Canadian operations. If there is any disruption in our relationship with Perot or if Perot fails to adequately meet our information technology needs, we may not be able to secure another supplier of information technology services on acceptable terms or at all. In addition, if we change our supplier of U.S. and Canadian information technology services, we may face significant upfront costs as well as potential performance issues in the transition period, which could adversely affect our business.

The increasing prominence and concentration of internet-based travel service providers may adversely impact our market share and costs.

Reservations booked through the websites of internet-based travel service providers such as Orbitz, Travelocity and Expedia have grown rapidly, increasing 31.8% for U.S. bookings in 2005 versus 2004, and accounted for approximately 15.6% of our total bookings in the U.S. segment in 2005. While we have agreements for the display and sale of our brands through these third-party internet sites, any decrease in our presence or placement on these or other internet distribution channels would likely adversely impact our market share of customers who purchase through these channels and subsequently reduce our rental day demand. In addition, we are required to pay fees to these third-party internet sites for the display and sale of our brands, and depending upon competitive conditions, may be subject to significant fee increases.

Any loss of our right to operate as an on-airport concessionaire may adversely affect our revenues and market share.

We estimate we derived 97% of our total U.S. rental revenues in 2005 from rental transactions at on- or near-airport locations. The aggressive bidding for on-airport locations in the United States among vehicle rental companies has increased the cost of our concessions at some of our on-airport locations. In locations where there are a limited number of concession spaces, in the United States or elsewhere, we may be forced to bid for airport concessions on unfavorable terms or lose our ability to operate on-airport at these locations. While our concession agreements generally have a duration of fixed years, as is common in the industry, a number of our concession agreements for key locations are on a month-to-month basis. To the extent that we lose our right to operate as an on-airport concessionaire at a particular location, we are likely to experience a reduction in rental volume. Additionally, the resulting limitations on

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obtaining car rental concessions for each brand at these airports may negatively impact our dual-brand strategy to differentiate our National and Alamo brands at all points of customer contact in the United States.

Additional government fees and incremental surcharges may be levied on rentals at our on-airport locations, which could adversely affect our business.

Federal, state and local authorities in the United States and the relevant governmental authorities internationally, including the airport authorities at our on-airport locations, may levy additional fees and surcharges on our vehicle rentals. An increase in on-airport fees and/or surcharges, if passed on to customers by vehicle rental companies generally, would cause a resulting increase in rental prices at the affected locations, potentially driving airport daily rental customers away from on-airport locations and into the local market, or motivating customers to utilize alternate modes of transportation. As a result, our vehicle rentals could decrease at these locations and our revenues could be adversely affected. If we absorb these additional fees and expenses, our expenses at these locations would increase adversely affecting our profitability.

We depend on franchisees and licensees in certain domestic and international markets, and a decline in the number of franchisees and licensees or in their quality could adversely impact our business.

The successful operation of our business is dependent, in part, upon our ability to attract and retain qualified franchisees and licensees in certain domestic and international markets in which we operate, as well as the ability of our franchisees and licensees to successfully penetrate their markets and to provide high-quality services. A decline in the number of our franchisees and licensees, our failure to renew franchise agreements and licensees, or a decline in the quality of our franchisees' and licensees' services could adversely impact our business, our geographic network and our ability to retain our existing customers and attract new customers.

Our self-insurance program is subject to material retained risk and regulatory requirements.

In most jurisdictions, we are a qualified self-insurer, and, in other jurisdictions, we purchase insurance from unaffiliated carriers. Additionally, we purchase excess liability insurance from unaffiliated carriers, up to a per occurrence limit of $200 million on a worldwide basis. Amounts that we are required to pay with respect to our retained risk are payable out of our current cash flow and would reduce the amount available for our working capital needs. We may not be able to renew or continue insurance at current deductible levels, which could result in additional retained risk. Additionally, U.S. state insurance regulatory authorities, on a periodic basis, review our self-insurance status, including our financial condition. Adverse changes in our financial condition and other considerations may disqualify us from retaining self-insurance status in certain jurisdictions. As a result, we may be required to obtain third-party insurance at higher costs or we may be precluded from operating in these jurisdictions. If we incur higher insurance costs, are precluded from operating in any jurisdiction or are required to make payment on self-insured or retained liabilities, it could have an adverse effect on our business.

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We require surety bonding in the United States and Canada, and our inability to obtain or renew surety bonds would adversely affect our business.

In the normal course of business, we are required to post performance and surety bonds as financial guarantees of our performance with airports, self-regulatory authorities and insurance companies in the United States and Canada. The availability of surety bonding has declined in recent years, and our surety bond providers have required that we provide cash collateral for a majority of these bonds. See "Management's discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Surety bonding." We may not be able to obtain new surety bonds or renew outstanding surety bonds on acceptable terms or at all. Our inability to obtain or renew surety bonds would adversely affect our business, financial condition and results of operations.

We are subject to extensive environmental laws and regulations that can give rise to substantial liabilities from environmental contamination.

Our operations are subject to extensive federal, state and local environmental laws and regulations, which impose limitations on the discharge of pollutants into the environment, establish standards for the management, treatment, storage, transportation and disposal of petroleum products and hazardous materials, and impose obligations to investigate and remediate contamination in certain circumstances. Liabilities to investigate or remediate contamination, as well as other liabilities concerning hazardous materials or contamination such as claims for personal injury or property damage, may arise at many locations, including formerly owned or operated properties and sites where wastes have been treated or disposed of, as well as at properties currently owned or operated by us. Such liabilities may arise even where the contamination does not result from noncompliance with applicable environmental laws. Under a number of environmental laws, such liabilities may also be joint and several, meaning that we could be held responsible for more than our share of the liability involved or even the entire share. Environmental laws and regulations generally have become more stringent in recent years, and compliance with those laws and regulations has become more expensive.

We have incurred expenses in connection with environmental compliance, and we anticipate that we will continue to do so in the future. Failure to comply with the extensive environmental laws and regulations applicable to us could result in significant civil or criminal penalties and remediation costs.

Our service facilities contain storage tanks to store petroleum products such as gasoline, diesel fuel, motor oil and waste oil. We also handle other materials that may under certain circumstances be harmful to human health or the environment. At many of our facilities, storage tanks are located underground which could result in soil or groundwater contamination. Our operations at our owned or operated properties, including activities relating to automobile and bus maintenance, have resulted and may continue to result in releases of contaminants into soil or groundwater. Certain properties in which we have an ownership interest or at which we operate are, and others are suspected of being, affected by such environmental contamination. Any such contamination or release, depending on the material involved, quantity, environmental setting and impact on third parties could result in significant remediation expenditures, claims, liabilities and interruptions to our operations.

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We are required to hold environmental permits, licenses or registrations for our activities at some of our facilities, and these permits may be subject to renewal, modification or revocation. Failure to have such permits or to comply with the terms and conditions of such permits could subject our operations to fines, penalties or other sanctions.

Changes in laws and regulations could adversely affect our business.

We are subject to a wide variety of laws and regulations in the jurisdictions in which we operate, and changes in the laws and regulations applicable to our business have the potential to materially alter our business practices or increase our costs, either of which could reduce our profitability. Those changes may come about through new legislation, the issuance of new regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official. These changes may have a retroactive effect, in particular when a change is made through reinterpretation of laws or regulations already in effect and may impact us differently than our competitors.

The optional liability insurance policies and products providing insurance coverage in our U.S. car rental operations are provided pursuant to limited licenses or exemptions under state insurance laws. Any changes in state insurance laws could increase our compliance cost or make it uneconomical to offer such products, which would lead to a reduction in revenue.

Changes in the regulation of customer privacy and data security could likewise adversely affect our business primarily through the impairment of our marketing and transaction processing activities. Privacy and data security are rapidly evolving areas of regulation, and additional regulation in those areas, some of which may be potentially difficult for us to accommodate, is frequently proposed and occasionally adopted. Furthermore, the regulation of rental rates, either through direct price regulation or a requirement that we disregard a customer's source market (location or place of residence) for rate purposes, could reduce our revenues or increase our expenses.

Manufacturer safety recalls could adversely affect our business.

Our vehicles may be subject to safety recalls by their manufacturers. Under certain circumstances, the recalls may cause us to attempt to retrieve vehicles from our rental customers or to decline to re-rent returned vehicles until we can arrange for the steps described in the recalls to be taken. If a large number of vehicles are the subject of simultaneous recalls, or if needed replacement parts are not in adequate supply, we may not be able to re-rent recalled vehicles for a significant period of time. We could also face liability claims if recalls affect vehicles that we have already sold in channels other than repurchase by the manufacturer. Depending on its severity, the recall could reduce our revenues, create customer service problems, reduce the residual value of the vehicles involved and harm our general reputation, any of which could adversely affect our business.

Our expansion strategy involves risks that could harm our operating results, dilute your ownership of us, increase our debt or cause us to incur significant expense.

As part of our business strategy, we may pursue opportunistic acquisitions of franchisees, joint ventures, or marketing alliances or add new company-owned locations. In addition to our core markets, we intend to focus our strategy in rapidly growing markets such as Asia and Central and South America. Our expansion strategy involves risks, including the inability to integrate an acquired business, potential disruption of our ongoing business and distraction of

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management, and exposure to unknown liabilities. We may not identify or complete these transactions in a timely manner, on a cost-effective basis or at all, and we may not realize the anticipated benefits of any acquisition, joint venture, marketing alliance or expansion of company-owned locations. We may be exposed to additional risks relating to doing business in emerging markets, such as greater economic, commercial and political risk, price and exchange controls, exchange rate risks, devaluation of currency, high rates of inflation, lack of enforcement of legal rights and inefficient or restrictive banking systems. To finance any acquisitions or expansion, or in connection with any joint venture or marketing alliance, we may also incur debt which could increase our leverage or issue shares of our common stock, which could dilute your interest in us.

We may be unable to attract and retain key personnel, which could adversely impact our ability to successfully execute our business strategy.

The continued successful implementation of our business strategy depends in large part upon the ability and experience of members of our senior management, in particular our Chief Executive Officer. In addition, our performance is dependent on our ability to identify, hire, train, motivate and retain qualified management, technical, and sales and marketing personnel. We cannot assure you that we will be able to retain such personnel on acceptable terms or at all. If we lose the services of members of our senior management or are unable to continue to attract and retain the necessary personnel, we may not be able to successfully execute our business strategy, which could have an adverse effect on our business.

We may experience labor disputes associated with the expiration of our collective bargaining agreements.

As of June 30, 2006, we had approximately 11,000 employees in the United States and Canada, approximately 3,500, or 31%, of whom were represented by labor unions and covered by approximately 50 collective bargaining agreements. Collective bargaining agreements range in term from two to five years. As of June 30, 2006, 17 collective bargaining agreements covering approximately 13% or 1,329 of our employees in the United States and Canada were either open for renegotiation or were eligible for renegotiation in the next twelve months. See "Business—Employees." There can be no assurance that we will be able to negotiate new collective bargaining agreements to replace the existing agreements on satisfactory terms, or that actions by our employees during this process will not disrupt our business. If we are unable to negotiate new collective bargaining agreements to replace these expired collective bargaining agreements or to enter into new collective bargaining agreements upon expiration, we may experience labor disputes, which could adversely impact our business.

We could face significant withdrawal liability if we withdraw from participation in one or more multi-employer pension plans in which we participate.

We participate in various "multi-employer" pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdrew from participation in one or more of these plans, we may be required, under the applicable law, to make additional contributions to those plans. Our withdrawal liability for any multi-employer plan would depend on the extent of the plan's funding of vested benefits. We currently do not expect to incur any withdrawal liability in the near future. However, in the ordinary course of our renegotiation of collective bargaining agreements with labor unions

25

that maintain these plans, we could decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multi-employer plans, including ones in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

In the past, we have identified material weaknesses in our internal control over financial reporting. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business in the future, our access to the capital markets, and on the price of our common stock.

Although we are not currently subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we are in the process of documenting and testing our internal controls in order to enable us to satisfy those requirements as of December 31, 2007. During the preparation of our financial statements for the year ended December 31, 2004, a material weakness was identified pertaining to the accounting for certain accrued liabilities. The internal control related to the identified material weakness was remediated during 2005. During the preparation of our financial statements for the year ended December 31, 2005, a material weakness was identified pertaining to internal controls over the complete and accurate accounting for open rental contract accrued revenue. We believe that the material weakness in internal controls noted in connection with the preparation of our year ended December 31, 2005 financial statements has been remediated.

We cannot be certain that additional material weaknesses will not develop or be identified. Any failure to maintain adequate internal control over financial reporting or to implement required, new or improved controls, or difficulties encountered in their implementation could cause us to report material weaknesses or other deficiencies in our internal control over financial reporting and could result in a more than remote possibility of errors or misstatements in the consolidated financial statements that would be material. As of December 31, 2007, we will be required to assess the effectiveness of our internal control over financial reporting, and we will be required to have our independent registered public accounting firm audit management's assessment and the operating effectiveness of our internal control over financial reporting. If we or our independent registered public accounting firm were to conclude that our internal control over financial reporting was not effective, investors could lose confidence in our reported financial information and the price of our common stock could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business in the future, our access to the capital markets on which we are highly dependent and investors' perception of our company. In addition, material weaknesses in our internal controls could require significant expense and management time.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our services and our brands.

Our success depends to a significant degree upon our ability to protect and preserve our trademarks, service marks, domain names and similar intellectual property. We have obtained U.S. and foreign service mark and trademark registrations, and will continue to evaluate the registration of additional service marks and trademarks, as appropriate. We cannot guarantee that our applications will be approved by the applicable governmental authorities or that third parties may not seek to oppose or otherwise challenge our registrations or applications. A failure to obtain or maintain trademark registrations in the United States and other countries

26

could limit our ability to protect our trademarks and impede our marketing efforts in those jurisdictions.

We currently own the exclusive right to use various domain names containing or relating to our brand. We may be unable to prevent third parties from acquiring and maintaining domain names that infringe or otherwise decrease the value of our trademarks and other proprietary rights. Failure to protect our domain names could adversely affect our reputation and brand, and make it more difficult for users to find our website.

We cannot be certain that our intellectual property does not and will not infringe the intellectual property rights of others, or that the intellectual property of third parties does not and will not infringe ours. We may be subject to, or initiate, legal proceedings and claims in the ordinary course of our business, which could result in costly litigation and divert the efforts of our personnel. Depending on the success of these proceedings, we may be required to enter into licensing or consent agreements (if available on acceptable terms or at all), or to pay damages or cease using certain service marks or trademarks.

Risks related to our indebtedness

Our substantial debt could adversely affect our financial health.

We have, and will continue to have after this offering, substantial debt. Our rental fleet is primarily acquired through the issuance of vehicle secured debt, and we rely heavily on our ability to obtain debt financing to operate our business. As of June 30, 2006, after giving effect to the Transactions, we would have had approximately $           billion of outstanding indebtedness on a consolidated basis, including approximately:

•

$           billion of U.S. vehicle secured debt;



•

$           million of Canadian vehicle secured debt;



•

$           million of United States and Canadian non-vehicle secured and unsecured debt, including capitalized leases;



•

$           million of European vehicle secured debt; and



•

$           million of European non-vehicle secured and unsecured debt, including capitalized leases.

Our substantial debt could have important consequences to our business. For example, it could:

•

limit our ability to obtain additional financing, if needed, for working capital, capital expenditures, debt service requirements, fleet credit enhancement obligations, acquisitions or other purposes, on favorable terms or at all;



•

increase our vulnerability to adverse general economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our debt, which would reduce funds available for operations, future business opportunities or other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the vehicle rental industry;

27

•

place us at a competitive disadvantage with competitors that have proportionately less debt and greater access to capital; and



•

make it more difficult for us to make payments under our leases.

Subject to complying with the financial covenants set forth in our debt instruments, we may incur additional indebtedness in the future, which may increase the risks described above.

Restrictions contained in the agreements and other documents relating to our indebtedness may prevent us from taking actions that we believe would be in the best interest of our business.

The instruments governing our indebtedness, including our senior secured credit facilities, contain restrictions on our activities, including covenants that restrict us from:

•

incurring or guaranteeing additional indebtedness;



•

granting liens on our assets;



•

making capital expenditures;



•

making investments;



•

consolidating or merging with, or acquiring, another business;



•

selling or otherwise disposing of our assets;



•

paying dividends and making other distributions with respect to our capital stock, or purchasing, redeeming or retiring our capital stock; and



•

entering into transactions with our affiliates.

The instruments governing our indebtedness, including our senior secured credit facilities, require us to comply with specified financial covenants. Our failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of a substantial amount of our debt. These restrictions may prevent us from taking actions or engaging in activities that we believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted.

We are also subject to operational limitations under the terms of our asset-backed financing facilities. For example, there are contractual limitations with respect to the cars that secure our asset-backed financing facilities. These limitations are based on the identity or credit ratings of the manufacturers, the existence of satisfactory repurchase or guaranteed depreciation arrangements for the cars or the physical characteristics of the cars. As a result, we may be required to limit the percentage of cars that we purchase from any one manufacturer or increase the credit enhancement related to the program and may not be able to take advantage of certain cost savings that might otherwise be available through manufacturers. These limitations may prevent us from purchasing or retaining in our fleet cars on terms that we would otherwise find advantageous. In addition, the facilities relating to our international fleet financing contain certain restrictions, including a restriction on the ability of our international subsidiaries to make dividends or other restricted payments, which may include payments of intercompany indebtedness.

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To service our debt, including meeting credit-enhancement obligations from time to time, will require a significant amount of cash. Our ability to generate sufficient cash flow from operations depends on many factors beyond our control, and any failure to meet our debt service obligations could materially and adversely affect our business.

Our ability to make payments on or to refinance our debt to fund working capital and planned capital expenditures will depend on our ability to generate sufficient cash flow from operations which, to a certain extent, is subject to general economic, financial, competitive, legislative and other factors that are beyond our control, including those described under "Risks related to our business". To the extent that we do not generate sufficient cash flow from operations, future borrowings may not be available to us under our financing facilities in an amount sufficient to enable us to pay our liabilities and obligations or to fund our other liquidity needs. As a result, we may have to undertake alternative plans, such as refinancing or restructuring our indebtedness, reducing our fleet size, selling assets, reducing or delaying capital investments or seeking to raise additional capital, any of which could have a material adverse effect on our business. The instruments governing our indebtedness restrict our ability to dispose of assets and restrict the use of proceeds from such dispositions.

Under the terms of our vehicle-secured debt, we have equity capitalization levels and credit-enhancement obligations that require us to establish cash reserve accounts upon issuance of vehicle-secured debt and from time to time during the term of these financings to maintain a specified level of credit enhancement. Upon the expiration of the GM freeze agreement at the end of the 2006 model year, we estimate that we will be required to provide approximately $200 million of additional credit enhancement. In June 2006, we used approximately $395.7 million of proceeds under our new $800 million term loan to repay vehicle debt and increase credit enhancement to our U.S. fleet securitization subsidiaries, thereby prefunding this credit enhancement requirement. In addition, because GM is no longer an investment grade credit, we will be required to provide materially increased credit enhancement for future financing of GM vehicles or increase reliance on non-program vehicles. If we are not able to obtain sufficient funds to satisfy these credit enhancement requirements, we may have to refinance or restructure the related vehicle secured debt or reduce our fleet size.

Our ability to refinance or restructure our debt will depend on the state of the capital markets, lending markets and our financial condition at such time, as well as our then existing debt instruments. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict the activities of our business.

An increase in total leverage or interest rates is likely to reduce our generation of cash flow.

A significant portion of our vehicle debt and our senior secured credit facilities accrues interest at floating interest rates, and therefore interest payments on such debt will increase or decrease in response to increases or decreases in interest rates. At June 30, 2006, we had approximately $5,709.2 million in combined vehicle debt and obligations and non-vehicle debt, of which approximately $4,021.8 million, or approximately 70.4%, was variable rate debt. Further, at June 30, 2006, our variable rate debt consisted of (1) $3,221.8 million of variable rate vehicle debt and obligations of which $2,815.0 million or 87.4% is capped at rates of 5.5% or less and (2) $800.0 million of variable rate non-vehicle debt of which $475.0 million is hedged at an all in rate of 8.5%. Although we have acquired and intend to acquire additional interest derivatives associated with our variable rate debt, a substantial increase in interest

29

rates has increased our cost of vehicle indebtedness. Holding other factors constant, including levels of indebtedness and foreign exchange rates, a 1.0% increase in the interest rates on our variable rate debt as of June 30, 2006, after giving effect to our interest rate derivatives, would increase expense, and reduce income and cash flows on a pre-tax basis, by approximately $11.3 million on an annual basis, $7.5 million of which relates to vehicle debt and obligations. Any further substantial increase in leverage or interest rates could significantly increase the amount of our cash flow dedicated to service debt for our vehicle debt and our secured credit facilities. In addition, the cost of interest rate derivatives purchased by us to hedge our interest rate exposure is expected to continue to be substantial. See "Management's discussion and analysis of financial condition and results of operations—Quantitative and qualitative disclosures about market risks."

Risks related to the offering

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity. If the market price of our common stock declines after this offering, you could lose all or part of your investment.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange, or the NYSE, or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of the shares of our common stock that you buy. The initial public offering price for the shares of our common stock will be determined by negotiations between us, our selling stockholders and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may be influenced by many factors, some of which are beyond our control, including

•

our quarterly or annual earnings or those of other companies in our industry;



•

the public's reaction to our press releases, our other public announcements and our filings with the SEC;



•

changes in financial estimates or recommendations by the securities research analysts who track our common stock or the stock of other car rental companies or the failure of securities research analysts to cover our common stock after this offering;



•

investor perceptions of us and the car rental industry;



•

the activities of competitors;



•

changes in demand in our industry;



•

general conditions in the U.S. or global economy, financial markets or the travel and leisure, automobile or rental car industries, including those resulting from war, incidents of terrorism or responses to such events; and



•

future sales of our common stock.

As a result of these factors, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated

30

or disproportionate to the operating performance of specific companies. These broad market factors may materially reduce the market price of our common stock, regardless of our operating performance.

Cerberus will continue to be able to control us after the completion of the offering and may have conflicts of interest with other stockholders.

After the completion of the offering, funds and accounts managed by Cerberus or its affiliated management companies, which we refer to collectively as our controlling stockholder, will collectively own    % of our common stock, or    % of our common stock if the underwriters' over-allotment option is exercised in full. As a result, our controlling stockholder will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter required to be submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Our controlling stockholder will also have sufficient voting power to amend our organizational documents. The interests of our controlling stockholder may not coincide with the interests of other holders of our common stock. For example, our controlling stockholder could cause us to make acquisitions or dispositions or increase the amount of our indebtedness. So long as our controlling stockholder continues to own a significant amount of the outstanding shares of our common stock, it will continue to be able to strongly influence or effectively control our decisions.

We are controlled by Cerberus, who may acquire and hold interests in businesses that compete directly or indirectly with us.

Our controlling stockholder is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Although Cerberus does not currently have any investments in a direct competitor, no arrangements are in place to prevent Cerberus from making such an investment in the future or from taking corporate opportunities that otherwise might be available to us. Cerberus may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

We are a "controlled company" within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon completion of this offering, our controlling stockholder will continue to own a majority of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including:

•

the requirement that a majority of the Board of Directors consist of independent directors;



•

the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

31

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and



•

the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating/corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Even if Cerberus no longer controls us in the future, certain provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a merger or acquisition at a premium price.

Our certificate of incorporation and bylaws contain provisions that:

•

permit us to issue, without any further vote or action by our stockholders, up to             shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series;



•

limit our stockholders' ability to call special meetings; and



•

limit our stockholders' ability to act by written consent.

In addition, we are subject to Section 203 of the General Corporation Law of the State of Delaware, or the DGCL, which also imposes certain restrictions on mergers and other business combinations between us and any holder acquiring 15% or more of our common stock. The provisions of Delaware law, our certificate of incorporation and bylaws could have the effect of discouraging others from attempting hostile takeovers and have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that other stockholders may otherwise deem to be in their best interests. Further, we expect that our 2006 Equity Incentive Plan will provide for immediate vesting of stock options, stock appreciation rights or other stock-based awards and/or payments to be made to our employees upon a change of control, which could also discourage, delay or prevent a merger or acquisition at a premium price.

Further sales of our common stock could depress the market price of our common stock.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering or the perception that these sales could occur. Upon completion of this offering, we will have             shares of common stock outstanding, of which                           shares will be held by our current stockholders.

Our executive officers, directors and the holders of substantially all of our outstanding common stock have agreed with the underwriters not to sell, dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock, subject to

32

limited exceptions, during the "lock up" period ending 180 days after the date of this prospectus without the prior written consent of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. In addition, each of our executive officers who owns shares of our common stock immediately prior to the consummation of this offering has each entered into a lock-up agreement with us, under which they have agreed, subject to certain limited exceptions, not to sell or otherwise transfer the shares of our common stock beneficially owned by such executive officer for the two-year period commencing on the date that this offering is consummated without our prior written consent. Pursuant to these agreements, if Cerberus and its affiliates sell any of their shares of common stock, these executive officers will be entitled to sell the same percentage of their shares as are sold by Cerberus and its affiliates. The shares owned by trusts for the benefit of Mr. Lobeck's children are not subject to this two-year lock up agreement. See "Principal and selling stockholders." In addition, all of our current stockholders will be subject to the Rule 144 holding period requirement described in "Shares Eligible for Future Sale." When the lock-up agreements expire, these shares and the shares underlying the options will become eligible for sale, in some cases subject to the requirements of Rule 144. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. In addition, prior to the consummation of this offering, we expect that approximately    million shares will have been reserved for future issuance under the 2006 Equity Incentive Plan. If the options issued are exercised, or the restricted stock we issue vests, and those shares are sold into the public market, the market price of our common stock may decline. As a result, you could lose all or part of your investment. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

The instruments governing our indebtedness contain various covenants that limit our ability to pay dividends, make other distributions and purchase, redeem or retire our capital stock.

Although we do not currently intend to pay dividends on our common stock, the instruments governing our indebtedness contain various covenants that would limit our ability to pay dividends in the future and further limit our ability to purchase, redeem or retire our capital stock. In particular, under our senior secured credit facilities, our principal operating subsidiary, Vanguard Car Rental USA Holdings Inc., or Vanguard USA Holdings, is permitted, following the completion of this offering, subject to certain exceptions, to pay dividends to us in an amount not to exceed in the aggregate $30 million plus 35% of the U.S. subsidiaries' excess cash flow since June 14, 2006; provided that the U.S. subsidiaries' consolidated non-vehicle leverage ratio, as of the most recently completed four fiscal quarter period (determined after giving effect to any such dividend), is equal to or less than 2.75 to 1.0. Vanguard USA Holdings is not obligated to pay dividends to us. Furthermore, even if Vanguard USA Holdings does pay dividends to us, we may not pay dividends to our shareholders in the same amount or at all.

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

Assuming an offering of    shares of our common stock, if you purchase shares of our common stock in this offering at an initial public offering price of $    per share, the midpoint of the range set forth on the cover page of the prospectus, you will experience immediate and substantial dilution of $     per share, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire based on the net tangible book value per share as of June 30, 2006. This dilution is due to the fact that our existing stockholders paid substantially less than the initial public offering price when they acquired their equity interests in Worldwide.

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Industry and market data

Unless otherwise indicated, industry and market data used in this prospectus are based on independent industry publications, government publications, reports by independent market research firms or internal studies and analysis. Airport concessionaire revenue data have been obtained from local airport authorities; these data are reported to them by airport concessionaires. Although we believe that the independent industry publications, government publications and other independent sources of information are reliable, we have not independently verified any of the data from these sources or ascertained the underlying economic assumptions relied upon therein; therefore we cannot guarantee the accuracy or completeness of any such data.

Trademarks

We own various trademarks and trade names used in this prospectus, including Alamo®, Emerald Aisle®, Emerald Club®, Emerald Club Aisle Service®, National® and National Car Rental®. This prospectus includes trademarks and trade names of other companies. Our use or display of other parties' trademarks, trade names or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark or trade name owners.

Cautionary statement concerning forward-looking statements

This prospectus contains "forward-looking statements." These statements contain or express our intentions, beliefs, expectations, strategies or predictions for the future and may contain the words "believes," "anticipates," "expects," "estimates," "intends," "projects," "plans," "will be," "would result" or similar expressions of future conditions or conditional verbs such as "should," "would," "could" or "may."

Forward-looking statements in this prospectus may include, among others, statements regarding:

•

our ability to execute our business strategy and achieve the desired financial results and cost savings;



•

our expectations regarding our ability to obtain new vehicle-secured financing and refinance existing vehicle-secured indebtedness, and the costs and other material terms of our vehicle-secured debt, including credit enhancement obligations;



•

our expectations regarding our ability to adequately finance our liquidity needs, including our ability to obtain new non-vehicle financing, surety bonds and letters of credit, refinance existing non-vehicle indebtedness and the costs and other material terms of related agreements and instruments generally and the increased credit enhancement risk and related liquidity issues as a result of the downgrade of the ratings of GM, our largest supplier of cars, to below investment grade;



•

the demand for our rental vehicles and our ability to adjust the size of our fleet to meet demand;

34

•

our ability to grow profitably the market share of our brands in light of intense competition in the United States and internationally;



•

our ability to capitalize on operating leverage and realize economies of scale and scope in our business;



•

our expectations regarding the continued availability of favorable vehicle manufacturers' purchase and repurchase programs and the ability of these manufacturers to fulfill their obligations under these programs;



•

filing of bankruptcy by, or loss of business from, any of our significant customers or suppliers and the ultimate disposition of any such bankruptcy;



•

the ability of Perot to manage effectively our information technology systems on an outsourced basis;



•

our ability to maintain relationships with our franchisees and licensees;



•

our ability to acquire our fleet at competitive prices;



•

our ability to generate sufficient cash flow from operations;



•

the activities of our competitors;



•

general economic and business conditions, including our ability to remain profitable during unfavorable economic cycles and adverse external events;



•

legal proceedings and regulatory matters;



•

the effects of a decline in travel, due to political instability, adverse economic conditions, pandemics, substantial increases in fuel prices or otherwise, on our travel related businesses;



•

our development and expansion plans and expectations for the future;



•

our management forecasts; and



•

the other factors described herein under "Risk Factors."

All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed in "Risk Factors" herein. Given these risks and uncertainties, you should not place undue reliance on the forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements contained herein.

These forward-looking statements speak only as of the date of this prospectus, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, other than as required by law.

35

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $            million, assuming an initial public offering price of $         per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use approximately $            million of the net proceeds from this offering to repay a portion of our indebtedness under our term loan and approximately $            million of the net proceeds for general corporate purposes, including to fund working capital requirements and to pay fees and expenses related to this offering.

On June 14, 2006, Vanguard USA Holdings, a wholly-owned subsidiary of Worldwide, and one of its subsidiaries entered into senior secured credit facilities with various lenders in an aggregate principal amount of up to $975 million, consisting of a revolving credit facility of up to $175 million (including a $25 million sub-facility for loans related to Canadian operations) and a term loan of $800 million. The term loan matures on June 14, 2013 and currently bears interest at 8.4% per annum. Under the senior secured credit facilities, we are required to use 50% of the net cash proceeds to us from our initial public offering to repay indebtedness outstanding under the senior secured credit facilities. For further information concerning the senior secured credit facilities, see "Description of certain indebtedness—Non-vehicle related indebtedness" in this prospectus.

We used the proceeds under the term loan as follows: (1) $260.5 million to repay our existing non-vehicle indebtedness, including interest accrued to the repayment date, held by Cerberus, (2) $122.6 million to repurchase shares of preferred stock, including accrued and unpaid dividends, of Worldwide held by Cerberus and Mr. Lobeck, and (3) $395.7 million to repay certain vehicle-related indebtedness.

Affiliates of certain of the underwriters will receive a portion of the net proceeds of the offering in their capacity as lenders under our term loan. See "Underwriting."

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Dividend policy

We do not intend to pay cash dividends to holders of our common stock for the foreseeable future. Any declaration and payment of dividends will be subject to the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions contained in our senior secured credit facilities or other agreements, provisions of applicable law and other factors that our board of directors may deem relevant.

We are a holding company with no business operations of our own. To the extent that we elect to pay dividends, we are dependent on distributions and other payments that we may receive from time to time from our operating subsidiaries and proceeds raised from sales of our debt and equity securities. Our operating subsidiaries, however, are legally distinct from us and are under no obligation to make funds available to us for the payment of dividends. The ability of our operating subsidiaries to pay dividends and make distribution payments to us is subject to, among other things, the availability of funds, after taking into account their financial condition, their capital expenditure requirements, the terms of their indebtedness and applicable laws. For example, our principal operating subsidiary, Vanguard USA Holdings' ability to pay dividends to us is subject to restrictions under the senior secured credit facilities. See "Risk Factors—Risk related to the offering—The instruments governing our indebtedness contain various covenants that limit our ability to pay dividends, make other distributions and purchase, redeem or retire our capital stock."

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Capitalization

VCRG was formed on July 26, 2006, in connection with the Incorporation Transactions.

The following table sets forth, as of June 30, 2006:

•

the capitalization of Worldwide on an actual basis;



•

the capitalization of VCRG on a pro forma basis to give effect to the Incorporation Transactions; and



•

the capitalization of VCRG on a pro forma as adjusted basis to give effect to the Offering Transactions.

You should read the information in this table in conjunction with our audited consolidated financial statements and our unaudited condensed consolidated financial statements and the notes to those statements, "Use of Proceeds," "Selected historical consolidated financial data," "Management's discussion and analysis of financial condition and results of operations," "Description of certain indebtedness," and "Description of capital stock" included elsewhere in this prospectus.

(1)

As more fully described in "Prospectus summary—The transactions—The incorporation transactions" section, effective August 1, 2006, existing equityholders of Worldwide contributed their outstanding shares of Class A and Class B common stock in exchange for Class A and Class B common equity units of VCR Holdings LLC, and, prior to the consummation of the offering, assuming the sale in the offering of        shares of our common stock at a price of $        per share, each Class A common equity unit of VCR Holdings LLC will be converted into        shares of common stock of VCRG, and each Class B common equity unit of VCR Holdings LLC will be converted into          shares of common stock of VCRG.

(2)

As more fully described in the "Use of proceeds" section, VCRG estimates net proceeds of the offering to be $                       million, of which $                        million of the proceeds will be used to repay a portion of our term loan included in non-vehicle debt. The pro forma as adjusted data gives effect to the estimated net proceeds of the Offering Transactions and repayment of a portion of the term loan.

(3)

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) each of cash and cash equivalents, additional paid in capital, total stockholders' equity and total capitalization by $         million and decrease (increase) total debt by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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Dilution

Dilution is the amount by which the offering price paid by the purchasers of our common stock to be sold in this offering will exceed the pro forma net tangible book value per share of common stock after the offering. After giving effect to the Incorporation Transactions, our net tangible book value as of June 30, 2006 on a pro forma basis was $     million, or $    per share of common stock. Net tangible book value per share represents the amount of our total tangible assets (which for the purpose of this calculation excludes capitalized debt issuance costs) less total liabilities (which for the purpose of this calculation excludes preferred stock and preferred dividends), divided by the basic weighted average number of shares of common stock outstanding.

After giving effect to the Offering Transactions, our pro forma as adjusted net tangible book value as of June 30, 2006 would have been $              million, or $             per share of common stock. This represents an immediate increase in net tangible book value of $             per share of common stock to our existing holders of common stock and an immediate dilution of $             per share of common stock to new investors purchasing our common stock in this offering. The following table illustrates this per share dilution to the new investors:

The following table summarizes, as of June 30, 2006 after giving effect to the Transactions, the total number of shares of common stock purchased from us, the total consideration paid to us and the weighted average price per share paid by existing stockholders and by new investors purchasing shares from us at our assumed initial public offering price of $             per share.

A $1.00 increase (decrease) in the assumed initial public offering price of $    per share would increase (decrease) total consideration and the total average price per share paid by new investors by $    , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and without deducting underwriting discounts and commissions and estimated expenses payable by us.

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Selected historical consolidated financial data

The following tables present selected historical consolidated financial information of Worldwide and ANC.

The selected consolidated statement of operations data of Worldwide for the six months ended June 30, 2006 and 2005 and the consolidated balance sheet data of Worldwide as of June 30, 2006 were derived from the unaudited condensed consolidated financial statements and the related notes thereto of Worldwide included in this prospectus. The operating results for the six months ended June 30, 2006 and 2005 include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair statement of the results for such interim periods. The interim results are not necessarily an indication of the results for the full year. The selected consolidated statement of operations data of Worldwide for the years ended December 31, 2005 and 2004 and for the period from October 1, 2003 to December 31, 2003 and the consolidated balance sheet data of Worldwide as of December 31, 2005 and 2004 were derived from the audited consolidated financial statements and the related notes thereto of Worldwide included in this prospectus. The consolidated balance sheet data of Worldwide as of December 31, 2003 was derived from audited consolidated financial statements and related notes thereto, which are not included in this prospectus.

The selected consolidated statement of operations data of the Predecessor Company for the nine months ended September 30, 2003 (restated) and the selected consolidated balance sheet data of the Predecessor Company as of September 30, 2003 (restated) are derived from the audited consolidated financial statements of the Predecessor Company as of and for the nine months ended September 30, 2003 (restated) included elsewhere in this prospectus. The selected consolidated financial data of the Predecessor Company as of and for the year ended December 31, 2002 were derived from the audited consolidated financial statements of the Predecessor Company, which are not included in this prospectus. The selected consolidated financial data of the Predecessor Company as of and for the year ended December 31, 2001 has been adjusted for the adjustments made in connection with the restatement of the 2002 financial statements related to 2001 and prior periods. The 2001 financial data is derived from financial statements of the Predecessor Company that have not been audited.

You should read the following information in conjunction with the financial statements and related notes, "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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