It took Hertz Global Holdings two years to reach an agreement to buy the Dollar Thrifty Automotive Group.
But the car rental giant appears confident that the $2.3 billion takeover that it announced on Monday will stick.
Hertz's chief executive, Mark Frissora, told analysts on Monday that his “transformational deal†would pass muster with the Federal Trade Commission, with the antitrust regulator likely to provide its approval within the next six or so weeks.
Crafting a proposal that the F.T.C. would be expected to support has consumed much of the past year, certainly since Hertz withdrew its last bid for Dollar Thrifty in the fall.
Weighing on the regulator's mind was the industry consolidation that any such combination would bring: Hertz, Enterprise Rent-a-Car and the Avis Budget Group together would control at least three-quarters of the American car rental industry.
For his part, Mr. Frissora argued on Monday that the car rental industr y remained highly competitive, with a number of regional players still in the mix. Furthermore, he said that prices have been going down in recent years.
And he had made it clear that his company would be willing to sell its Advantage brand, which competes directly with Dollar Thrifty, to win F.T.C. approval.
Actually putting together a deal that could work required a bit more work, however. Mr. Frissora said that the process included reviewing the combined Hertz and Dollar Thrifty's presences at every airport in the United States, where each company had negotiated separate leasing arrangements with the facilites' management teams.
What Hertz eventually worked out was a deal to sell Advantage to Franchise Services of North America and Macquarie Capital, a proposal that was submitted to the F.T.C. by the end of June. It was a complicated process that a series of discussions among the four parties, according to Mr. Frissora.
“Not everyone's working at the speed of Hertz,†the executive joked.
Not until the particulars of the Advantage sale were set did Hertz again approach Dollar Thrifty about moving their merger discussions forward. “We thought we could accelerate the F.T.C. process if we had the right price and the right terms in place,†Mr. Frissora told DealBook in a telephone interview.
He and his counterpart at Dollar Thrifty, Scott Thompson, ultimately concluded that the Advantage sale would be enough to win antitrust approval.
Since then, the two have drawn up an unusually lenient merger agreement. Monday's transaction allows Dollar Thrifty 30 days to shop itself around to fetch a higher price, according to people with direct knowledge of the matter. Should the company decide to go with another bidder, however, it won't be obligated to pay Hertz a break-up fee.
At the same time, Hertz will not be obligated to pay a reverse break-up fee if the deal fails to win antitrust approval, and it is not obligated to sell businesses beyond what was agreed to in the Advantage transaction.
Why? According to this person, Hertz and Dollar Thrifty had reached two conclusions: One, no one else would try to top Monday's deal, and two, that proposal will be approved by the F.T.C.
From Hertz's perspective, no other company would be willing to pay as much as it is offering. And Avis Budget, which had sought to play spoiler by making its own bid for Dollar Thrifty last year, was seen as facing a bigger antitrust problem because its Budget unit is larger than Advantage.
“We feel pretty good about our deal with Dollar Thrifty,†Mr. Frissora told DealBook. He added that it's “pretty unlikely†at this point that a rival bidder would emerge.
Shares of Hertz leaped more than 9 percent by Monday afternoon, to $14.37. And shares of Dollar Thrifty were up nearly 7.5 percent, at $87.05.
