Hertz agreed to divest 13 additional airports than it had originally proposed in order to get the go-ahead from the Federal Trade Commission, which voted 4-1 in favor of the deal.

Hertz, which had initially proposed to sell 16 locations, will divest a total of 29 on-airport Dollar Thrifty locations, under the terms of the settlement.

It will also sell its Advantage brand, which competes with Dollar Thrifty in the low-cost segment of the market, to Franchise Services of North America (FSN.V) and Macquarie Capital.

The deal, as it was originally proposed, would have harmed competition at 72 U.S. airports by reducing competition and giving the combined company a free reign to increase rental car rates, the FTC said.

"American consumers rent more than 50 million vehicles at airports nationwide each year, spending $11 billion, so this is a real pocketbook issue for everyday people," FTC Chairman Jon Leibowitz said.

The Dollar Thrifty acquisition will firmly secure Hertz's No. 2 position in the $22 billion U.S. car rental industry, ahead of Avis Budget Group Inc (CAR.O). Privately held Enterprise Holdings is the biggest player.

LAST BIG PRIZE

The takeover of Dollar Thrifty has been clouded by antitrust issues as a buyout would leave only three players with more than 95 percent of the U.S. car rental market.

The merger -- which was announced in August -- ends more than two years of on-off takeover talks for Dollar Thrifty involving Hertz and Avis that began in April 2010.

Hertz was always seen the more likely to win regulatory clearance because it serves the high-end business rental market.

Past takeover talks were stalled in part by price and in part by uncertainty over the companies' ability to win antitrust approval of a merger.

Commissioner Thomas Rosch, who voted against the settlement, said he found it inadequate to resolve the competitive concerns at several dozen other airports.

Park Ridge, New Jersey-based Hertz has a 26 percent market share in the U.S. airport market, while Tulsa, Oklahoma-based Dollar Thrifty has a 12 percent share, according to the FTC.

The settlement will enable Advantage to become the fourth-largest U.S. car rental company, and allow it to compete effectively, the regulator said.

Dollar Thrifty, considered the last big prize in the industry, has always been an attractive target for U.S. and European rivals due to its low-cost brands. At one point during the financial downturn, Hertz offered $2 per share for Dollar Thrifty.

It is now paying $87.50 per share.

Hertz's tender offer for Dollar Thrifty shares are set to expire on Friday, unless further extended. (Reporting by A. Ananthalakshmi in Bangalore and Diane Bartz in Washington; Editing by Sriraj Kalluvila)

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