On March 2, 2017, The Goodyear Tire & Rubber Company (the
Company) entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the Underwriting Agreement), for the issuance and sale by the Company of
$700,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2027 (the Notes). The Notes will be guaranteed, jointly and severally, on an unsecured basis, by the Companys wholly-owned U.S. and Canadian subsidiaries
that also guarantee the Companys obligations under certain of its senior secured credit facilities and senior unsecured notes (the Subsidiary Guarantors). The Company registered the offering and sale of the Notes under the
Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form
S-3
(File
No. 333-207723).
A copy of the Underwriting Agreement is attached
as Exhibit 1.1 to this Current Report on Form
8-K.
The offering of the Notes is expected to close on
March 7, 2017. The Notes will be issued pursuant to the Indenture, dated as of August 13, 2010 (the Base Indenture), among the Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (the
Trustee), as supplemented by the Sixth Supplemental Indenture, dated as of March 7, 2017 (the Supplemental Indenture), among the Company, the Subsidiary Guarantors and the Trustee (the Base Indenture, as supplemented by
the Supplemental Indenture, the Indenture). The Indenture will provide, among other things, that the Notes will be senior unsecured obligations of the Company and will rank equally with all of the Companys other senior unsecured
and unsubordinated debt.
Interest will be payable on the Notes on March 15 and September 15 of each year, beginning on September 15, 2017.
The Notes will mature on March 15, 2027. At the Companys option, it may redeem some or all of the Notes at any time or from time to time prior to their maturity. If the Company elects to redeem the Notes prior to December 15, 2026
(the date that is three months prior to their maturity date), the Company will pay a redemption price equal to the greater of 100% of the principal amount of the Notes redeemed or the sum of the present values of the remaining scheduled payments on
the Notes redeemed, discounted using a defined treasury rate plus 50 basis points, plus in either case accrued and unpaid interest to the redemption date, if any. If the Company elects to redeem the Notes on or after December 15, 2026, the
Company will pay a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date, if any. The optional redemption provisions will be set forth in the Supplemental Indenture.
The terms of the Indenture, among other things, will limit the ability of the Company and certain of its subsidiaries to (1) incur certain liens,
(2) enter into certain sale/leaseback transactions, and (3) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. These covenants will be subject to a number of important exceptions and qualifications
set forth in the Supplemental Indenture.
The Indenture will provide for customary events of default that will include (subject in certain cases to
customary grace and cure periods), among others: nonpayment of principal or interest, breach of certain covenants or other agreements in the Indenture, defaults in or failure to pay certain other indebtedness or certain judgments, and certain events
of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid
interest on all of the Notes to be due and payable. In addition, if the Company experiences a change of control triggering event, the Company will be required to make an offer to purchase the
Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of purchase.
A copy of the Base Indenture was
originally filed as Exhibit 4.1 to the Companys Current Report on Form
8-K
filed on August 13, 2010. A copy of the Supplemental Indenture is attached as Exhibit 4.2 to this Current Report on Form
8-K.
The descriptions of the material terms of the Indenture and the Notes are qualified in their entirety by reference to such exhibits.
A news release dated March 2, 2017 announcing the pricing of the offering of the Notes is attached hereto as Exhibit 99.1.