Attached files
file | filename |
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EX-4.1 - EX-4.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv4w1.htm |
EX-4.2 - EX-4.2 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv4w2.htm |
EX-5.4 - EX-5.4 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv5w4.htm |
EX-1.1 - EX-1.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv1w1.htm |
EX-5.3 - EX-5.3 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv5w3.htm |
EX-5.2 - EX-5.2 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv5w2.htm |
EX-5.1 - EX-5.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv5w1.htm |
EX-99.1 - EX-99.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40510exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 10, 2010
The Goodyear Tire & Rubber Company
(Exact name of registrant as specified in its charter)
Ohio | 1-1927 | 34-0253240 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1144 East Market Street, Akron, Ohio | 44316-0001 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 330-796-2121
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 10, 2010, The Goodyear Tire & Rubber Company (the Company) entered into an
underwriting agreement with Deutsche Bank Securities Inc., as representative of the several
underwriters named therein (the Underwriting Agreement), for the issuance and sale by the Company
of $900 million in aggregate principal amount of its 8.250% Senior Notes due 2020 (the Notes).
The Notes are guaranteed by the Companys U.S. and Canadian subsidiaries that also guarantee the
Companys obligations under its senior secured credit facilities (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. 333-168704) (the
Registration Statement). A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this
Current Report on Form 8-K.
The Notes were issued on August 13, 2010 pursuant to the Indenture, dated as of August 13,
2010 (the Base Indenture), among the Company, the Subsidiary Guarantors and Wells Fargo Bank,
N.A., as Trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of
August 13, 2010 (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 provides, 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 is payable on the Notes on February 15 and August 15 of each year,
beginning on February 15, 2011. The Notes will mature on August 15, 2020. On or after August 15,
2015, the Company may redeem for cash some or all of the Notes at the redemption prices set forth
in the Supplemental Indenture. Prior to August 15, 2015, the Company may redeem for cash some or
all of the Notes at a redemption price equal to the principal amount of the Notes plus the
make-whole premium set forth in the Supplemental Indenture. In addition, at any time prior to
August 15, 2013, the Company may redeem up to 35% of the original aggregate principal amount of the
Notes with the net cash proceeds of certain equity offerings at the redemption price set forth in
the Supplemental Indenture.
The terms of the Indenture, among other things, limit the ability of the Company and certain
of its subsidiaries to (i) incur additional debt or issue redeemable preferred stock, (ii) pay
dividends, or make certain other restricted payments or investments, (iii) incur liens, (iv) sell
assets, (v) incur restrictions on the ability of the Companys subsidiaries to pay dividends to the
Company, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions,
and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of their
assets. These covenants are subject to significant exceptions and qualifications. For example, if
the Notes are assigned an investment grade rating by Moodys and Standard & Poors and no default
has occurred or is continuing, certain covenants will be suspended.
The Indenture provides for customary events of default which include (subject in certain cases
to customary grace and cure periods), among others: nonpayment of principal or interest, breach of
covenants or other agreements in the Indenture, defaults in or failure to pay certain other
indebtedness or 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
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Notes to be due and payable. In addition, in the event of a change in control, the Company
will be required to make an offer to repurchase the Notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest to the date of repurchase.
Copies of the Base Indenture and the Supplemental Indenture are attached as Exhibits 4.1 and
4.2, respectively, 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 August 11, 2010 announcing the pricing of the offering of the Notes is
attached hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated as of August 10, 2010, among the Company, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., as representative of the several underwriters named therein | |
4.1
|
Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee | |
4.2
|
First Supplemental Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee | |
4.3
|
Form of global note for 8.250% Senior Notes due 2020 (set forth as Exhibit 1 to the First Supplemental Indenture attached as Exhibit 4.2 hereto) | |
5.1
|
Opinion of Covington & Burling LLP | |
5.2
|
Opinion of David L. Bialosky | |
5.3
|
Opinion of Fasken Martineau DuMoulin LLP | |
5.4
|
Opinion of Squire, Sanders & Dempsey L.L.P. | |
23.1
|
Consent of Covington & Burling LLP (included in Exhibit 5.1) | |
23.2
|
Consent of David L. Bialosky (included in Exhibit 5.2) | |
23.3
|
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.3) | |
23.4
|
Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.4) | |
99.1
|
News Release, dated August 11, 2010 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE GOODYEAR TIRE & RUBBER COMPANY |
||||
Dated: August 13, 2010 | By: | /s/ Darren R. Wells | ||
Darren R. Wells | ||||
Executive Vice President and Chief Financial Officer |
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Exhibit Index
Exhibit No. | Description | |
1.1
|
Underwriting Agreement, dated as of August 10, 2010, among the Company, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., as representative of the several underwriters named therein | |
4.1
|
Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee | |
4.2
|
First Supplemental Indenture, dated as of August 13, 2010, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee | |
4.3
|
Form of global note for 8.250% Senior Notes due 2020 (set forth as Exhibit 1 to the First Supplemental Indenture attached as Exhibit 4.2 hereto) | |
5.1
|
Opinion of Covington & Burling LLP | |
5.2
|
Opinion of David L. Bialosky | |
5.3
|
Opinion of Fasken Martineau DuMoulin LLP | |
5.4
|
Opinion of Squire, Sanders & Dempsey L.L.P. | |
23.1
|
Consent of Covington & Burling LLP (included in Exhibit 5.1) | |
23.2
|
Consent of David L. Bialosky (included in Exhibit 5.2) | |
23.3
|
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.3) | |
23.4
|
Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.4) | |
99.1
|
News Release, dated August 11, 2010 |
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