M&A - GOODYEAR TIRE & RUBBER CO /OH/

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525019301

Filing Summary: On February 3, 2025, The Goodyear Tire & Rubber Company completed the sale of its off-the-road tire business to The Yokohama Rubber Company, Limited for approximately $905 million in cash. This transaction involved the sale of all outstanding interests in Goodyear's wholly owned subsidiaries, Nippon Giant Tire Company Ltd. and Goodyear Earthmover Pty. Limited, along with the transfer of certain related assets and liabilities. Certain ancillary commercial agreements were also established to ensure Goodyear continues to provide support services for up to eighteen months and to manufacture specific off-the-road tires for the buyer for up to five years.

Document Link: View Document

Additional details:

Item Number: 2.01


Transaction Details: Sale of off-the-road tire business


Buyer Name: The Yokohama Rubber Company, Limited


Sale Price: $905 million


Business Includes: Nippon Giant Tire Company Ltd., Goodyear Earthmover Pty. Limited


Ancillary Agreements: Transition services agreement, Product supply agreement


Financial Information: Unaudited pro forma condensed consolidated financial information will be filed within four business days.


Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525003018

Filing Summary: On January 7, 2025, The Goodyear Tire & Rubber Company and Sumitomo Rubber Industries, Ltd. entered into a Purchase Agreement regarding the sale of Goodyear's rights to the Dunlop brand for tires in certain regions. The total purchase price for the Dunlop Brand Rights is $526 million, alongside a $105 million Transition Support Fee. Goodyear will retain the rights to the Dunlop brand for motorcycle tires and will continue to produce Dunlop-branded consumer tires under a transition license until the end of 2025, with options for extension. The agreement includes various conditions, representations, and rights, and is subject to customary closing conditions, including regulatory approvals. The transaction entails additional agreements such as a transition offtake agreement and long-term licensing of the Dunlop brand for commercial tires. Goodyear is obligated to indemnify the Buyer against specified losses incurred due to breaches related to the transaction.

Document Link: View Document

Additional details:

Entry Into Material Definitive Agreement: January 7, 2025


Purchase Price: $526 million


Transition Support Fee: $105 million


Closing Conditions: Receipt of regulatory approvals, absence of prohibitions, accuracy of representations, and compliance with covenants


Transition License Agreement Terms: Company continues to manufacture, sell, and distribute Dunlop-branded consumer tires until December 31, 2025


Minimum Purchase Quantities: 4.5 million tires per year for five years


Indemnification Terms: Indemnify Buyer against losses for breaches, excluded liabilities, etc.


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