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

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525130185

Filing Summary: On May 29, 2025, The Goodyear Tire & Rubber Company announced a redemption of $400 million in aggregate principal amount of its outstanding 5% Senior Notes due 2026, effective June 30, 2025. Additionally, Goodyear provided pro forma financial information concerning the sale of its off-the-road tire business (OTR Business) to The Yokohama Rubber Company for approximately $905 million. This report includes unaudited pro forma condensed consolidated statements reflecting the financial impact of this sale as of January 1, 2024.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525125113

Filing Summary: On May 22, 2025, The Goodyear Tire & Rubber Company entered into an Asset Purchase Agreement with G-3 Chickadee Purchaser, LLC, to sell its polymer chemicals business for approximately $650 million in cash. The transaction involves the acquisition of the company's chemical plants in Texas and a research facility in Ohio. It includes customary closing conditions, such as regulatory approvals and satisfactory representations and warranties. A non-competition covenant restricts Goodyear from engaging in this business for five years post-closing, and various ancillary agreements will be established to facilitate transitions and supply over a defined period. The Agreement outlines termination rights and an indemnification clause protecting the Purchaser against certain liabilities.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525114964

Filing Summary: On May 7, 2025, The Goodyear Tire & Rubber Company announced the completion of the sale of its rights to the Dunlop brand in Europe, North America, and Oceania to Sumitomo Rubber Industries, Ltd. (SRI). The transaction encompasses consumer, commercial, and specialty tires under the Dunlop brand, along with associated intellectual property and inventory. Under the Purchase Agreement, dated January 7, 2025, Goodyear received gross cash proceeds totaling $735 million, which includes $526 million for the brand rights, $105 million for a transition support fee, and $104 million for Dunlop tire inventory. A news release detailing the financial results for the first quarter of 2025 was also issued on the same date, indicating the company's operational status and performance.

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.

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.