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

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525003018

Comments: 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.