UNITED STATES
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
Date
of Report (Date of Earliest Event Reported): May 6, 2009
The Goodyear Tire & Rubber Company
(Exact name of registrant as specified in its charter)
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| Ohio
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1-1927
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34-0253240 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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1144 East Market Street, Akron, Ohio
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44316-0001 |
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(Address of principal executive
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offices)
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Registrant’s
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On May 6, 2009, The Goodyear Tire & Rubber Company (“Goodyear” or the “Company”) entered into
an underwriting agreement with J.P. Morgan Securities Inc., as representative of the several
underwriters named therein (the “Underwriting Agreement”), for the issuance and sale by Goodyear of
$1.0 billion in aggregate principal amount of its 10.500% Senior Notes due 2016 (the “Notes”). The
Notes are guaranteed by Goodyear’s U.S. and Canadian subsidiaries that also guarantee Goodyear’s
obligations under its senior secured credit facilities (the “Subsidiary Guarantors”). Goodyear
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. 333-158992) (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 May 11, 2009 pursuant to the Indenture, dated as of May 11, 2009 (the
“Indenture”), between Goodyear, the Subsidiary Guarantors and Wells Fargo Bank, N.A., as Trustee
(the “Trustee”). The Indenture provides, among other things, that the Notes will be senior
unsecured obligations of Goodyear and will rank equally with all of the Company’s other senior
unsecured and unsubordinated debt. Interest is payable on the Notes on May 15 and November 15 of
each year, beginning on November 15, 2009. The Notes will mature on May 15, 2016. On or after May
15, 2012, Goodyear may redeem for cash some or all of the Notes at the redemption prices set forth
in the Indenture. Prior to May 15, 2012, Goodyear 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 Indenture. In addition, at any time prior to May 15, 2012, Goodyear 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 Indenture.
The terms of the Indenture, among other things, limit the ability of Goodyear 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 Goodyear’s subsidiaries to pay dividends to
Goodyear, (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 the
Company’s assets. These covenants are subject to significant exceptions and qualifications. For
example, if the Notes are assigned an investment grade rating by Moody’s and Standard & Poor’s 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 failure to pay certain other
indebtedness, 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, 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.
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A copy of the Indenture is attached as Exhibit 4.1 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 exhibit.
On May 11, 2009, Covington & Burling LLP delivered its validity opinion with respect to the
Notes offered by the Company. A copy of the validity opinion is attached hereto as Exhibit 5.1.
A news release dated May 6, 2009 announcing the pricing of the offering of the Notes is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated as of May 6, 2009, among
Goodyear, the subsidiary guarantors party thereto and J.P.
Morgan Securities Inc., as representative of the several
underwriters named therein. |
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4.1
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Indenture, dated as of May 11, 2009, among Goodyear, the
subsidiary guarantors party thereto and Wells Fargo Bank,
N.A., as Trustee. |
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5.1
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Opinion of Covington & Burling LLP |
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23.1
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Consent of Covington & Burling LLP (included in Exhibit 5.1) |
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99.1
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News Release, dated May 6, 2009 |
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