Goodyear announces senior notes exchange offer
Akron, OH – The Goodyear Tire & Rubber Company announced the commencement of offers to exchange all of its outstanding unregistered 5.000% Senior Notes due 2029 (the “2029 Restricted Notes”) and all of its outstanding unregistered 5.250% Senior Notes due 2031 (the “2031 Restricted Notes,” and, together with its 2029 Restricted Notes, the “Restricted Notes”) for equivalent principal amounts, respectively, of its 5.000% Senior Notes due 2029 (the “2029 Exchange Notes”) and its 5.250% Senior Notes due 2031 (the “2031 Exchange Notes,” and, together with its 2029 Exchange Notes, the “Exchange Notes”) that are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Restricted Notes were issued in a private placement exempt from the registration provisions of the Securities Act pursuant to Rule 144A and Regulation S under the Securities Act.
The terms of the Exchange Notes will be identical in all respects to those of the Restricted Notes, except that the Exchange Notes are registered under the Securities Act and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Restricted Notes of the same series and will not entitle their holders to registration rights. The Restricted Notes are subject, and any untendered Restricted Notes will remain subject, to transfer restrictions that, in general, prohibit holders from offering or selling the Restricted Notes unless the offer and sale are registered under the Securities Act or are exempt from registration under the Securities Act.
The exchange offers will expire at 5 p.m., New York City time, on April 27, 2022, unless extended by Goodyear. Tenders of Restricted Notes must be made before the exchange offers expire and may be withdrawn at any time before the expiration of the exchange offers.
The completion of the exchange offers is subject to certain conditions described in the prospectus dated March 30, 2022, including the continued effectiveness of the Registration Statement on Form S-4 (File No. 333-263635) relating to the exchange offers, which has been declared effective by the Securities and Exchange Commission.
Goodyear has retained Computershare Trust Company, N.A., to act as exchange agent for the exchange offers. Requests for copies of the prospectus and related letter of transmittal, as well as any questions concerning the exchange offers, should be directed to Computershare Trust Company, N.A., 600 South Fourth Street, 7th Floor, Minneapolis, MN 55415, Attention: Corporate Trust Operations, telephone: 800-344-5128, facsimile: 612-667-6282.