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AKRON, Ohio , March 30, 2022 /PRNewswire/ -- The Goodyear Tire & Rubber Company ("Goodyear") (NASDAQ: GT) today 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 Tenders of Restricted Notes must be made before the exchange offers expire and may be withdrawn at any time before the expiration of the exchange offers.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.

This press release is neither an offer to sell nor a solicitation of an offer to buy securities and no recommendation is made as to whether or not holders of Restricted Notes should exchange them. The exchange offers are being made only by the prospectus and related letter of transmittal, copies of which are being provided to the holders of the  Restricted Notes. 

Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. There are a variety of factors, many of which are beyond our control, that affect our operations, performance, business strategy and results and could cause our actual results and experience to differ materially from the assumptions, expectations and objectives expressed in any forward-looking statements. These factors include, but are not limited to: our ability to achieve the expected benefits of the Cooper Tire & Rubber Company acquisition; the impact on us of the COVID-19 pandemic; increases in the prices paid for raw materials and energy; inflationary cost pressures; delays or disruptions in our supply chain or the provision of services to us; changes in tariffs, trade agreements or trade restrictions; our ability to implement successfully our strategic initiatives; actions and initiatives taken by both current and potential competitors; deteriorating economic conditions or an inability to access capital markets; a labor strike, work stoppage, labor shortage or other similar event; work stoppages, financial difficulties, labor shortages or supply disruptions at our suppliers or customers; the adequacy of our capital expenditures; foreign currency translation and transaction risks; our failure to comply with a material covenant in our debt obligations; potential adverse consequences of litigation involving the company; as well as the effects of more general factors such as changes in general market, economic or political conditions or in legislation, regulation or public policy. Additional factors are discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.




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SOURCE The Goodyear Tire & Rubber Company

Mar 30, 2022
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