AKRON, Ohio, September 20, 2021 / PRNewswire / – The Goodyear Tire & Rubber Company (“Goodyear”) today announced that its European subsidiary, Goodyear Europe BV (“GEBV”), has launched a private offering to eligible buyers for a total principal amount of € 300 million in senior notes due in 2028.
The Notes will be senior unsecured obligations of GEBV and will be guaranteed on a senior unsecured basis by Goodyear and certain of its wholly owned US and Canadian subsidiaries which also guarantee Goodyear’s obligations under certain of its facilities. Senior Secured Credit Notes and its Senior Unsecured Notes. The issuance and sale of the Notes are subject to market conditions and other customary closing conditions.
GEBV intends to use the net proceeds of this offer to fully repay its 3.75% senior bonds maturing in 2023 (the “2023 bonds”) after and subject to completion of this offer at 100% of its principal amount plus unpaid interest on the repayment date. Any remaining net proceeds will be used for general GEBV needs.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities law and may not be offered or sold in. United States the lack of registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. GEBV intends to offer and issue the Notes only to Qualified Institutional Buyers in accordance with Rule 144A and to outsiders. United States in accordance with Regulation S, in each case under the securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other security and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be illegal. .
This press release does not constitute a prospectus within the meaning of EU Regulation 2017/1129 (the “Prospectus Regulation”).
This announcement is not directed to retail investors in the European Economic Area (“EEA”) or the UK. For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in Article 4 (1) (11) of the Directive 2014/65 / EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, when this customer would not be considered a professional customer as defined in point (10) of article 4, paragraph 1, of MiFID II; or (iii) is not an accredited investor as defined in the Prospectus Regulation. Consequently, no key information document required by EU Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) to offer or sell the Notes or make them available to a retail investor. in the EEA or in the UK has been prepared and therefore offers or sells the Notes or makes them available to any retail investor in the EEA or the UK may be illegal under the PRIIPs regulation.
This announcement is not directed to any retail investor in the UK (“UK”). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in Article 2 (8) of Regulation (EU) No 2017 / 565 as part of domestic law under the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a client within the meaning of the provisions of the Financial Services and Markets Act 2000 as amended (the “FSMA”) and any rule or regulation adopted under the FSMA to implement Directive (EU) 2016/97 , when this client would not be considered a professional client, as defined in Article 2 (1) (8) of Regulation (EU) No 600/2014 because it is part of domestic law by virtue of ‘EUWA; or (iii) is not an accredited investor within the meaning of Article 2 of Regulation (EU) 2017/1129 as it is part of national law under EUWA. Therefore, no key information document required by Regulation (EU) No 1286/2014 as it is part of national law under EUWA (the “UK PRIIPs Regulation”) for the offering or sale of Notes or their making available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Notes or making them available to any retail investor in the United Kingdom may be illegal under of the UK PRIIPs Regulation.
This announcement is addressed only to, (x) persons who (i) are outside the UK, (ii) have professional experience in matters of investments falling under article 19, paragraph 5, of the FSMA ordinance (Financial Promotion) 2005, as amended (the “Order”), or (iii) are wealthy entities covered by article 49 (2) of the Ordinance and (y) any other person to whom it may otherwise be legally communicated (all these persons being together referred to as “data subjects”). This announcement is directed only to data subjects and should not be used or relied on by people who are not data subjects. Any investment or investment activity to which this announcement relates is accessible only to the persons concerned and will only be undertaken with the persons concerned.
Certain information in this press release constitutes forward-looking statements for the 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, our performance, business strategy and results and could cause our actual results and experience to differ materially from the assumptions, expectations and objectives expressed in the forward-looking statements. These factors include, but are not limited to: the impact on us of the COVID-19 pandemic; our ability to realize the expected benefits of the acquisition of Cooper Tire & Rubber Company; delays or disruptions in our supply chain; our ability to successfully implement our strategic initiatives; actions and initiatives taken by current and potential competitors; deteriorating economic conditions or inability to access capital markets; increases in prices paid for raw materials and energy; a labor strike, work stoppage or other similar event in the company or its joint ventures; risks associated with currency conversion and transactions; work stoppages, financial difficulties or supply disruptions at our suppliers or customers; the adequacy of our capital expenditures; our failure to meet a material commitment in our debt obligations; the potential negative consequences of a dispute involving the company; as well as the effects of more general factors such as changes in the general market, economic or political conditions or in laws, regulations 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 statement represents our estimates only as of today and should not be construed as representing our estimates as of any future date. While we may choose to update forward-looking statements at some time in the future, we specifically disclaim any obligation to do so, even if our estimates change.
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