AKRON, Ohio, Sept. 21, 2021 /PRNewswire/ -- The Goodyear Tire
& Rubber Company ("Goodyear") (NASDAQ: GT) today announced
that its European subsidiary, Goodyear Europe B.V. ("GEBV"), has
priced its private offering to eligible purchasers of
€400 million aggregate principal amount of senior notes due
2028 (the "notes"). 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 U.S. and Canadian
subsidiaries that also guarantee Goodyear's obligations under
certain of its senior secured credit facilities and senior
unsecured notes.
The notes will be offered to eligible purchasers at a price of
100% of their principal amount and will bear interest at a rate of
2.750% per annum.
Goodyear expects the offering to close on Sept. 28, 2021, subject to customary closing
conditions.
GEBV intends to use the net proceeds from this offering to
redeem in full its 3.75% Senior Notes due 2023 (the "2023 Notes")
following, and subject to, the completion of this offering at 100%
of the principal amount thereof plus accrued and unpaid interest to
the redemption date. The remaining net proceeds will be used
for general corporate purposes, which may include repayment of
outstanding borrowings under revolving credit facilities.
The notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any applicable state
securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws. GEBV plans to offer
and issue the notes only to qualified institutional buyers pursuant
to Rule 144A and to persons outside the
United States pursuant to Regulation S, in each case under
the Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes or any other securities
and shall not constitute an offer, solicitation or sale in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful.
This press release does not constitute a prospectus within the
meaning of EU Regulation 2017/1129 (the "Prospectus
Regulation").
This announcement is not directed at any retail investors in the
European Economic Area ("EEA") or the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of the following
persons: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
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") for offering or
selling the notes or otherwise make them available to a retail
investor in the EEA or in the United
Kingdom has been prepared and, therefore, offering or
selling the notes or otherwise making them available to any retail
investor in the EEA or the United
Kingdom may be unlawful under the PRIIPs Regulation.
This announcement is not directed at any retail investors in the
United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of
the following persons: (i) a retail client as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000 as amended (the
"FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the notes or otherwise
making them available to retail investors in the UK has been
prepared and, therefore, offering or selling the notes or otherwise
making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
This announcement is directed solely at, (x) persons who (i) are
outside the United Kingdom, (ii)
have professional experience in matters relating to investments
falling within Article 19(5) of the FSMA (Financial Promotion)
Order 2005, as amended (the "Order"), or (iii) are high net worth
entities falling within Article 49(2) of the Order and (y) any
other persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons
and must not be acted on or relied upon by persons who are not
relevant persons. Any investment or investment activity to which
this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons.
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: the impact on us of the
COVID-19 pandemic; our ability to achieve the expected
benefits of the Cooper Tire & Rubber Company
acquisition; delays or disruptions in our supply
chain; 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; increases in the prices paid
for raw materials and energy; a labor strike, work stoppage or
other similar event at the company or its joint ventures; foreign
currency translation and transaction risks; work stoppages,
financial difficulties or supply disruptions at our suppliers or
customers; the adequacy of our capital expenditures; 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