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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): (February 3, 2025)
Month 1, 2025
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 1-1927 | 34-0253240 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 200 Innovation Way | ||||
| Akron, Ohio | 44316-0001 | |||
| (Address of principal executive offices) | (Zip Code) |
(330) 796-2121
Registrant’s telephone number, including area code
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, Without Par Value | GT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 3, 2025, The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), completed the previously announced sale of its off-the-road tire business (the “Business”) to The Yokohama Rubber Company, Limited, a Japanese company (kabushiki kaisha) (the “Buyer”) for a gross cash consideration of approximately $905 million, subject to certain customary adjustments in accordance with the terms of the Share and Asset Purchase Agreement (the “Purchase Agreement”) dated as of July 22, 2024, by and between the Company and the Buyer (the “Transaction”). The Transaction includes the sale of all of the outstanding interests in the Company’s wholly owned subsidiaries, Nippon Giant Tire Company Ltd. and Goodyear Earthmover Pty. Limited, as well as the transfer of certain related assets and liabilities of the Business throughout the world. In connection with the closing of the Transaction, the Company and the Buyer have entered into certain ancillary commercial agreements, including a transition services agreement and a product supply agreement pursuant to which the Company will continue to provide certain support services for a period of up to eighteen months and manufacture certain off-the-road tires for the Buyer at certain of the Company’s manufacturing locations for a period of up to five years, respectively.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed with the Securities and Exchange Commission on November 5, 2024 as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of the Business will be filed within four business days by an amendment to this Current Report on Form 8-K.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | News Release of The Goodyear Tire & Rubber Company, dated February 3, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GOODYEAR TIRE & RUBBER COMPANY | ||||||
| Date: February 3, 2025 | By: | /s/ Daniel T. Young |
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| Daniel T. Young | ||||||
| Secretary | ||||||
Exhibit 99.1
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NEWS RELEASE
GOODYEAR COMPLETES DIVESTITURE OF OFF-THE-ROAD (OTR) TIRE BUSINESS
AKRON, Ohio, Feb. 3, 2025 – The Goodyear Tire & Rubber Company (NASDAQ: GT) (“Goodyear” or the “Company”) has completed the previously announced divestiture of its off-the-road (OTR) tire business to The Yokohama Rubber Company, Limited, effective February 3, 2025, in an all-cash transaction valued at approximately $905 million.
“The sale of the OTR business is a significant milestone in Goodyear’s transformation,” said Goodyear Chief Executive Officer and President Mark Stewart. “Our portfolio is now more streamlined, driving further efficiencies and enhancing our focus on our core industry-leading products and services.”
Goodyear intends to use transaction proceeds to reduce leverage and fund initiatives in connection with the Goodyear Forward transformation plan.
Evercore acted as exclusive financial advisor and Sullivan & Cromwell LLP acted as legal advisor to Goodyear.
About The Goodyear Tire & Rubber Company
Goodyear is one of the world’s largest tire companies. It employs about 68,000 people and manufactures its products in 53 facilities in 20 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate. |
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| FOR IMMEDIATE RELEASE
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| > | GLOBAL HEADQUARTERS: | |||
| 200 INNOVATION WAY, AKRON, OHIO 44316-0001
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| > | MEDIA WEBSITE: | |||
| WWW.GOODYEARNEWSROOM.COM
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| > | CONTACT: | |||
| DOUG GRASSIAN | ||||
| 330.796.3855 | ||||
| DOUG_GRASSIAN@GOODYEAR.COM
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Forward-Looking Statements
This news release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act.
Such forward-looking statements include, but are not limited to, statements relating to the transaction, including statements regarding the benefits of the transaction. 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 implement successfully the Goodyear Forward plan and our other strategic initiatives; risks relating to our ability to achieve the anticipated benefits from the transaction; actions and initiatives taken by both current and potential competitors; 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; a prolonged economic downturn or period of economic uncertainty; deteriorating economic conditions or an inability to access capital markets; a labor strike, work stoppage, labor shortage or other similar event; financial difficulties, work stoppages, labor shortages or supply disruptions at our suppliers or customers; the adequacy of our capital expenditures; changes in tariffs, trade agreements or trade restrictions; 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. |
