Item 1.02. Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, on the Closing Date, the
Company terminated the Credit Agreement, dated as of May 27, 2015 (as amended,
the "Credit Agreement"), among the Company, the foreign subsidiary borrowers
party thereto from time to time, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. In connection with the termination, the
Company repaid all of the outstanding obligations in respect of principal,
interest and fees under the Credit Agreement. Early termination of the Credit
Agreement did not require payment of any early termination penalties.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, the parties completed the Merger. Pursuant to the terms and
conditions set forth in the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of common stock of Cooper Tire, with
par value of $1.00 per share ("Cooper Tire Common Stock"), issued and
outstanding immediately prior to the Effective Time (other than Cooper Tire
Common Stock (x) held in the treasury of Cooper Tire, (y) owned by Goodyear,
Merger Sub, Cooper Tire or any of their respective direct or indirect wholly
owned subsidiaries or (z) held by stockholders who have properly exercised their
appraisal rights under Delaware law and Cooper Tire stock options, performance
share units and restricted share units) was converted into the right to receive
(i) $41.75 in cash, without interest, and (ii) 0.907 of a share of validly
issued, fully paid and non-assessable common stock of Goodyear, without par
value ("Goodyear Common Stock"), as well as cash in lieu of any fractional
shares of Goodyear Common Stock (collectively, the "Merger Consideration").
Pursuant to the Merger Agreement, as of the Effective Time, each outstanding and
unexercised option to purchase shares of Cooper Tire Common Stock ("Cooper Tire
Stock Option"), whether vested or unvested, was converted into the right to
receive an amount of cash equal to the product of (i) the total number of shares
of Cooper Tire Common Stock subject to such Cooper Tire Stock Option and
(ii) the excess, if any, of (A) the sum of (1) $41.75 plus (2) the product
obtained by multiplying 0.907 by the Parent Closing Price (defined below) (the
sum of (1) and (2), the "Per Share Cash Equivalent") over (B) the applicable
exercise price per share of Cooper Tire Common Stock set forth in such Cooper
Tire Stock Option, less any required withholding taxes.
Pursuant to the Merger Agreement, as of the Effective Time, each outstanding
Cooper Tire performance stock unit that has been notionally earned for
measurement periods completed prior to the Effective Time but not yet settled
was converted into the right to receive the Merger Consideration, less any
required withholding taxes, in respect of the number of shares of Cooper Tire
Common Stock determined based on actual achievement of the applicable
performance goals for such measurement periods.
Pursuant to the Merger Agreement, as of the Effective Time, each outstanding
non-earned Cooper Tire performance stock unit for a measurement period that had
begun and was not complete as of the Effective Time was converted into the right
to receive the Merger Consideration, less any required withholding taxes, in
respect of the number of shares of Cooper Tire Common Stock determined as if the
applicable performance goals had been achieved for such measurement period at
the target level of performance, prorated for the number of days between the
commencement of the applicable measurement period and the Effective Time as
compared to the number of days in the entire measurement period.
Pursuant to the Merger Agreement, as of the Effective Time, each outstanding
Cooper Tire restricted stock unit was converted into the right to receive the
Merger Consideration, less any required withholding taxes, in respect of the
total number of shares of Cooper Tire Common Stock underlying such stock unit
award.
Pursuant to the Merger Agreement, as of the Effective Time, each outstanding
Cooper Tire performance cash unit that has been notionally earned for
measurement periods completed prior to the Effective Time but not yet settled
was converted into the right to receive an amount in cash, less any required
withholding taxes, equal to the product of (i) the number of Cooper Tire
performance cash units determined based on actual achievement of the applicable
performance goals for such measurement periods and (ii) $1.00.
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Pursuant to the Merger Agreement, as of the Effective Time, each outstanding
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger, the
Company notified the New York Stock Exchange ("NYSE") that the Merger had been
consummated and requested that the trading of Cooper Tire Common Stock on NYSE
be suspended prior to market open on June 7, 2021 and that the listing of Cooper
Tire Common Stock on NYSE be withdrawn. In addition, the Company requested that
NYSE file with the SEC a notification on Form 25 to report the delisting of
Cooper Tire Common Stock from NYSE and to deregister Cooper Tire Common Stock
under Section 12(b) of the Securities Exchange Act of 1934, as amended. The
Company intends to file with the SEC a Form 15 suspending the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 5.01 and
Item 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Merger, as of the Effective Time, a
change in control of the Company occurred, and the Company became a direct,
wholly owned subsidiary of Goodyear.
The information set forth in the Introductory Note, Item 2.01, Item 3.03 and
Item 5.02 of this Current Report on Form 8-K is incorporated by reference into
this Item 5.01.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, as of the Effective Time, each of Steven M.
Chapman, Susan F. Davis, Kathryn P. Dickson, John J. Holland, Bradley E. Hughes,
Tyrone M. Jordan, Tracey I. Joubert, Gary S. Michel and Brian C. Walker ceased
to be directors of the Company.
Additionally, and pursuant to the Merger Agreement, as of the Effective Time,
Stephen R. McClellan, Darren R. Wells and Christina L. Zamarro, who were the
directors of Merger Sub immediately prior to the consummation of the Merger,
became the directors of the Company, as the surviving corporation.
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, as of the Effective Time, the Company's
Restated Certificate of Incorporation (as amended as of May 4, 2010) and Bylaws
(as amended as of February 21, 2021) were amended and restated in their
entirety. Copies of the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and are incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of February 22, 2021, by and
among Cooper Tire & Rubber Company, The Goodyear Tire & Rubber
Company, and Vulcan Merger Sub Inc. (incorporated by reference to
Exhibit 2.1 of Cooper Tire's Current Report on Form 8-K filed with the
SEC on February 24, 2021).
3.1 Amended and Restated Certificate of Incorporation of the Company, as
amended and restated as of June 7, 2021.
3.2 Amended and Restated Bylaws of the Company, as amended and restated
as of June 7, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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