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Goodyear proposes private secured notes offering

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Goodyear Tire & Rubber Co. said it intends to commence a private offering of approximately

$650 million "aggregate principal amount of senior secured notes." The final principal amount and note maturities will be determined by market conditions.

The senior notes are expected to be secured by junior liens on certain of the collateral securing the company's senior secured U.S. credit facilities.

In an official release, Goodyear said it intends to use the proceeds from the offering for the following purposes:

* to prepay its United States term loan facility;

* to reduce a portion of the commitments under its U.S. revolving credit facility;

* to repay other indebtedness of the company, including temporary reductions of outstanding balances under its revolving

lines of credit; and,

* general corporate purposes.

Goodyear said the offering will be subject to certain conditions, including "amendment of

the company's senior secured credit facilities."

The company said the senior notes are expected to be offered to certain potential investors in a private placement exempt from registration under Section 4(2) under the Securities Act of 1933. In addition, they will not be registered under the Securities Act of 1933, and may not be offered or sold in the U.S. "absent registration or an applicable exemption from registration requirements."

Goodyear filed a Form 8-K with the Securities and Exchange Commission on Wednesday detailing its financial situation to potential lenders. That information includes an update on the company's investigation into possible improper accounting in its overseas operations, and the ongoing SEC investigation related to the company's restatement of prior-period financial results.

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