The Goodyear Tire & Rubber Company (NasdaqGS:GT) entered into a definitive transaction agreement to acquire Cooper Tire & Rubber Company (NYSE:CTB) for $2.8 billion on February 22, 2021. Under the terms of the transaction, Cooper shareholders will receive $41.75 per share in cash and a fixed exchange ratio of 0.907 shares of Goodyear common stock per Cooper share for a total equity value of approximately $2.8 billion. Goodyear will issue approximately 46.4 million shares of Goodyear common stock to Cooper Tire stockholders in the merger. Each option to purchase shares of Cooper Tire common stock, whether vested or unvested, will be converted at the effective time of the merger into a right to receive a cash payment equal to the product of the number of shares of Cooper Tire common stock subject to such option and the excess, if any, of the per share cash equivalent over the applicable exercise price per share of the option. Upon closing of the transaction, Goodyear shareholders will own approximately 84% of the combined company, and Cooper shareholders will own approximately 16%. Goodyear intends to fund the cash portion of the transaction through debt financing and has secured a committed bridge financing facility led by JPMorgan Chase Bank, N.A. to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $2.3 billion. As of May 13, 2021, Goodyear Tire & Rubber Company, announced that it has commenced a private offering to eligible purchasers of $1.45 billion aggregate principal amount of 8 and 10-year senior notes. Goodyear intends to use the net proceeds from this offering, together with cash on hand and borrowings under its revolving credit facility, to fund the cash portion of the consideration for the acquisition of Cooper Tire & Rubber Company and to pay fees and expenses in connection with such acquisition and the other transactions related thereto. As a result of the merger, Cooper Tire will become a direct, wholly owned subsidiary of Goodyear and will no longer be a publicly held company. The merger agreement provides for a termination fees of $83.4 million payable by Cooper Tire to The Goodyear in case the deal is terminated due to a superior proposal.

The Directors of The Goodyear Tire & Rubber Company immediately before the effective time will be the initial Directors of the surviving corporation and the Officers of Cooper Tire & Rubber Company immediately before the effective time will be the initial officers of the surviving corporation, in each case until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the surviving corporation. After closing, the combined company will be headquartered in Akron, Ohio, but Goodyear expects to maintain a presence in Findlay, Ohio.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, waiting period (including any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, the approval of U.S. Department of Justice, the Registration Statement on Form S-4 shall have been declared effective by the SEC, the shares of Goodyear Common Stock issuable to the holders of Shares pursuant to this Agreement shall have been authorized for listing on Nasdaq, subject to official notice of issuance and the approval of Cooper and The Goodyear shareholders. The transaction is also subject to absence of any order or law, entered, enacted, promulgated, enforced or issued by any governmental entity of competent jurisdiction in any jurisdiction in which Goodyear or Cooper Tire has material business operations being in effect making illegal, prohibiting or otherwise preventing the consummation of the merger, pursuant to the Securities Act to deregister the Company's securities that are registered under the Exchange Act, pursuant to the rules and regulations of the Nasdaq Stock Market and the New York Stock Exchange. The transaction has been unanimously approved by the Boards of Directors of both Goodyear and Cooper Tire. Cooper Tire Board unanimously recommends that Cooper Tire stockholders vote in favour of the transaction. On March 8, 2021, Goodyear and Cooper Tire each filed their respective requisite notification and report forms under the HSR Act with the DOJ and the FTC. As per filing on April 27, 2021 Goodyear Tire & Rubber Co's proposed acquisition of Cooper Tire & Rubber Co. has received approval from China's State Administration for Market Regulation where The Chinese antitrust agency approved the deal last week. As of April 30, 2021, Cooper Tire stockholders overwhelmingly approve proposed merger with Goodyear. At a special meeting of Cooper stockholders, approximately 99 percent of votes cast were in favor of the transaction. The transaction is expected to close in the second half of 2021. The transaction is immediately accretive to earnings per share and to margins, modestly improves Goodyear's balance sheet position and enhances the company's ability to de-lever.

Lazard Frères & Co. LLC is serving as lead financial advisor, J.P. Morgan Securities LLC is serving as financial advisor and Scott A. Barshay, Kyle T. Seifried, Caith Kushner, Soo-ah Nah, Patricia Vaz de Almeida, Peter Jaffe, Steven Herzog and Rachel Fiorill, Jarrett Hoffman and Lawrence Witdorchic, Rick Rule and Joseph Bial, and Marta Kelly, Charles Googe, Jeffrey Samuels, Alyssa Wolpin, William O'Brien, Jaren Janghorbani and David Huntington, of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to Goodyear. Goldman Sachs & Co. LLC is serving as the exclusive financial advisor and fairness opinion provider for Cooper. James P. Dougherty and Benjamin L. Stulberg of Jones Day acted as legal advisors to Cooper. Peter Schwartz, Rachel Beller, Matt Gehl, Coco Zhang and David Engvall of Covington and Burling LLP acted as legal advisor for the financing of the transaction. Georgeson LLC acted as proxy solicitor to Cooper Tire for a fee of $0.02 million, plus certain costs associated with additional services, if required. Barbara L. Becker of Gibson, Dunn & Crutcher LLP acted as a financial advisor to Lazard Frères & Co. LLC. Innisfree M&A Inc. acted as proxy solicitor to Goodyear. Cooper Tire will pay Goldman Sachs a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $30 million, all of which is contingent upon the consummation of the transaction.

The Goodyear Tire & Rubber Company (NasdaqGS:GT) completed the acquisition of Cooper Tire & Rubber Company (NYSE:CTB) on June 7, 2021. Goodyear paid approximately $2.1 billion in cash and issued approximately 46 million shares of Goodyear Common Stock in aggregate as merger consideration. Cooper's common stock will cease to be traded on the New York Stock Exchange. 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 Cooper Tire and Stephen R. McClellan, Darren R. Wells and Christina L. Zamarro, became the directors of Cooper Tire.