Filed Pursuant to Rule 433
Registration No. 333-238212
May 20, 2020
THE GOODYEAR TIRE & RUBBER COMPANY
$200,000,000 9.500% Senior Notes due 2025
Pricing Term Sheet
The information in this pricing term sheet should be read together with (i) the preliminary prospectus supplement (the “Preliminary Prospectus Supplement”), dated May 20, 2020, as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (ii) the related base prospectus dated May 13, 2020, included in the Registration Statement (File No. 333-238212), in each case, including the documents incorporated by reference therein.
| Issuer: | The Goodyear Tire & Rubber Company | |
| Security: | 9.500% Senior Notes due 2025 (the “Notes”) (Reopening of $600,000,000 of 9.500% Senior Notes due 2025 issued on May 18, 2020) | |
| Maturity: | May 31, 2025 | |
| Face Amount: | $200,000,000 | |
| Gross Proceeds: | $203,500,000 | |
| Gross Spread: | 1.00% | |
| Net Proceeds exclusive of accrued interest (after deducting underwriting discounts and commissions but before offering expenses): | $201,500,000 | |
| Coupon: | 9.500% | |
| Offering Price: | 101.750% plus accrued interest from May 18, 2020 | |
| Yield-to-Maturity: | 9.056% | |
| Trade Date: | May 20, 2020 | |
| Settlement Date: | May 22, 2020 (T+2) | |
| Interest Payment Dates: | May 31 and November 30, beginning November 30, 2020 | |
| Record Dates: | May 15 and November 15 | |
| Optional Redemption: | On or after: | Price: | ||
| May 31, 2022 | 104.750% | |||
| May 31, 2023 | 102.375% | |||
| May 31, 2024 and thereafter | 100.000% | |||
| Make-Whole: | Make-whole call @ T+50 bps prior to May 31, 2022 | |||
| Equity Clawback: | 35% at 109.500% prior to May 31, 2022 | |||
| Spread to Treasury: | + 870 bps | |||
| Reference Treasury: | UST 2.875% due May 31, 2025 | |||
| Underwriters: | Goldman Sachs & Co. LLC Barclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BBVA Securities Inc. Banco Bradesco BBI S.A. MUFG Securities Americas Inc. Natixis Securities Americas LLC PNC Capital Markets LLC SMBC Nikko Securities America, Inc. UniCredit Capital Markets LLC | |||
| Additional Changes to Preliminary Prospectus Supplement: | The aggregate principal amount of the Notes offered in this offering has been increased from $150,000,000 to $200,000,000. All consequential changes to reflect the increased amount of the offering are hereby deemed to be made throughout the Preliminary Prospectus Supplement, including to the sections entitled “Summary”, “The Offering”, “Risk Factors”, “Use of Proceeds”, “Capitalization” and “Description of Notes”. | |||
| CUSIP/ISIN: | 382550 BH3 / US382550BH30 | |||
The Issuer has filed a registration statement (including a prospectus and the related Preliminary Prospectus Supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling Goldman Sachs & Co. LLC toll free at 1-866-471-2526.