Cooper Tire & Rubber Company (NYSE:CTB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2018, Cooper Tire & Rubber Company Vietnam Holding, LLC (“Cooper Vietnam”), a wholly owned subsidiary of Cooper Tire & Rubber Company (“CTB”), and Sailun (Vietnam) Co., Ltd. (“Sailun”) entered into an equity joint venture contract (the “Equity Joint Venture Contract”), to establish a joint venture (the “Company”), which will produce and sell truck and bus radial (“TBR”) tires. In connection with the Equity Joint Venture Contract, each of CTB and Sailun, or an affiliated party of them, will also enter into an offtake agreement, governing certain obligations between the parties and the Company, including, among other things, the obligation of each party to purchase certain volumes of TBR tires from the Company.
The Equity Joint Venture Contract governs the joint venture relationship between Sailun and Cooper Vietnam, including the parties’ respective governance rights and certain transfer restrictions. Once established, the Company will invest in, design, develop, construct, own and operate a TBR production facility in the Phuoc Dong Industrial Park, Tay Ninh Province, Vietnam. The establishment of the Company and construction of the TBR production facility is subject to customary conditions and regulatory approvals.
The Equity Joint Venture Contract contains customary representations, warranties, covenants, and minority equity holder protection, including a mutual right of first refusal and certain ‘tag-along’ rights if either party wishes to sell its ownership interest in the Company. The Equity Joint Venture Contract may be terminated by either Sailun or Cooper Vietnam if, among other things, (i) there is a failure by the other party to perform any of its material obligations under the Equity Joint Venture Contract and such breach is not cured within 60 days, (ii) the Company or either party becomes bankrupt or otherwise unable to pay its debts, (iii) any material business license is revoked, suspended or amended, or in any other situation such that the Company is unable to carry out its business, and which is not cured within six months, or (iv) the Company has failed to comply with its obligations with respect to anti-corruption, anti-bribery or other applicable laws. The Equity Joint Venture Contract may be terminated by Cooper Vietnam if, among other things, Sailun or certain of its representatives have taken or failed to take certain actions relating to anti-corruption, anti-bribery or other applicable laws. Cooper Vietnam will own 35 percent of the Company.
Item 1.01. Other Events.
On December 12, 2018, CTB announced the entry into the Equity Joint Venture Contract. The full text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
COOPER TIRE & RUBBER CO Exhibit
EX-99.1 2 a20181212pressreleasesailu.htm EXHIBIT 99.1 Exhibit NEWS____________________________________________________________________________________________________________________________________________Cooper Tire and Sailun Announce Joint Venture for New TBR Tire Plant in VietnamFINDLAY,…
To view the full exhibit click here
About Cooper Tire & Rubber Company (NYSE:CTB)
Cooper Tire & Rubber Company (Cooper) is a manufacturer and marketer of replacement tires. The Company specializes in the design, manufacture, marketing and sales of passenger car and light truck tires. Cooper and its subsidiaries sell medium truck, motorcycle and racing tires. It has four business segments: North America, composed of its operations in the United States and Canada; Latin America, composed of its operations in Mexico, Central America and South America; Europe, and Asia. The North America and Latin America segments are presented as the Americas Tire Operations segment. The results of the combined Asia and Europe segments are presented as International Tire Operations segment. Cooper and its family of companies operate approximately eight manufacturing facilities and over 20 distribution centers in over 10 countries. Its Americas Tire Operations segment manufactures and markets passenger car and light truck tires, for sale in the United States replacement market.