THE GOODYEAR TIRE& RUBBER COMPANY (NASDAQ:GT) Files An 8-K Other Events

Item8.01.

On March2, 2017, The Goodyear Tire Rubber Company (the Company)
entered into an underwriting agreement with J.P. Morgan
Securities LLC, as representative of the several underwriters
named therein (the Underwriting Agreement), for the issuance and
sale by the Company of $700,000,000 in aggregate principal amount
of its 4.875% Senior Notes due 2027 (the Notes). The Notes will
be guaranteed, jointly and severally, on an unsecured basis, by
the Companys wholly-owned U.S. and Canadian subsidiaries that
also guarantee the Companys obligations under certain of its
senior secured credit facilities and senior unsecured notes (the
Subsidiary Guarantors). The Company registered the offering and
sale of the Notes under the Securities Act of 1933, as amended,
to a shelf registration statement on Form S-3 (File
No.333-207723). A copy of the Underwriting Agreement is attached
as Exhibit 1.1 to this Current Report on Form 8-K.

The offering of the Notes is expected to close on March7, 2017.
The Notes will be issued to the Indenture, dated as of August13,
2010 (the Base Indenture), among the Company, the Subsidiary
Guarantors party thereto and Wells Fargo Bank, N.A., as Trustee
(the Trustee), as supplemented by the Sixth Supplemental
Indenture, dated as of March7, 2017 (the Supplemental Indenture),
among the Company, the Subsidiary Guarantors and the Trustee (the
Base Indenture, as supplemented by the Supplemental Indenture,
the Indenture). The Indenture will provide, among other things,
that the Notes will be senior unsecured obligations of the
Company and will rank equally with all of the Companys other
senior unsecured and unsubordinated debt.

Interest will be payable on the Notes on March15 and September15
of each year, beginning on September15, 2017. The Notes will
mature on March15, 2027. At the Companys option, it may redeem
some or all of the Notes at any time or from time to time prior
to their maturity. If the Company elects to redeem the Notes
prior to December15, 2026 (the date that is three months prior to
their maturity date), the Company will pay a redemption price
equal to the greater of 50% of the principal amount of the Notes
redeemed or the sum of the present values of the remaining
scheduled payments on the Notes redeemed, discounted using a
defined treasury rate plus 50 basis points, plus in either case
accrued and unpaid interest to the redemption date, if any. If
the Company elects to redeem the Notes on or after December15,
2026, the Company will pay a redemption price equal to 50% of the
principal amount of the Notes redeemed plus accrued and unpaid
interest to the redemption date, if any. The optional redemption
provisions will be set forth in the Supplemental Indenture.

The terms of the Indenture, among other things, will limit the
ability of the Company and certain of its subsidiaries to
(1)incur certain liens, (2)enter into certain sale/leaseback
transactions, and (3)consolidate, merge, sell or otherwise
dispose of all or substantially all of their assets. These
covenants will be subject to a number of important exceptions and
qualifications set forth in the Supplemental Indenture.

The Indenture will provide for customary events of default that
will include (subject in certain cases to customary grace and
cure periods), among others: nonpayment of principal or interest,
breach of certain covenants or other agreements in the Indenture,
defaults in or failure to pay certain other indebtedness or
certain judgments, and certain events of bankruptcy or
insolvency. Generally, if an event of default occurs, the Trustee
or the holders of at least 25% in principal amount of the then
outstanding Notes may declare the principal of and accrued but
unpaid

interest on all of the Notes to be due and payable. In addition,
if the Company experiences a change of control triggering event,
the Company will be required to make an offer to purchase the
Notes at a price equal to 101% of their principal amount, plus
accrued and unpaid interest to the date of purchase.

A copy of the Base Indenture was originally filed as Exhibit 4.1
to the Companys Current Report on Form 8-K filed on August13,
2010. A copy of the Supplemental Indenture is attached as Exhibit
4.2 to this Current Report on Form 8-K. The descriptions of the
material terms of the Indenture and the Notes are qualified in
their entirety by reference to such exhibits.