Skip to main content
Sister Publication Links
  • Automotive News
  • Rubber News
  • European Rubber Journal
Subscribe
  • Login
  • Register
  • Subscribe
  • Current Issue
  • BEST PLACES TO WORK
  • News
    • MID YEAR REPORT
    • TIRE MAKERS
    • HUMANITARIAN
    • COMMERCIAL TIRE
    • GOVERNMENT & LAW
    • MERGERS & ACQUISITIONS
    • OBITUARIES
    • OPINION
    • SERVICE ZONE
  • ADAS
  • Data
    • DATA STORE
  • Custom
    • SPONSORED CONTENT
  • Events
    • ASK THE EXPERT
    • LIVESTREAMS
    • WEBINARS
    • SEMA LIVESTREAMS
    • RUBBER NEWS EVENTS
  • Resources
    • ADVERTISE
    • AWARDS
    • CLASSIFIEDS
    • DIRECTORY
    • SHOP FLOOR
    • Best Places to Work
    • BALANCING
    • DEMOUNTING
    • SAFETY
    • TIRE REPAIR
    • TPMS
    • TRAINING
    • VEHICLE LIFTING
    • WHEEL TORQUE
  • DIGITAL EDITION
MENU
Breadcrumb
  1. Home
  2. News
May 14, 2021 02:40 PM

FTC paves way for Goodyear-Cooper deal to close

Don Detore
  • Tweet
  • Share
  • Share
  • Email
  • More
    Print

    AKRON — It may not be too much longer before the Cooper Tire & Rubber Co. becomes part of Goodyear.

    The Federal Trade Commission (FTC) recently paved the way for Goodyear’s $2.5 billion cash-and-stock deal to acquire Cooper to close in the third quarter, if not sooner.

    According to a May 13 Goodyear filing with the Securities and Exchange Commission, the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 — which establishes waiting periods before such acquisitions can be completed — expired May 10, essentially granting regulatory approval in the U.S.

    The FTC classifies the expiration of the HSR Act as the last of five steps in the U.S. regulatory process, with the first potential outcome of the expiration of HSR as this: “Close the investigation and let the deal go forward unchallenged.” 

    The other two potential outcomes don’t appear to apply to the deal.

    Factor this in with Goodyear’s confirmed pricing of its $1.45 billion senior notes (see story on Page 22), which are funding sources for the deal, and the Cooper acquisition looks ready to be finalized sooner rather than later.

    Goodyear reported that it will pay 5% annual interest on $850 million in senior notes due in 2029 and 5.25% annual interest in another $600 million of senior notes due in 2031. The debt offering closed on May 18.

    “The deal could close soon,” said James Picariello, equity research analyst at KeyBanc Capital Markets. “Certainly in the third quarter, but it strongly is looking likely it will be before then.”

    Goodyear declined to comment on the latest developments.

    Still to come is approval for the deal by the European Commission. The SEC filing, in fact, noted that the deal, announced on Feb. 22, “remains subject to certain regularly approvals and customary closing conditions.”

    U.S. regulatory approval came three weeks after China became the first country to grant antitrust approval, announcing the ruling April 23 as part of a package of “undertakings” approved unconditionally by its antitrust agency.

    The SEC filing also states that once the merger is complete, Cooper will become “as a wholly owned subsidiary of Goodyear.” 

    As part of the SEC filing, Goodyear listed consolidated statements of income from the company, had it been one entity in 2020. The combined pro forma net sales are listed at $14.8 billion, with Goodyear at $12.3 billion and Cooper at $2.5 billion.

    The combined net loss would have been $1.4 billion.

    In addition, the report states that a combined company in the first quarter of 2021 would have had nearly $4.2 billion in net sales, including $3.5 billion from Goodyear.

    Goodyear ranks as the No. 3 tire maker in the world in terms of global sales, estimated by Tire Business at $13.7 billion in 2019. Cooper, meanwhile, ranks No. 13 with nearly $2.8 billion in sales.

    Cooper acknowledged the deal could close quickly in one of its latest news releases. The Findlay-Ohio based tire maker said it will award a quarterly dividend of 10.5 cents per share on common stock, payable June 24 to stockholders of record at the close of business May 27, 2021.

    Cooper officials said that should the deal close before May 27, the dividend would not be paid, acknowledging the deal “could close earlier, following and subject to receipt of required regulatory approvals and the satisfaction of customary closing conditions.”

    Cooper’s stockholders overwhelmingly approved the deal on April 30.

    As both sides remain silent on other details and each conducts business as usual, the integration process continues behind the scenes. 

    A combined Goodyear-Cooper company would operate more than 50 manufacturing facilities worldwide — Cooper has 10 manufacturing facilities, including three tire plants and a mixing/components factory in the U.S. 

    The revamped company would have roughly 200 million units of annual tire production capability.

    Related Article
    Goodyear prices debt associated with Cooper deal
    Goodyear purchase of Cooper clears major hurdle
    Cooper stockholders vote to approve Goodyear merger
    Letter
    to the
    Editor

    Do you have an opinion about this story? Do you have some thoughts you'd like to share with our readers? Tire Business would love to hear from you. Email your letter to Editor Don Detore at [email protected].

    Most Popular
    1
    Fire at Poland plant will cut Goodyear sales by up to $40M
    2
    Canada court rules for Michelin in tire trademark case
    3
    Iowa dealer victim in grisly murder
    4
    Goodyear to cut jobs, divest Asia-Pacific locations
    5
    Tire Business ranks the Top 75 Tire Makers of 2023
    SIGN UP FOR NEWSLETTERS
    EMAIL ADDRESS

    Please enter a valid email address.

    Please enter your email address.

    Please verify captcha.

    Please select at least one newsletter to subscribe.

    Newsletter Center

    Staying current is easy with Tire Business delivered straight to your inbox.

    SUBSCRIBE TODAY

    Subscribe to Tire Business

    SUBSCRIBE
    Connect with Us
    • Facebook
    • LinkedIn
    • Twitter
    • Instagram
    • RSS

    Our Mission

    Tire Business is an award-winning publication dedicated to providing the latest news, data and insights into the tire and automotive service industries.

    Reader Services
    • Staff
    • About Us
    • Site Map
    • Industry Sites
    • Order Reprints
    • Customer Service: 877-320-1716
    Partner Sites
    • Rubber News
    • European Rubber Journal
    • Automotive News
    • Plastics News
    • Urethanes Technology
    RESOURCES
    • Advertise
    • Privacy Policy
    • Privacy Request
    • Terms of Service
    • Media Guide
    • Editorial Calendar
    • Classified Rates
    • Digital Edition
    • Careers
    • Ad Choices
    Copyright © 1996-2023. Crain Communications, Inc. All Rights Reserved.
    • BEST PLACES TO WORK
    • News
      • MID YEAR REPORT
      • TIRE MAKERS
      • HUMANITARIAN
      • COMMERCIAL TIRE
      • GOVERNMENT & LAW
      • MERGERS & ACQUISITIONS
      • OBITUARIES
      • OPINION
      • SERVICE ZONE
    • ADAS
    • Data
      • DATA STORE
    • Custom
      • SPONSORED CONTENT
    • Events
      • ASK THE EXPERT
      • LIVESTREAMS
      • WEBINARS
      • SEMA LIVESTREAMS
      • RUBBER NEWS EVENTS
    • Resources
      • ADVERTISE
      • AWARDS
        • Best Places to Work
      • CLASSIFIEDS
      • DIRECTORY
      • SHOP FLOOR
        • BALANCING
        • DEMOUNTING
        • SAFETY
        • TIRE REPAIR
        • TPMS
        • TRAINING
        • VEHICLE LIFTING
        • WHEEL TORQUE
    • DIGITAL EDITION