|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
Document/Exhibit Description Pages Size
1: S-4 Registration Statement - Securities for a Merger HTML 583K
2: EX-5.A Opinion of Counsel re: Legality HTML 29K
3: EX-5.B Opinion of Counsel re: Legality HTML 22K
4: EX-5.C Opinion of Counsel re: Legality HTML 22K
5: EX-5.D Opinion of Counsel re: Legality HTML 22K
6: EX-5.E Opinion of Counsel re: Legality HTML 21K
7: EX-5.F Opinion of Counsel re: Legality HTML 24K
8: EX-22.A Published Report re: Matters Submitted to a Vote HTML 15K
of Security Holders
9: EX-23.A Consent of Expert or Counsel HTML 12K
10: EX-23.B Consent of Expert or Counsel HTML 12K
11: EX-24.A Power of Attorney HTML 20K
12: EX-25.A Statement of Eligibility to Act as a Trustee HTML 49K
16: EX-FILING FEES Exhibit 107(A) HTML 36K
13: EX-99.A Miscellaneous Exhibit HTML 81K
14: EX-99.B Miscellaneous Exhibit HTML 19K
15: EX-99.C Miscellaneous Exhibit HTML 22K
| Exhibit 25(a) |
Exhibit 25(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| National Banking Association | 04-3401714 | |
| (Jurisdiction of incorporation of organization if not a U.S. national bank) |
(I.R.S. Employer Identification Number) | |
| 150 Royall Street, Canton, MA | 02021 | |
| (Address of principal executive offices) | (Zip Code) | |
Computershare Trust Company, National Association
Attn: Legal Department
150 Royall Street
(781) 575-3538
(Name, address and telephone number of agent for service)
The Goodyear Tire & Rubber Company
(Exact name of obligor as specified in its charter)
| Ohio | 34-0253240 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 200 Innovation Way |
44316-0001 | |
| (Address of principal executive offices) | (Zip code) | |
5.000% Senior Notes due 2029
5.250% Senior Notes due 2031
Guarantees of 5.000% Senior Notes due 2029
Guarantees of 5.250% Senior Notes due 2031
(Titles of the indenture securities)
GUARANTORS
| Exact Name of Obligor as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Address of Principal Executive Offices | |||
| Celeron Corporation | Delaware | 51-0269149 | 200 Innovation Way | |||
| Cooper International Holding Corporation | Delaware | 75-2035615 | 701 Lima Avenue | |||
| Cooper Receivables LLC | Delaware | 20-5258270 | 701 Lima Avenue | |||
| Cooper Tire & Rubber Company | Delaware | 34-4297750 | 701 Lima Avenue | |||
| Cooper Tire & Rubber Company Vietnam Holding, LLC | Delaware | 83-2795952 | 701 Lima Avenue | |||
| Cooper Tire Holding Company | Delaware | 34-1961810 | 701 Lima Avenue | |||
| Divested Companies Holding Company | Delaware | 51-0304855 | 200 Innovation Way | |||
| Divested Litchfield Park Properties, Inc. | Arizona | 51-0304856 | 200 Innovation Way | |||
| Goodyear Canada Inc. | Ontario, Canada | Not applicable | 450 Kipling Avenue Toronto Ontario M8Z 5E1 Canada | |||
| Goodyear Export Inc. | Delaware | 26-2890770 | 200 Innovation Way | |||
| Goodyear Farms, Inc. | Arizona | 86-0056985 | 200 Innovation Way | |||
| Goodyear International Corporation | Delaware | 34-0253255 | 200 Innovation Way | |||
| Exact Name of Obligor as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
Address of Principal Executive Offices | |||
| Goodyear Western Hemisphere Corporation | Delaware | 34-0736571 | 200 Innovation Way | |||
| Max-Trac Tire Co., Inc. | Ohio | 34-0932669 | 4651 Prosper Road | |||
| Mickey Thompson Performance Racing Inc. | Ohio | 20-3856121 | 4651 Prosper Road | |||
| Raben Tire Co., LLC | Indiana | 35-1162941 | 200 Innovation Way | |||
| T&WA, Inc. | Kentucky | 62-1723160 | 200 Innovation Way | |||
| Wingfoot Brands LLC | Delaware | 87-4040423 | 200 Innovation Way | |||
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
| Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
| Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
| 1. | A copy of the articles of association of the trustee.* |
| 2. | A copy of the certificate of authority of the trustee to commence business.* |
| 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Computershare Trust Company, National Association.** |
| 4. | A copy of the existing bylaws of the trustee, as now in effect.* |
| 6. | The consent of the Trustee required by Section 321(b) of the Act.** |
| 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form F-3 filed on November 12, 2014 of the Bank of Nova Scotia, file number 333-200089. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3 filed on December 12, 2022 by The Wendy’s Company, file number 333-261843. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis, and State of Minnesota, on the 17th day of March, 2022.
| COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Scott Little | |
| Name: Scott Little Title: Vice President | ||
EXHIBIT 7
Consolidated Report of Condition of
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2021.
| Dollar Amounts In Thousands | ||||
| ASSETS |
||||
| Cash and balances due from depository institutions: |
||||
| Noninterest-bearing balances and currency and coin |
-0- | |||
| Interest-bearing balances |
-0- | |||
| Securities: |
||||
| Held-to-maturity securities |
-0- | |||
| Available-for-sale securities |
224,842 | |||
| Federal funds sold and securities purchased under agreements to resell: |
||||
| Federal funds sold in domestic offices |
-0- | |||
| Securities purchased under agreements to resell |
-0- | |||
| Loans and lease financing receivables: |
||||
| Loans and leases held for sale |
-0- | |||
| Loans and leases, net of unearned income |
-0- | |||
| LESS: Allowance for loan and lease losses |
-0- | |||
| Loans and leases, net of unearned income and allowance |
-0- | |||
| Trading assets |
-0- | |||
| Premises and fixed assets (including capitalized leases) |
25,436 | |||
| Other real estate owned |
-0- | |||
| Investments in unconsolidated subsidiaries and associated companies |
-0- | |||
| Direct and indirect investments in real estate ventures |
-0- | |||
| Intangible assets: |
||||
| Goodwill |
738,825 | |||
| Other intangible assets |
-0- | |||
| Other assets |
52,684 | |||
|
|
|
|||
| Total assets |
1,041,787 | |||
|
|
|
|||
| LIABILITIES |
||||
| Deposits: |
||||
| In domestic offices |
-0- | |||
| Noninterest-bearing |
-0- | |||
| Interest-bearing |
-0- | |||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased in domestic offices |
-0- | |||
| Securities sold under agreements to repurchase |
-0- | |||
| Trading liabilities |
-0- | |||
| Other borrowed money: |
||||
| (includes mortgage indebtedness and obligations under capitalized leases) |
-0- | |||
| Not applicable |
||||
| Not applicable |
||||
| Subordinated notes and debentures |
-0- | |||
| Other liabilities |
178,811 | |||
|
|
|
|||
| Total liabilities |
178,811 | |||
|
|
|
|||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
500 | |||
| Surplus (exclude all surplus related to preferred stock) |
827,224 | |||
| Retained earnings |
35,252 | |||
| Accumulated other comprehensive income |
-0- | |||
| Other equity capital components |
-0- | |||
| Total bank equity capital |
862,976 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
-0- | |||
| Total equity capital |
862,976 | |||
|
|
|
|||
| Total liabilities and equity capital |
1,041,787 | |||
|
|
|
I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
|
| Robert G. Marshall |
| Assistant Controller |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/12/22 | ||||
| Filed on: | 3/17/22 | 8-K | ||
| 12/31/21 | 10-K, 11-K | |||
| 11/12/14 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/22 Goodyear Tire & Rubber Co./OH S-4/A 7:1.1M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/22 Goodyear Tire & Rubber Co./OH 8-K:8,9 3/17/22 11:306K Donnelley … Solutions/FA 2/16/22 Goodyear Tire & Rubber Co./OH 8-K:5 2/10/22 10:135K Donnelley … Solutions/FA 2/14/22 Goodyear Tire & Rubber Co./OH 10-K 12/31/21 162:47M Donnelley … Solutions/FA 6/07/21 Goodyear Tire & Rubber Co./OH 8-K:2,7,8,9 6/07/21 12:316K Donnelley … Solutions/FA 5/18/21 Goodyear Tire & Rubber Co./OH 8-K:1,2,8,9 5/13/21 16:1.8M Donnelley … Solutions/FA 5/13/21 Goodyear Tire & Rubber Co./OH 8-K:8,9 5/13/21 14:2M Donnelley … Solutions/FA 3/06/17 Goodyear Tire & Rubber Co./OH 8-K:5,9 2/28/17 2:109K Donnelley … Solutions/FA 7/29/15 Goodyear Tire & Rubber Co./OH 10-Q 6/30/15 86:18M Donnelley … Solutions/FA 8/13/10 Goodyear Tire & Rubber Co./OH 8-K:8,9 8/10/10 9:1M Donnelley … Solutions/FA |