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Covington Advises Goodyear on $500M Mandatory Convertible Preferred Stock Offering

April 6, 2011

NEW YORK, April 6, 2011 — Covington & Burling LLP represented The Goodyear Tire & Rubber Company in its $500 million registered underwritten offering of 5.875 percent Mandatory Convertible Preferred Stock, which closed on March 31, 2011. Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citi and Credit Agricole Securities (USA) Inc. served as joint book-running managers for the offering.

Each share of the Mandatory Convertible Preferred Stock will automatically convert on April 1, 2014, into a variable number of shares of Goodyear's Common Stock depending on the market value of the Common Stock at that time. At any time prior to April 1, 2014, the holders of the Mandatory Convertible Preferred Stock may elect to convert their shares into shares of Common Stock at a specified minimum conversion rate. In connection with certain fundamental changes affecting Goodyear, holders of the Mandatory Convertible Preferred Stock may elect to convert their shares at the fundamental change conversion rate described in Goodyear’s Articles of Incorporation.

Dividends are payable quarterly in cash, to the extent that Goodyear is legally permitted to pay a dividend and Goodyear’s board of directors declares a dividend payable. If at any time the equivalent of six full quarterly dividends on the Mandatory Convertible Preferred Stock remains unpaid, the holders of the Mandatory Convertible Preferred Stock, voting separately as a class, may elect two directors to Goodyear's board of directors. In that circumstance, Goodyear may, at its option, cause all outstanding shares of the Mandatory Convertible Preferred Stock to be converted into a number of shares of Common Stock based on the fundamental change conversion rate.

Goodyear is one of the world’s largest tire companies. It employs approximately 72,000 people and manufactures its products in 56 facilities in 22 countries around the world.

The Covington team was led by corporate partners Carey Roberts and David Rosinus. Also advising on the transaction were corporate associates Richard Kruger, Rosa Neel, Amanda Weiss and Silas Lum*. Partner Rob Heller and associate Rucia Pei provided tax advice. All are based in the firm’s New York office.

*Not yet admitted to practice.

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