8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to

Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 4, 2016

Cooper Tire & Rubber Company

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction
of incorporation) 001-04329 (Commission
File Number) 34-4297750 (IRS Employer
Identification No.)

701 Lima Avenue, Findlay, Ohio (Address of principal executive offices) 45840 (Zip Code)

Registrant's telephone number, including area code: (419) 423-1321

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.      Entry into a Material Definitive Agreement.

On January 4, 2016, Cooper Tire (China) Investment Co., Ltd. (“Cooper China”), a wholly owned subsidiary of Cooper Tire & Rubber Company (“CTB”), and Cooper Tire Holding Company (together with Cooper China, the “Cooper Parties”), a wholly owned subsidiary of CTB, entered into an agreement (the “Equity Transfer Agreement”) by and among the Cooper Parties, Qingdao Yiyuan Investment Co., Ltd. (“Yiyuan”), Li Xinhu (together with Yiyuan, the “Sellers”) and Qingdao Ge Rui Da Rubber Co., Ltd. (the “Company”) regarding the Cooper Parties’ purchase of a majority of the Company’s equity interests from the Sellers (the “Equity Transfer”). Upon the consummation of the Equity Transfer, the Company will be converted into a Sino-foreign equity joint venture and renamed Cooper (Qingdao) Tire Co., Ltd. Concurrently with the execution of the Equity Transfer Agreement, the Cooper Parties and Yiyuan entered into an equity joint venture contract (the “Equity Joint Venture Contract”) governing the joint venture relationship between Yiyuan and the Cooper Parties with respect to the Company from and after the closing of the Equity Transfer, and the Cooper Parties, the Company and Yiyuan entered into a capital increase agreement (the “Capital Increase Agreement”), governing certain obligations of the Cooper Parties to provide capital funding to the Company after the closing of the Equity Transfer. While the Equity Joint Venture Contract and the Capital Increase Agreement were entered into on January 4, 2016, such agreements will not become effective until the consummation of the Equity Transfer. After the completion of all of the transactions contemplated by the Equity Transfer Agreement and the Capital Increase Agreement, CTB will indirectly own 65 percent of the Company in exchange for payments which will total approximately 600 million RMB.

Equity Transfer Agreement

The Equity Transfer Agreement includes customary representations, warranties and covenants, as well as covenants restricting the Company from taking certain corporate actions in between signing of the Equity Transfer Agreement and the closing of the Equity Transfer. The Equity Transfer Agreement also contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties, covenants and agreements. Consummation of the Equity Transfer is subject to the satisfaction or waiver of certain closing conditions, including, among other matters: (i) the absence of breaches of representations, warranties or covenants; (ii) receipt of certain government approvals and permits; (iii) the absence of proceedings or litigation that, if adversely determined, would have an impact on the Company’s business; (iv) the absence of any law, order or injunction that would make the Equity Transfer illegal or otherwise prohibit or prevent the consummation of the Equity Transfer; (v) the absence of a material adverse effect occurring with respect to the business of the Company; and (vi) the delivery of certain other agreements, documentation and approvals before or at the closing of the Equity Transfer.

The Equity Transfer Agreement may be terminated prior to the closing of the Equity Transfer: (i) by either the Sellers or the Cooper Parties in the event that (a) there is a breach of a representation, warranty or covenant and such breach is not cured or curable upon thirty days notice or prior to December 31, 2016, or (b) certain conditions have not been satisfied or waived by December 31, 2016; (ii) by the Cooper Parties if certain certificates, permits and approvals are not obtained by June 30, 2016; (iii) by the written agreement of the Sellers and the Cooper Parties, or (iv) by either the Sellers or the Cooper Parties if closing has not occurred by December 31, 2016.

Equity Joint Venture Contract

The Equity Joint Venture Contract governs the joint venture relationship between Yiyuan and the Cooper Parties, including the parties’ respective governance rights, with respect to the Company. The Equity Joint Venture Contract also contains customary representations, warranties and covenants, including a right of first offer in favor of the Cooper Parties and a mutual right of first refusal if either party wishes to sell its ownership interest in the Company. The Equity Joint Venture Contract may be terminated (i) by either Yiyuan or the Cooper Parties if, among other things, (a) there is a failure by the other party to perform any of its material obligations under the Equity Joint Venture Contract or if any of its representations or warranties are materially untrue or inaccurate, or (b) the Company has failed to comply with its obligations with respect to anti-corruption, competition and export control laws; or (ii) by the Cooper Parties if, among other things, Yiyuan or certain of its affiliates have taken certain actions relating to anti-corruption, competition and export control laws.

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Capital Increase Agreement

The Capital Increase Agreement includes certain obligations of the Cooper Parties to contribute additional capital to the Company as noted above. The consummation of the transactions contemplated by the Capital Increase Agreement are subject to customary conditions, including the receipt of certain governmental approvals.

Item 8.01.      Other Events.

On January 6, 2016, CTB announced the entry into the Equity Transfer Agreement. The full text of the press release and related slide presentation are included as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated January 6, 2016.
99.2	Slide Presentation dated January 6, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COOPER TIRE & RUBBER COMPANY
By:	/s/  Jack Jay McCracken
	Name:  Jack Jay McCracken
	Title:    Assistant General Counsel and Assistant Secretary

Dated:  January 6, 2016

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 6, 2016.
99.2	Slide Presentation dated January 6, 2016.

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EX-99.1

Exhibit 99.1

  NEWS

Cooper Tire to Acquire Majority Interest in China Joint Venture
for Truck and Bus Radial (TBR) Tire Production

FINDLAY, Ohio, Jan. 6, 2016 – Cooper Tire & Rubber Company (NYSE: CTB), a global tire design, manufacturing and marketing company, today announced that it has entered into an agreement to purchase a majority of China-based Qingdao Ge Rui Da Rubber Co., Ltd. (GRT). Cooper will own 65 percent of the entity, which will be renamed Cooper Qingdao TireCo., Ltd. (CQT), for approximately 600 million RMB or $93 million USD including the acquisition and initial investments in the operation. The transaction is expected to close during the first half of 2016 pending certain permits and approvals by the Chinese government.

CQT is expected to serve as a global source of truck and bus radial (TBR) tire production for Cooper including Roadmaster brand tires for the North American market as well as TBR tires for Asia and other markets. Passenger car radial (PCR) tires may also be manufactured at the facility in the future. It is estimated that at full capacity, CQT will be capable of producing approximately 2.5 million to 3 million TBR tires annually and nearly the same number of PCR tires within the existing one million-square-foot production facility, with room for further expansion at the location.

GRT is located north of Qingdao in northeast China and currently employs approximately 600 workers. It was established in 2014 after Qingdao Yiyuan Investment Co., Ltd. (QYI) purchased the assets of the then idle facility. QYI’s founder, Executive Director and General Manager is long-time tire industry veteran Li Zhihua, who is also a professor at Qingdao University of Science and Technology. QYI has established production at GRT with an initial focus on TBR tires and has put in place an experienced management team backed by a skilled workforce with extensive tire industry expertise.

“Cooper is excited to take this positive step to secure additional TBR tire supply and further our Asia growth strategy,” said Brad Hughes, Cooper’s Chief Operating Officer. “After a comprehensive review of options, we are pleased to have reached this agreement, which meets our goal of finding a new source of high quality, cost competitive TBR tires for North America and Asia. As we have previously stated, achieving our goals for growth will likely require a series of actions and today’s announcement is certainly a significant one,” Hughes concluded.

“The team at GRT is very impressive with deep industry and technical knowledge,” said Cooper Chairman, Chief Executive Officer and President Roy Armes. “There’s a strong workforce, facilities that we can continue to expand with further capital, and a management team that is focused on the current opportunity in TBR tires as well as our wider growth plans for Asia. This is a great strategic fit within our existing and highly productive worldwide manufacturing network and will allow us to further optimize our global footprint. We welcome the GRT team to the Cooper family and look forward to many years of success together in the future as CQT.”

Li Zhihua said, “After a lengthy evaluation process to identify the best partner, we are pleased to team up with Cooper, a global tire industry leader with a 100-year heritage of success. We look forward to working with Cooper to maximize the opportunity we have together to drive continued innovation and expand manufacturing of quality TBR tires and other products.”

Upon closing, CQT will join seven other tire manufacturing facilities in the Cooper family of companies with three U.S. plants in Findlay, Ohio; Texarkana, Arkansas and Tupelo, Mississippi, as well as facilities in Kunshan, China; Melksham, England; Krusevac, Serbia and a joint venture plant near Guadalajara, Mexico.

-more-

Cooper – GRT Agreement—2

Conference Call for Investors Today at 9 a.m. EST

Cooper will host a conference call for investors to discuss the joint venture today at 9 a.m. EST. The conference call will be webcast live at http://services.choruscall.com/links/ctb160106 and may also be accessed through Cooper’s Investor Relations website at http://investors.coopertire.com/Events-and-Presentations, where a set of related slides will be posted. The audio portion of the webcast will be archived on this site within one hour following the presentation for a period of 90 days.

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About Cooper Tire & Rubber Company

Cooper Tire & Rubber Company (NYSE: CTB) is the parent company of a global family of companies that specializes in the design, manufacture, marketing and sale of passenger car and light truck tires. Cooper and its subsidiaries also sell medium truck, motorcycle and racing tires. Cooper’s headquarters is in Findlay, Ohio, with manufacturing, sales, distribution, technical and design operations within its family of companies located in more than one dozen countries around the world. For more information on Cooper, visit www.coopertire.com, www.facebook.com/coopertire or www.twitter.com/coopertire.

Forward-Looking Statements

This release contains what the Company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections, expectations or matters that the Company anticipates may happen with respect to the future performance of the industries in which the Company operates, the economies of the United States and other countries, or the performance of the Company itself, which involve uncertainty and risk.

Such “forward-looking statements” are generally, though not always, preceded by words such as “anticipates,” “expects,” “will,” “should,” “believes,” “projects,” “intends,” “plans,” “estimates,” and similar terms that connote a view to the future and are not merely recitations of historical fact. Such statements are made solely on the basis of the Company’s current views and perceptions of future events, and there can be no assurance that such statements will prove to be true.

These forward-looking statements include, among others, statements regarding the Company’s planned investments in CQT, the expected timing of the completion of the transaction, permits and regulatory approvals, expected synergies and benefits of the transaction and expectations about future business plans and prospective performance and opportunities. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein, including the timing to consummate the potential transaction, the ability and timing to obtain required permits and regulatory approvals and satisfy other closing conditions; the Company’s ability to finance planned investments in CQT, the Company’s ability to realize the benefits contemplated by the potential transaction and the Company’s ability to promptly and effectively integrate the business of CQT.

In addition, it is possible that the Company’s actual results may differ materially from projections or expectations due to a variety of factors, including but not limited to:

• volatility in raw material and energy prices, including those of rubber, steel, petroleum based products and natural gas or the unavailability of such raw materials or energy sources;

• the failure of the Company’s suppliers to timely deliver products in accordance with contract specifications;

• changes in economic and business conditions in the world;

• failure to implement information technologies or related systems, including failure by the Company to successfully implement an ERP system;

• increased competitive activity including actions by larger competitors or lower-cost producers;

• the failure to achieve expected sales levels;

• changes in the Company’s customer relationships, including loss of particular business for competitive or other reasons;

• the ultimate outcome of litigation brought against the Company, including stockholders lawsuits relating to the terminated Apollo merger as well as product liability claims, in each case which could result in commitment of significant resources and time to defend and possible material damages against the Company or other unfavorable outcomes;

• changes to tariffs or the imposition of new tariffs or trade restrictions, including changes related to the anti-dumping and countervailing duties for passenger car and light truck tires imported into the United States from China;

-more-

Cooper – GRT Agreement--3

• changes in pension expense and/or funding resulting from investment performance of the Company’s pension plan assets and changes in discount rate, salary increase rate, and expected return on plan assets assumptions, or changes to related accounting regulations;

• government regulatory and legislative initiatives including environmental and healthcare matters;

• volatility in the capital and financial markets or changes to the credit markets and/or access to those markets;

• changes in interest or foreign exchange rates;

• an adverse change in the Company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit markets;

• the risks associated with doing business outside of the United States;

• the failure to develop technologies, processes or products needed to support consumer demand;

• technology advancements;

• the inability to recover the costs to develop and test new products or processes;

• a disruption in, or failure of, the Company’s information technology systems, including those related to cyber security, could adversely affect the Company’s business operations and financial performance;

• the impact of labor problems, including labor disruptions at the Company, its joint venture, or at one or more of its large customers or suppliers;

• failure to attract or retain key personnel;

• consolidation among the Company’s competitors or customers;

• inaccurate assumptions used in developing the Company’s strategic plan or operating plans or the inability or failure to successfully implement such plans;

• risks relating to acquisitions, including the failure to successfully complete acquisitions or integrate them into operations or their related financings may impact liquidity and capital resources;

• changes in the Company’s relationship with its joint-venture partner or suppliers, including any changes with respect to CCT’s production of Cooper-branded products;

• the ability to find alternative sources for products supplied by CCT;

• the inability to obtain and maintain price increases to offset higher production or material costs;

• inability to adequately protect the Company’s intellectual property rights; and

• inability to use deferred tax assets.

It is not possible to foresee or identify all such factors. Any forward-looking statement in this release are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected.

The Company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement. Further information covering issues that could materially affect financial performance is contained in the Company's periodic filings with the U. S. Securities and Exchange Commission (“SEC”).

Investor Contact:

Jerry Bialek

419.424.4165

investorrelations@coopertire.com

Media Contact:

Anne Roman

419.429.7189

alroman@coopertire.com

EX-99.2

Exhibit 99.2

Cooper to Acquire Majority Interest in China Joint Venture for TBR Tires January 6, 2016

Safe Harbor Statement T his presentation contains what the Company believes are forward - looking statements related to future financial results and business operations for Cooper Tire & Rubber Company. Actual results may differ materially from current management forecasts and projections as a result of factors over which the Company may have limited or no control. Information on certain of these risk factors and additional information on forward - looking statements are included in the Company’s reports on file with the Securities and Exchange Commission and set forth at the end of this presentation. 2 2

These forward - looking statements include, among others, statements regarding the Company’s planned investments in CQT, the expected timing of the completion of the transaction, permits and regulatory approvals, expected synergies and benefits of the transaction and expectations about future business plans and prospective performance and opportunities. There is no assurance that the potential transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward - looking statements made herein, including the timing to consummate the potential transaction, the ability and timing to obtain required permits and regulatory approvals and satisfy other closing conditions; the Company’s ability to finance planned investments in CQT, the Company’s ability to realize the benefits contemplated by the potential transaction and the Company’s ability to promptly and effectively integrate the business of CQT. 3 Safe Harbor Statement (continued)

Fast Facts — The Deal Agreement – Cooper to acquire 65 percent of Qingdao Ge Rui Da Rubber (GRT) for approximately $93 million, including the acquisition and initial investments in the operation – To be renamed Cooper Qingdao Tire Co., Ltd. (CQT) – Transaction is expected to close within the first half of 2016 pending certain permits and approvals by the Chinese government 4

Fast Facts — Strategic Investment Agreement – CQT is expected to serve as a global source of Truck and Bus Radial (TBR) tires, including the Roadmaster brand for North America – TBR tires for Asia and other markets – Passenger tires may also be manufactured in the future – Meets Cooper’s goal of finding a new source of high quality, cost - competitive TBR tires for North America and Asia – Supports Cooper’s strategic growth plans – Good strategic fit within existing manufacturing network; further optimizes Cooper’s global footprint 5

Confidential Commercial Trade Secret Information 6 Fast Facts — About GRT About GRT – Established in 2014 after Qingdao Yiyuan Investment purchased the assets of the then idle facility – Employs approximately 600 workers – Existing 1 million - square - foot manufacturing facility – E stimated full production capacity of facility: • 2.5 to 3 million TBR tires annually • Nearly same number of passenger car tires – Land at the site for further expansion, if needed 82 miles Q ingdao GRT is located in north Qingdao, which is in northeast China

Fast Facts — Key Comments “Cooper is excited to take this positive step to secure additional TBR tire supply and further our Asia growth strategy. After a comprehensive review of options, we are pleased to have reached this agreement, which meets our goal of finding a new source of high quality, cost competitive TBR tires for North America and Asia.” -- Brad Hughes, Cooper COO “The team at GRT is very impressive with deep industry and technical knowledge. There’s a strong workforce, facilities that we can continue to expand with further capital and a management team that is focused on the current opportunity in TBR tires as well as our wider growth plans for Asia.” -- Roy Armes, Cooper CEO 7

Risks It is possible that actual results may differ materially from projections or expectations due to a variety of factors, includ ing but not limited to: • volatility in raw material and energy prices, including those of rubber, steel, petroleum based products and natural gas or t he unavailability of such raw materials or energy sources; • the failure of the Company’s suppliers to timely deliver products in accordance with contract specifications; • changes in economic and business conditions in the world; • failure to implement information technologies or related systems, including failure by the Company to successfully implement an ERP system; • increased competitive activity including actions by larger competitors or lower - cost producers; • the failure to achieve expected sales levels; • changes in the Company’s customer relationships, including loss of particular business for competitive or other reasons; • the ultimate outcome of litigation brought against the Company, including stockholders lawsuits relating to the terminated Ap oll o merger as well as product liability claims, in each case which could result in commitment of significant resources and time to defend and possible material damages against the Compan y o r other unfavorable outcomes; • changes to tariffs or the imposition of new tariffs or trade restrictions, including changes related to the anti - dumping and countervailing duties for passenger car and light truck tires imported into the United States from China; • changes in pension expense and/or funding resulting from investment performance of the Company’s pension plan assets and chan ges in discount rate, salary increase rate, and expected return on plan assets assumptions, or changes to related accounting regulations; • government regulatory and legislative initiatives including environmental and healthcare matters; • volatility in the capital and financial markets or changes to the credit markets and/or access to those markets; • changes in interest or foreign exchange rates; • an adverse change in the Company’s credit ratings, which could increase borrowing costs and/or hamper access to the credit ma rke ts; • the risks associated with doing business outside of the United States; • the failure to develop technologies, processes or products needed to support consumer demand; • technology advancements; • the inability to recover the costs to develop and test new products or processes; • a disruption in, or failure of, the Company’s information technology systems, including those related to cyber security, coul d a dversely affect the Company’s business operations and financial performance; • the impact of labor problems, including labor disruptions at the Company, its joint venture, or at one or more of its large c ust omers or suppliers; • failure to attract or retain key personnel; • consolidation among the Company’s competitors or customers; • inaccurate assumptions used in developing the Company’s strategic plan or operating plans or the inability or failure to succ ess fully implement such plans; • risks relating to acquisitions, including the failure to successfully complete acquisitions or integrate them into operations or th eir related financings may impact liquidity and capital resources ; • changes in the Company’s relationship with its joint - venture partner or suppliers, including any changes with respect to CCT’s p roduction of Cooper - branded products; • the ability to find alternative sources for products supplied by CCT; • the inability to obtain and maintain price increases to offset higher production or material costs; • inability to adequately protect the Company’s intellectual property rights; and • inability to use deferred tax assets. 8

Available Information You can find Cooper Tire on the web at coopertire.com. Our company webcasts earnings calls and presentations from certain events that we participate in or host on the investor relations portion of our website (http://coopertire.com/investors.aspx). In addition, we also make available a variety of other information for investors on the site. Our goal is to maintain the investor relations portion of the website as a portal through which investors can easily find or navigate to pertinent information about Cooper Tire, including: • our annual report on Form 10 - K, quarterly reports on Form 10 - Q, current reports on Form 8 - K, and any amendments to those reports, as soon as reasonably practicable after we electronically file that material or furnish it to the Securities and Exchange Commission (“SEC”); • information on our business strategies, financial results and selected key performance indicators; • announcements of our participation at investor conferences and other events; • press releases on quarterly earnings, product and service announcements and legal developments; • corporate governance information; and • other news and announcements that we may post from time to time that investors may find relevant. The content of our website is not intended to be incorporated by reference into this presentation or in any report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only. 9

Contact • Investor Contact: Jerry Bialek 419.424.4165 investorrelations@coopertire.com • Media Contact: Anne Roman 419.429.7189 alroman@coopertire.com 10