Corning Incorporated (NYSE:GLW) announced today that it has
commenced a cash tender offer for up to $75 million aggregate
principal amount of specified series of its outstanding debt. The
terms and conditions of the tender offer are set forth in an Offer
to Purchase dated today. The Company will also redeem $174 million
in outstanding debentures.
In the tender offer, the Company is offering to purchase, under
certain conditions and subject to certain limits, its 8.875%
Debentures due 2021, 8.875% Debentures due 2016 and 6.75%
Debentures due 2013 (collectively, the “debentures”), as summarized
in the table below:
Title of
Security CUSIP
PrincipalAmountOutstanding
AcceptancePriorityLevel
ReferenceU.S.TreasurySecurity
BloombergReferencePage
FixedSpread(basispoints)
Early
TenderPremium(1)
8.875% Debentures dueAugust 15, 2021
219350AC9 $ 75,000,000 1
1.625% dueAugust 15,2022
PX1 140 bps $30
8.875% Debentures dueMarch 15, 2016
219327AE3 $ 75,000,000 2
0.75% dueOctober 31,2017
PX1
37.5 bps
$30
6.75% Debentures dueSeptember 15, 2013
219350AE5 $100,000,000 3
0.75% dueSeptember 15,2013
PX3 0 bps $30 (1) Per $1,000 principal amount of debentures
accepted for purchase. An Early Tender Premium will be paid to
holders of debentures who tender, and do not validly withdraw,
their debentures on or before 5:00 p.m., New York City time, on
November 8, 2012, unless extended.
Tendered debentures will be accepted in the order of the
Acceptance Priority Levels set forth in the table above, up to an
aggregate principal amount of $75,000,000. Under certain
circumstances, the Company will accept tendered debentures of one
or more of the series on a pro rata basis as further described in
the Offer to Purchase. The Company reserves the right, but is not
obligated, to increase the maximum aggregate principal amount of
the tender offer.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on November 26, 2012, unless extended. Holders of
debentures subject to the tender offer must validly tender and not
validly withdraw their debentures before the Early Tender Date,
which is 5:00 p.m., New York City time, on November 8, 2012, unless
extended, to be eligible to receive the total consideration as
described below. Holders of debentures subject to the tender offer
who validly tender their debentures after the Early Tender Date and
prior to the expiration date will be eligible to receive the tender
consideration, which is the total consideration described below
minus the Early Tender Premium applicable to that series of
debentures. Holders of debentures subject to the tender offer who
tender their debentures before the Early Tender Date may not
withdraw their debentures after the Early Tender Date. Holders of
debentures subject to the tender offer who tender their debentures
after the Early Tender Date may not withdraw their debentures,
unless otherwise provided by the Company or as required by law.
The total consideration for each $1,000 principal amount of
debentures tendered and accepted for payment pursuant to the tender
offer will be determined in the manner described in the Offer to
Purchase, dated October 26, 2012, by reference to a fixed spread
specified in the table above for each series of the debentures over
the yield based on the bid side price of the Reference U.S.
Treasury Security specified in the table above, as calculated by
J.P. Morgan Securities LLC at 2:00 p.m., New York City time, on
November 8, 2012. In addition to the total consideration or the
tender consideration, as applicable, accrued interest up to, but
not including, the settlement date will be paid in cash on all
validly tendered debentures accepted in the tender offer. The
settlement date will follow promptly the expiration date and
currently is expected to be November 27, 2012.
The tender offer is subject to the satisfaction or waiver of
certain conditions set forth in the Offer to Purchase, including,
among other things, the consummation by the Company, no later than
the expiration date, of financing arrangements satisfactory to it
as described in the Offer to Purchase.
Corning has retained J.P. Morgan Securities LLC to serve as
Dealer Manager for the tender offer and has retained D.F. King
& Co., Inc. to serve as information agent and tender agent for
the tender offer.
Requests for documents relating to the tender offer may be
directed to D.F. King & Co., Inc. by telephone at (212)
269-5550 or (800) 967-4607 or in writing at 48 Wall Street, 22nd
Floor, New York, NY 10005. Questions regarding the tender offer may
be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-4811 (collect).
This press release is not a tender offer to purchase or a
solicitation of a tender offer, which may be made only pursuant to
the terms of the Offer to Purchase. In any jurisdiction where the
laws require the tender offer to be made by a licensed broker or
dealer, the tender offer will be deemed made on behalf of Corning
Incorporated by J.P Morgan Securities LLC, or one or more
registered brokers or dealers under the laws of such
jurisdiction.
The Company will also redeem two series of outstanding
debentures in accordance with their terms on November 26, 2012. The
two series, described below, would be redeemed at the make-whole
amount specified in the table below:
Title of Security CUSIP
Principal
AmountOutstanding
Make-WholeAmount
Redemption Date 5.90%
Debentures due March 15, 2014 219350AP0 $100,000,000
Reference Treasury Yield+ 35 bps
November 26, 2012 6.20% Debentures due March 15, 2016 219350AN5 $
73,648,000
Reference Treasury Yield+ 40 bps
November 26, 2012
This press release is not a notice of redemption of the
debentures, which will be given by the trustee under the indenture
governing the debentures.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” (within
the meaning of the Private Securities Litigation Reform Act of
1995), which are based on current expectations and assumptions
about Corning’s financial results and business operations, that
involve substantial risks and uncertainties that could cause actual
results to differ materially. These risks and uncertainties
include: the effect of global political, economic and business
conditions; conditions in the financial and credit
markets; currency fluctuations; tax rates; product demand
and industry capacity; competition; reliance on a concentrated
customer base; manufacturing efficiencies; cost reductions;
availability of critical components and materials; new product
commercialization; pricing fluctuations and changes
in the mix of sales between premium and non-premium
products; new plant start-up or restructuring costs;
possible disruption in commercial activities due to terrorist
activity, armed conflict, political or financial instability,
natural disasters, adverse weather conditions, or major health
concerns; adequacy of insurance; equity company activities;
acquisition and divestiture activities; the level of excess or
obsolete inventory; the rate of technology change; the ability to
enforce patents; product and components performance issues;
retention of key personnel; stock price fluctuations; and adverse
litigation or regulatory developments. These and
other risk factors are detailed in Corning’s filings
with the Securities and Exchange Commission. Forward-looking
statements speak only as of the day that they are made, and Corning
undertakes no obligation to update them in light of new information
or future events.
About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in
specialty glass and ceramics. Drawing on more than 160 years of
materials science and process engineering knowledge, Corning
creates and makes keystone components that enable high-technology
systems for consumer electronics, mobile emissions control,
telecommunications and life sciences. Our products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control systems;
optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug discovery;
and other advanced optics and specialty glass solutions for a
number of industries including semiconductor, aerospace, defense,
astronomy, and metrology.
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