Corning Incorporated (NYSE:GLW) announced today that, pursuant
to its previously announced cash tender offer, $266.4 million in
aggregate principal amount of notes subject to the cash tender
offer were validly tendered and not validly withdrawn before 5 p.m.
New York City time on Monday, Aug. 16, 2010, the early tender date
for the tender offer, according to information provided by Global
Bondholder Services Corporation, the depositary for the tender
offer, as more fully set forth below.
Title of Security
Acceptance Priority
Level
Aggregate
PrincipalAmount Outstanding
Principal
AmountTendered
Approximate Percentage
ofOutstandingAmount Tendered
5.9% Notes due March 15, 2014(1)
1 $200,000,000 $112,755,000
56.38% 6.2% Notes due March 15, 2016
2 $200,000,000
$126,072,000 63.04% 8.875% Debentures due March 15, 2016
3
$
75,000,000 $
27,572,000 36.76% Aggregate
Total Tender Offer Securities $475,000,000 $266,399,000 56.08%
(1) The maximum principal amount
of 5.9% Notes due 2014 that will be purchased by Corning is
$100,000,000.
Corning will accept for payment only $225.0 million combined
aggregate principal amount of notes. Tendered notes will be
accepted in the order of the acceptance priority levels set forth
in the table above, except that the aggregate principal amount of
5.9% notes due 2014 that will be accepted will not exceed $100.0
million. Because tenders of an aggregate principal amount of more
than $100.0 million of the 5.9% notes due 2014 and more than $125.0
million of the 6.2% notes due 2016 were received, Corning will not
accept any 8.875% debentures due 2016 for purchase. In addition,
validly tendered 5.9% notes due 2014 and 6.2% notes due 2016 remain
subject to proration according to the terms set forth in the Offer
to Purchase dated Aug. 3, 2010.
Holders of notes subject to the tender offer who validly
tendered and did not validly withdraw their notes before the early
tender date are eligible to receive the total consideration, which
includes an early tender premium of $50.00 per $1,000 principal
amount of notes tendered by such holders that are accepted for
purchase. Holders of notes subject to the tender offer who validly
tender their notes after the early tender date will be eligible to
receive the tender consideration, which is the total consideration
minus $50.00 per $1,000 principal amount of notes tendered by such
holders that are accepted for purchase. 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 notes accepted in the tender offer.
The settlement will follow promptly after the expiration date and
currently is expected to be Wednesday, Sept. 1, 2010. Notes
tendered pursuant to the tender offer may no longer be withdrawn,
unless otherwise required by law.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time on Aug. 30, 2010, unless extended. The terms and
conditions of the tender offer, including the conditions of
Corning’s obligation to accept the notes tendered and to pay the
total consideration or the tender offer consideration, as
applicable, plus accrued and unpaid interest, are set forth in the
Offer to Purchase dated Aug. 3, 2010, and the related Letter of
Transmittal. The tender offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offer to Purchase.
The condition that Corning consummate financing arrangements prior
to the expiration date as described in the Offer to Purchase has
been satisfied by Corning’s completion of its previously announced
note offering.
Corning has retained Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc. to serve as dealer managers for the tender
offer and has retained Global Bondholder Services Corporation to
serve as depositary and information agent for the tender offer.
Requests for documents relating to the tender offer may be
directed to Global Bondholder Services Corporation by telephone at
(866) 470-3700 or (212) 430-3774 or in writing at 65 Broadway,
Suite 404, New York, New York 10006. Questions regarding the tender
offer may be directed to Deutsche Bank Securities Inc. at (866)
627-0391 or to J.P. Morgan Securities Inc. at (866) 834-4666.
This press release is not a tender offer to purchase or a
solicitation of acceptance 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 Deutsche Bank Securities Inc.
or J.P Morgan Securities Inc., or one or more registered brokers or
dealers under the laws of such jurisdiction.
Forward-Looking and Cautionary Statements
This press release may contain “forward-looking statements”
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 150 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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