Corning Announces Expiration and Results of Cash Tender Offer
31 Agosto 2010 - 10:07AM
Business Wire
Corning Incorporated (NYSE:GLW) announced today the expiration,
as of 11:59 p.m. New York City time, on Monday, Aug. 30, 2010, of
its previously announced cash tender offer relating to a combined
aggregate principal amount of $225,000,000 of its notes. According
to information provided by Global Bondholder Services Corporation,
the depositary for the tender offer, $266,399,000 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validly tendered and not validly withdrawn before 5 p.m. New York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, and a total of $266,859,000 aggregate principal
amount of notes subject to the tender offer were validly tendered
and not validly withdrawn before the expiration date for the tender
offer, as more fully set forth below.
Title of Security
Acceptance
Priority Level
Aggregate PrincipalAmount
Outstanding Principal
AmountTendered Percentage
ofOutstandingAmount Tendered 5.9% Notes due March
15, 2014(1) 1 $200,000,000 $112,935,000 56.47% 6.2% Notes due March
15, 2016 2 $200,000,000 $126,352,000 63.18% 8.875% Debentures due
March 15, 2016 3 $
75,000,000 $
27,572,000
36.76% Aggregate Total Tender Offer Securities $475,000,000
$266,859,000 56.18%
_____________________
(1) The maximum principal amount of 5.9% Notes due 2014 that
will be purchased by Corning is $100,000,000.
The $266,859,000 in aggregate principal amount of notes subject
to the tender offer that were validly tendered and not validly
withdrawn before the expiration date of the tender offer exceeds
the combined maximum tender amount of $225,000,000, and the
$112,935,000 in aggregate principal amount of the 5.9% Notes due
2014 that were validly tendered and not validly withdrawn before
the expiration date of the tender offer exceeds $100,000,000, the
maximum principal amount of the 5.9% Notes due 2014 that Corning
will purchase in the tender offer. In lieu of accepting 6.2% Notes
due 2016 on a prorated basis, Corning has increased the aggregate
principal amount of notes that it will accept in the tender offer
to $226,352,000 without increasing the maximum principal amount of
5.9% Notes due 2014 that it will accept. This increase did not
require an extension of the term of the tender offer under
applicable federal securities laws because the additional amount of
6.2% Notes due 2016 that were accepted represents less than 2% of
such notes outstanding.
Based on the amounts of tendered notes, the increased size of
the tender offer, and the acceptance priority levels set forth
above, Corning has accepted for purchase $100,000,000 in aggregate
principal amount of 5.9% Notes due 2014 validly tendered and not
validly withdrawn (acceptance priority level one), $126,352,000 in
aggregate principal amount of 6.2% Notes due 2016 validly tendered
and not validly withdrawn (acceptance priority level two), and no
8.875% Debentures due 2016 validly tendered and not validly
withdrawn (acceptance priority level three). The 5.9% Notes due
2014 accepted for purchase have been prorated by a proration factor
of approximately 88.61% in the manner described in the Offer to
Purchase dated Aug. 3, 2010, but the 6.2% Notes due 2016 accepted
for purchase have not been prorated.
Corning expects to make payment for all notes accepted for
purchase, including payment of accrued but unpaid interest on the
purchased notes, in same-day funds on Wednesday, Sept. 1,
2010.
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.
served as dealer managers for the tender offer, and Global
Bondholder Services Corporation served as depositary and
information agent for the tender offer.
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 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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