Corning Incorporated (NYSE:GLW) announced today the reference
yield and total consideration for each series of debentures subject
to its previously announced cash tender offer. The reference yields
were determined at 2 p.m., New York City time today, Nov. 8, 2012.
The total consideration for each series of debentures is based on
the applicable reference yield plus a fixed spread, in each case as
set forth in the table below, and is payable to holders of
debentures subject to the tender offer who validly tender and do
not validly withdraw their debentures before the Early Tender Date,
which is 5 p.m., New York City time, today, unless extended. The
total consideration also includes the Early Tender Premium set
forth in the table below. All payments for debentures purchased in
the tender offer will also include accrued and unpaid interest on
the principal amount tendered up to, but not including, the tender
offer settlement date, which is currently expected to be Tuesday,
Nov. 27, 2012.
Tender
Total Consideration Consideration
Reference Fixed per $1,000 per $1,000
Acceptance U.S. Spread Principal
Early Principal Priority Treasury
Reference (basis Amount of Tender
Amount of Title of Security Level
Security Yield points)
Debentures Premium(1)
Debentures(2) 8.875% Debentures due August 15, 2021 1
1.625% due August 15, 2022 1.592% 140 bps $1,418.37 $30 $1,448.37
8.875% Debentures due March 15, 2016 2 0.75% due October 31,
2017 0.643% 37.5 bps $1,224.31 $30 $1,254.31 6.75%
Debentures due September 15, 2013 3 0.75% due September 15, 2013
0.170% 0 bps $1,022.58 $30 $1,052.58
(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 p.m., New York City time, on Nov.
8, 2012, unless extended.
(2)
Total consideration per $1,000 principal
amount of debentures includes the Early Tender Premium of $30 per
$1,000 principal amount of debentures.
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, dated Oct. 26, 2012.
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 p.m., New York City time, today, unless
extended, to be eligible to receive the total consideration, which
includes an Early Tender Premium of $30 per $1,000 principal amount
of debentures tendered by such holders that are accepted for
purchase. Holders of debentures subject to the tender offer who
validly tender their debentures after the Early Tender Date will
receive the tender consideration, which is the total consideration
minus $30 per $1,000 principal amount of debentures tendered by
such holders that are accepted for purchase. 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, unless provided by Corning or required by law. Holders
of debentures subject to the tender offer who tender their
debentures after the early tender date may not withdraw their
debentures, unless provided by Corning or required by law.
The terms and conditions of the tender offer, including the
conditions of Corning’s obligation to accept the debentures
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 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 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. The Colbent Corporation is the Certificated Notes
Depositary for debentures tendered by physical delivery.
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 St., 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.
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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