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Item 1.01
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Entry into a Material Definitive Agreement.
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The Share Repurchase Agreement
On April 5, 2021, Corning Incorporated (the “Company”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”) with Samsung Display Co., Ltd. (“SDC”), pursuant to which (1) SDC agreed, in accordance with the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), to convert its 2,300 shares of Fixed Rate Cumulative Convertible Preferred Stock, Series A of the Company, par value $100.00 per share (the “Preferred Shares”) into 115,000,000 shares of common stock of the Company, par value $0.50 per share (the “Common Shares”), (2) the Company agreed to repurchase 35,000,000 of such Common Shares for an aggregate purchase price of $1,522,150,000, $507,383,334 of which shall be paid on the closing date and $507,383,333 of which shall be paid on each of the first and second anniversary of the closing date (the “Initial Repurchase”) and (3) the Company, if requested by SDC, may in its sole discretion repurchase up to an additional 22,000,000 of such Common Shares in specified tranches from time to time in calendar years 2024 through 2027, with the price per share being determined pursuant to a formula set forth in the Repurchase Agreement. The Repurchase Agreement also provides that the Common Shares converted pursuant to the Repurchase Agreement will be subject to transfer restrictions for seven years, subject to specified exceptions.
The consummation of the Initial Repurchase is subject to customary conditions, and is expected to occur in April 2021.
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement. A copy of the Repurchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
First Amendment to Shareholder Agreement
In connection with the entry into the Repurchase Agreement, the Company and SDC entered into the First Amendment to Shareholder Agreement (the “Amendment”), amending the Shareholder Agreement, dated as of October 22, 2013 (the “Shareholder Agreement”), between the Company and SDC. The Amendment increased the number of shares of Company common stock (on an as-converted basis) that SDC and its affiliates may beneficially own from 9% to 15% of the total number of shares of Company common stock on a fully diluted basis.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement. A copy of the Amendment is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.