Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
09 Maio 2023 - 4:17PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-251135
Supplementing the Preliminary Prospectus
Supplement dated May 9, 2023
(To a Prospectus dated December 4, 2020)
PRICING TERM SHEET
May 9, 2023
Issuer / Company: |
Corning Incorporated |
Expected Ratings (Moody’s/S&P)*: |
Baa1/BBB+ |
Trade Date: |
May 9, 2023 |
Settlement Date (T+4)**: |
May 15, 2023 |
Denominations: |
€100,000 and integral multiples of €1,000 in excess thereof |
Joint Book-Running Managers: |
Goldman Sachs & Co. LLC
J.P. Morgan Securities plc |
Co-Managers: |
Academy Securities, Inc.
Merrill Lynch International
Standard Chartered Bank |
3.875% Notes due 2026
Security: |
3.875% Notes due 2026 (the “2026 Notes”) |
Principal Amount: |
€300,000,000 |
Maturity Date: |
May 15, 2026 |
Coupon: |
3.875% per annum |
Interest Payment Dates: |
Annually on May 15, commencing May 15, 2024 |
Price to Public: |
99.986% |
Price to Underwriters: |
99.636% |
Government Security: |
0.000% German Bund due April 10, 2026 |
Government Security Price: |
93.240 |
Government Security Yield: |
2.430% |
Spread to Government Security: |
145 bps |
EUR Mid-Swap Rate: |
3.180% |
Spread to EUR Mid-Swap Rate: |
+ 70 bps |
Yield to Maturity: |
3.880% |
CUSIP / ISIN / Common Code: |
219350 BR5 / XS2621757405 / 262175740 |
Day Count: |
Actual/Actual (ICMA) |
Redemption: |
The 2026 Notes will be redeemable in whole at
any time or in part from time to time, at the option of the Company.
If the Company redeems the 2026 Notes
prior to April 15, 2026 (30 days prior to the Maturity Date) (the “2026 Notes Par Call Date”), the redemption price will
be equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the 2026 Notes matured on the 2026 Notes Par Call Date) on an annual basis (Actual/Actual
(ICMA)) at (i) the Comparable Government Bond Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and (2)
100% of the principal amount of the 2026 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to but not including
the redemption date. |
|
If the Company redeems the 2026 Notes on or after
the 2026 Notes Par Call Date, the redemption price will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest thereon to but not including the redemption date.
The 2026 Notes are also redeemable upon certain tax events involving
United States taxation as described in the Preliminary Prospectus Supplement dated May 9, 2023
|
Repurchase Upon a Change of Control Triggering Event: |
Upon the occurrence of a Change of Control Triggering Event, the Company will be required to make an offer to purchase the 2026 Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to but not including the date of redemption, all as described in the Preliminary Prospectus Supplement dated May 9, 2023. |
Business Day Centers: |
New York, London, TARGET |
Governing Law: |
State of New York |
Record Dates: |
May 1 of each year |
4.125% Notes due 2031
Security: |
4.125% Notes due 2031 (the “2031 Notes”) |
Principal Amount: |
€550,000,000 |
Maturity Date: |
May 15, 2031 |
Coupon: |
4.125% per annum |
Interest Payment Dates: |
Annually on May 15, commencing May 15, 2024 |
Price to Public: |
99.666% |
Price to Underwriters: |
99.166% |
Government Security: |
0.000% German Bund due February 15, 2031 |
Government Security Price: |
84.175 |
Government Security Yield: |
2.243% |
Spread to Government Security: |
193.2 bps |
EUR Mid-Swap Rate: |
2.975% |
Spread to EUR Mid-Swap Rate: |
+ 120 bps |
Yield to Maturity: |
4.175% |
CUSIP / ISIN / Common Code: |
219350 BS3 / XS2621757744 / 262175774 |
Day Count: |
Actual/Actual (ICMA) |
Redemption: |
The 2031 Notes will be redeemable in whole at
any time or in part from time to time, at the option of the Company.
If the Company redeems the 2031 Notes prior to
February 14, 2031 (90 days prior to the Maturity Date) (the “2031 Notes Par Call Date”), the redemption price will be equal
to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date (assuming the 2031 Notes matured on the 2031 Notes Par Call Date) on an annual basis (Actual/Actual (ICMA)) at
(i) the Comparable Government Bond Rate plus 30 basis points, less (b) interest accrued to the date of redemption, and (2) 100% of the
principal amount of the 2031 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to but not including the
redemption date.
|
|
If the Company redeems the 2031 Notes on or after
the 2031 Notes Par Call Date, the redemption price will be equal to 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest thereon to but not including the redemption date.
The 2031 Notes are also redeemable upon certain tax events involving
United States taxation as described in the Preliminary Prospectus Supplement dated May 9, 2023. |
Repurchase Upon a Change of Control Triggering Event: |
Upon the occurrence of a Change of Control Triggering Event, the Company will be required to make an offer to purchase the 2031 Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to but not including the date of redemption, all as described in the Preliminary Prospectus Supplement dated May 9, 2023. |
Business Day Centers: |
New York, London, TARGET |
Governing Law: |
State of New York |
Record Dates: |
May 1 of each year |
*Note: A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any time.
** We expect that delivery of the notes will be
made against payment therefor on or about May 15, 2023, which is the fourth business day following the date of this term sheet (such
settlement cycle being referred to as “T+4”). Under the E.U. Central Securities Depositaries Regulation, trades in the secondary
market generally are required to settle in two London business days unless the parties to such trade expressly agree otherwise. Also,
under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle
in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
the notes earlier than the 2nd London business day or the 2nd New York business day before May 15, 2023
will be required, by virtue of the fact that the notes initially will settle T+4, to specify an alternative settlement cycle at the time
of any such trade to prevent failed settlement, and so should consult their own advisors.
The 2026 Notes and the 2031 Notes are being
offered separately, and are not part of a unit. The closing of each series of the notes is not conditioned on the closing of the other
series of the notes.
MiFID II and UK MiFIR professionals/ECPs-only
/ No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties
and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document has been prepared as not available
to retail in the European Economic Area or the United Kingdom.
Relevant stabilization regulations including FCA/ICMA
will apply.
The Issuer has filed a
registration statement (including a prospectus and the preliminary prospectus supplement relating to the securities described above)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary
prospectus supplement relating to the securities described above in that registration statement and other documents the Issuer has filed
with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC at 1-866-471-2526
or by calling J.P. Morgan Securities plc at +44-207-134-2468.
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