On November 6, 2018, Corning Incorporated (the “Company”) completed a public offering (the “Offering”) pursuant to a Prospectus dated December 19, 2017 and the Prospectus Supplement dated October 30, 2018 (the “Prospectus Supplement”), and the sale of the Notes (as defined below) pursuant to an Underwriting Agreement and a Pricing Agreement, each dated October 30, 2018 and each between the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Offering, the Company sold to the Underwriters $50,000,000 principal amount of 4.70% notes due 2037 (the “new 2037 Notes”), $550,000,000 principal amount of 5.350% notes due 2048 (the “2048 Notes”) and $300,000,000 principal amount of 5.850% notes due 2068 (the “2068 Notes” and, together with the new 2037 Notes and the 2048 Notes, the “Notes”). The new 2037 Notes constitute a further issuance of, were issued on the same terms as, and are consolidated and form a single series of debt securities with, the Company’s outstanding $250,000,000 aggregate principal amount of 4.70% notes due 2037.
The new 2037 Notes were sold to the public at a price equal to 95.51% of the aggregate principal amount of the new 2037 Notes. The 2048 Notes were sold to the public at a price equal to 99.865% of the aggregate principal amount of the 2048 Notes. The 2068 Notes were sold to the public at a price equal to 99.853% of the aggregate principal amount of the 2068 Notes. As set forth in the Prospectus Supplement, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately $887 million.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include repurchases of its common stock and payment of dividends under its strategy and capital allocation framework, repayment or reduction of other outstanding debt, financing acquisitions, additions to working capital, capital expenditures and investments. The Company may invest the net proceeds from the sale of the notes in short-term investments pending their use for such purposes.
The Notes were issued pursuant to an Indenture (the “Indenture”) dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee, and an Officers’ Certificate of the Company, delivered pursuant to Sections 201 and 301 of the Indenture, establishing the Notes and their terms.
The Company offered and sold the Notes under the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-222158) (the “Registration Statement”), which registration statement relates to the offer and sale from time to time of an indeterminate amount of the Company’s securities, including debt securities. This Current Report on Form8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits. The summary included in this Current Report on Form8-K is qualified in its entirety by reference to the full text of the exhibits filed herewith.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following documents are filed as exhibits to this Current Report on Form8-K:
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| | 1.1 | | | Underwriting Agreement, dated October 30, 2018, between the Company and the Underwriters |
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| | 1.2 | | | Pricing Agreement, dated October 30, 2018, between the Company and the Underwriters |
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| | 4.1 | | | Officers’ Certificate of the Company, dated November 6, 2018, pursuant to Sections 201 and 301 of the Indenture dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee, establishing the Notes and their terms (excluding exhibits thereto) |
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| | 4.2 | | | Form of Global Note representing the 4.70% Notes due 2037 of the Company. (Incorporated by reference to Exhibit 4.2 to the Company’s Form8-K filed on February 21, 2012.) |
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| | 4.3 | | | Form of Global Note representing the 5.350% Notes due 2048 of the Company |
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| | 4.4 | | | Form of Global Note representing the 5.850% Notes due 2068 of the Company |
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| | 5.1 | | | Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated November 6, 2018 |
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| | 5.2 | | | Consent of Linda E. Jolly (included in Exhibit 5.1) |
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| | 12.1 | | | Computation of Ratio of Earnings to Fixed Charges |
