On August 14, 2019, Corning Incorporated (the “Company”) completed a public offering (the “Offering”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) and a Pricing Agreement (the “Pricing Agreement”), each dated August 6, 2019 and each between the Company and Morgan Stanley & Co. International plc, MUFG Securities EMEA plc and SMBC Nikko Securities America, Inc. (collectively, the “Underwriters”). Pursuant to the Offering, the Company sold to the Underwriters ¥31,300,000,000 aggregate principal amount of the Company’s 1.153% Notes due 2031 (the “2031 Notes”) and ¥5,900,000,000 aggregate principal amount of the Company’s 1.513% Notes due 2039 (the “2039 Notes” and, together with the 2031 Notes, the “Notes”).
The Notes were sold to the public at a price equal to 100.000% of the aggregate principal amount of the Notes. As set forth in the Company’s prospectus supplement dated August 6, 2019, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately ¥36.9 billion ($349.0 million). For purposes of calculating the expected net proceeds in U.S. dollars, the Company used the exchange rate of a U.S. dollar to Japanese yen as of August 5, 2019 of $1.00 to ¥105.73.
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 growth 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.
The Company offered and sold the Notes under the Company’s Registration Statement on Form
S-3
(Registration No.
333-222158)
(the “Registration Statement”), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. This Current Report on Form
8-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 Form
8-K
is qualified in its entirety by reference to the full text of the exhibits filed herewith.