Pricing Agreement, dated May 9, 2023, between the Company and the Underwriters
Exhibit 1.2
Pricing Agreement
May 9, 2023
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
J.P. Morgan Securities plc
25 Bank Street
London
E14 5JP
United Kingdom
As Representatives of the several Underwriters
Ladies and Gentlemen:
Corning Incorporated, a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 9, 2023 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II-A and Schedule II-B hereto (the “Designated Securities” ). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty that refers to the Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Pricing Disclosure Package or Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Pricing Disclosure Package or the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II-A and Schedule II-B hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, severally and not jointly, at the time and place and at the purchase price to the Underwriters set forth in Schedule II-A and Schedule II-B, the principal amount of Securities set forth opposite the name of such Underwriters in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company.
| Very truly yours, | |||
| CORNING INCORPORATED | |||
| By | /s/Stephen C. Propper | ||
| Name: | Stephen C. Propper | ||
| Title: | Vice President and Treasurer | ||
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: | |||
| GOLDMAN SACHS & CO. LLC | |||
| By | /s/Caitlin DeSantis | ||
| Name: | Caitlin DeSantis | ||
| Title: | Managing Director | ||
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: | |||
| J.P. MORGAN SECURITIES PLC | |||
| By | /s/Robert Chambers | ||
| Name: | Robert Chambers | ||
| Title: | Executive Director | ||
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: | |||
| ACADEMY SECURITIES, INC. | |||
| By | /s/Michael Boyd | ||
| Name: | Michael Boyd | ||
| Title: | Chief Compliance Officer | ||
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: | |||
| MERRILL LYNCH INTERNATIONAL | |||
| By | /s/Angus Reynolds | ||
| Name: | Angus Reynolds | ||
| Title: | Authorised Signatory | ||
[Signature Page to Pricing Agreement]
| Accepted as of the date hereof: | |||
| STANDARD CHARTERED BANK | |||
| By | /s/Patrick Dupont-Liot | ||
| Name: | Patrick Dupont-Liot | ||
| Title: | Managing Director, Debt Capital Markets | ||
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriter | Principal Amount | Principal Amount |
| Goldman Sachs & Co. LLC | €120,000,000 | €220,000,000 |
| J.P. Morgan Securities LLC | 120,000,000 | 220,000,000 |
| Academy Securities, Inc. | 20,000,000 | 36,667,000 |
| Merrill Lynch International | 20,000,000 | 36,667,000 |
| Standard Chartered Bank | 20,000,000 | 36,666,000 |
| Total | €300,000,000 | €550,000,000 |
SCHEDULE II-A
| 3.875% Notes due 2026 | |
| Title of Designated Securities | 3.875% Notes due 2026 (the “2026 Notes”) |
| Aggregate Principal Amount | €300,000,000 |
| Price to Public | 99.986% |
| Purchase Price by Underwriters | 99.636% |
| Specified Funds for Payment of Purchase Price | Same day funds in euro |
| Indenture | Indenture, dated as of November 8, 2000, between Corning Incorporated and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee |
| Maturity | May 15, 2026 |
| Interest Rate | 3.875% per annum |
| Interest Payment Dates | Annually on May 15, commencing May 15, 2024 |
| Sinking Fund Provisions | None |
| Defeasance Provisions | The 2026 Notes are subject to the Company’s ability to choose “full defeasance” or “covenant defeasance” as described in the preliminary prospectus supplement. |
| Applicable Time | 3:16 p.m. (New York time) on May 9, 2023 |
| Time of Delivery | 9:00 a.m. (London time) on May 15, 2023 |
| Closing Location | Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 |
| Delayed Delivery | N/A |
| Names and Addresses of Representatives | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
| Designated Representatives | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
| Address for Notices, etc. | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
SCHEDULE II-B
| 4.125% Notes due 2031 | |
| Title of Designated Securities | 4.125% Notes due 2031 (the “2031 Notes”) |
| Aggregate Principal Amount | €550,000,000 |
| Price to Public | 99.666% |
| Purchase Price by Underwriters | 99.166% |
| Specified Funds for Payment of Purchase Price | Same day funds in euro |
| Indenture | Indenture, dated as of November 8, 2000, between Corning Incorporated and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee |
| Maturity | May 15, 2031 |
| Interest Rate | 4.125% per annum |
| Interest Payment Dates | Annually on May 15, commencing May 15, 2024 |
| Sinking Fund Provisions | None |
| Defeasance Provisions | The 2031 Notes are subject to the Company’s ability to choose “full defeasance” or “covenant defeasance” as described in the preliminary prospectus supplement. |
| Applicable Time | 3:16 p.m. (New York time) on May 9, 2023 |
| Time of Delivery | 9:00 a.m. (London time) on May 15, 2023 |
| Closing Location | Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 |
| Delayed Delivery | N/A |
| Names and Addresses of Representatives | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
| Designated Representatives | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
| Address for Notices, etc. | Goldman Sachs & Co. LLC J.P. Morgan Securities plc |
SCHEDULE III
Documents in Pricing Disclosure Package:
(a) Issuer Free Writing Prospectus:
| · | Final term sheet substantially in the form set forth in Schedule IV hereto, as filed with the Commission pursuant to Rule 433 and dated May 9, 2023. |
(b) Additional Information in Pricing Disclosure Package:
None.
(c) Additional Documents Incorporated by Reference:
None.
Additional Issuer Free Writing Prospectus Not in Pricing Disclosure Package:
Roadshow Presentation relating to the Company and Designated Securities, released on May 2, 2023.
SCHEDULE IV
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 |
| Co-Managers: | Academy Securities, Inc. |
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 ###-###-#### or by calling J.P. Morgan Securities plc at +44-207-134-2468.
