PRICING AGREEMENT
Exhibit 1.2
August 4, 2017
Xxxxxxx Xxxxx International
0 Xxxx Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
MUFG Securities EMEA plc
Ropemaker Place
00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
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 August 4, 2017 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II-A, Schedule II-B and Schedule II-C 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 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, Schedule II-B and Schedule II-C hereto, as applicable, the principal amount of Securities set forth opposite the name of such Underwriters in Schedule I hereto.
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If the foregoing is in accordance with your understanding, please sign and return to us four 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/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Assistant Treasurer | |
| Accepted as of the date hereof: | ||
| XXXXXXX XXXXX INTERNATIONAL | ||
| By | /s/ Xxxxxxxxxxx Xxxx | |
| Name: | Xxxxxxxxxxx Xxxx | |
| Title: | Director, BofA Xxxxxxx Xxxxx EMEA DCM | |
| Accepted as of the date hereof: | ||
| MUFG SECURITIES EMEA PLC | ||
| By | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Executive Director | |
| Accepted as of the date hereof: | ||
| SMBC NIKKO SECURITIES AMERICA, INC. | ||
| By | /s/ Xxxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxxx Xxxxxx | |
| Title: | Managing Director | |
| Accepted as of the date hereof: | ||
| CITIGROUP GLOBAL MARKETS LIMITED | ||
| By | /s/ Simi Alabi | |
| Name: | Simi Alabi | |
| Title: | Delegated Signatory | |
SCHEDULE I
| Underwriter |
Principal Amount of 0.698% Notes due 2024 to be Purchased |
Principal Amount of 0.992% Notes due 2027 to be Purchased |
Principal Amount of 1.583% Notes due 2037 to be Purchased |
|||||||||
| Xxxxxxx Xxxxx International |
¥ | 6,650,000,000 | ¥ | 14,880,000,000 | ¥ | 3,170,000,000 | ||||||
| MUFG Securities EMEA plc |
¥ | 6,650,000,000 | ¥ | 14,880,000,000 | ¥ | 3,170,000,000 | ||||||
| SMBC Nikko Securities America, Inc. |
¥ | 6,650,000,000 | ¥ | 14,890,000,000 | ¥ | 3,160,000,000 | ||||||
| Citigroup Global Markets Limited |
¥ | 1,050,000,000 | ¥ | 2,350,000,000 | ¥ | 500,000,000 | ||||||
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| Total |
¥ | 21,000,000,000 | ¥ | 47,000,000,000 | ¥ | 10,000,000,000 | ||||||
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SCHEDULE II-A
| Title of Designated Securities | 0.698% Notes due 2024 (the “2024 Notes”) | |
| Aggregate Principal Amount | ¥21,000,000,000 | |
| Price to Public | 100.000% | |
| Purchase Price by Underwriters | 99.500% | |
| Specified Funds for Payment of Purchase Price | Same day funds in Japanese yen | |
| 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 | August 9, 2024 | |
| Interest Rate | 0.698% | |
| Interest Payment Dates | Each February 9 and August 9, commencing on February 9, 2018 | |
| Sinking Fund Provisions | None | |
| Defeasance Provisions | The 2024 Notes are subject to the Company’s ability to choose “full defeasance” or “covenant defeasance” as described in the preliminary prospectus supplement. | |
| Applicable Time | 9:51 a.m. (Tokyo time) on August 4, 2017 | |
| Time of Delivery | 9:00 a.m. (London time) on August 10, 2017 | |
| Closing Location | Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Delayed Delivery | n/a | |
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| Names and Addresses of Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Designated Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Address for Notices, etc. | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk Facsimile: x00 000 000-0000
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Legal – Primary Markets Email: xxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Debt Capital Markets – Transaction Management | |
II-2
SCHEDULE II-B
| Title of Designated Securities | 0.992% Notes due 2027 (the “2027 Notes”) | |
| Aggregate Principal Amount | ¥47,000,000,000 | |
| Price to Public | 100.000% | |
| Purchase Price by Underwriters | 99.400% | |
| Specified Funds for Payment of Purchase Price | Same day funds in Japanese yen | |
| 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 | August 10, 2027 | |
| Interest Rate | 0.992% | |
| Interest Payment Dates | Each February 10 and August 10, commencing on February 10, 2018 | |
| Sinking Fund Provisions | None | |
| Defeasance Provisions | The 2027 Notes are subject to the Company’s ability to choose “full defeasance” or “covenant defeasance” as described in the preliminary prospectus supplement. | |
| Applicable Time | 9:51 a.m. (Tokyo time) on August 4, 2017 | |
| Time of Delivery | 9:00 a.m. (London time) on August 10, 2017 | |
| Closing Location | Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Delayed Delivery | n/a | |
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| Names and Addresses of Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Designated Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Address for Notices, etc. | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk Facsimile: x00 000 000-0000
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Legal – Primary Markets Email: xxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Debt Capital Markets – Transaction Management | |
II-4
SCHEDULE II-C
| Title of Designated Securities | 1.583% Notes due 2037 (the “2037 Notes”) | |
| Aggregate Principal Amount | ¥10,000,000,000 | |
| Price to Public | 100.000% | |
| Purchase Price by Underwriters | 99.400% | |
| Specified Funds for Payment of Purchase Price | Same day funds in Japanese yen | |
| 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 | August 10, 2037 | |
| Interest Rate | 1.583% | |
| Interest Payment Dates | Each February 10 and August 10, commencing on February 10, 2018 | |
| Sinking Fund Provisions | None | |
| Defeasance Provisions | The 2037 Notes are subject to the Company’s ability to choose “full defeasance” or “covenant defeasance” as described in the preliminary prospectus supplement. | |
| Applicable Time | 9:51 a.m. (Tokyo time) on August 4, 2017 | |
| Time of Delivery | 9:00 a.m. (London time) on August 10, 2017 | |
| Closing Location | Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Delayed Delivery | n/a | |
| Names and Addresses of Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
II-5
| Designated Representatives | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Address for Notices, etc. | Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Syndicate Desk Facsimile: x00 000 000-0000
MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attention: Legal – Primary Markets Email: xxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx
SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Debt Capital Markets – Transaction Management | |
II-6
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 August 4, 2017. |
(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 July 31, 2017
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SCHEDULE IV
Filed Pursuant to Rule 433
Registration No. 333-201584
Supplementing the Preliminary Prospectus
Supplement dated July 28, 2017
(To a Prospectus dated January 16, 2015)
PRICING TERM SHEET
August 4, 2017
| Issuer: | Corning Incorporated | |
| Expected Ratings (Xxxxx’x/S&P)*: | [Reserved] | |
| Trade Date: | August 4, 2017 | |
| Settlement Date (T+4)**: | August 10, 2017 | |
| Denominations: | ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof | |
| Joint Book-Running Managers: | Xxxxxxx Xxxxx International MUFG Securities EMEA plc SMBC Nikko Securities America, Inc. | |
| Co-Manager: | Citigroup Global Markets Limited | |
0.698% Notes due 2024
| Security: | 0.698% Notes due 2024 (the “2024 Notes”) | |
| Principal Amount: | ¥21,000,000,000 | |
| Maturity Date: | August 9, 2024 | |
| Coupon: | 0.698% | |
| Interest Payment Dates: | Semi-annually on February 9 and August 9, commencing February 9, 2018 | |
| Price to Public: | 100.000% | |
| Reference Rate: | 0.158% (equivalent to 7-year Swap Mid Rate on Bloomberg “GDCO 157 1”, rounded up to three decimal places) | |
| Spread to Reference Rate: | + 54 bps | |
| Yield to Maturity: | 0.698% | |
| CUSIP / ISIN / Common Code: | 219350 BC8 / XS1659697665 / 165969766 | |
| Day Count: | 30/360 | |
| Redemption: | The notes will not be redeemable prior to maturity unless certain events occur involving United States taxation as described in the Preliminary Prospectus Supplement dated July 28, 2017 | |
| Business Day Centers: | New York, Tokyo and London | |
| Governing Law: | State of New York | |
| Record Dates: | January 26 and July 26 of each year | |
0.992% Notes due 2027
| Security: | 0.992% Notes due 2027 (the “2027 Notes”) | |
| Principal Amount: | ¥47,000,000,000 | |
| Maturity Date: | August 10, 2027 | |
| Coupon: | 0.992% | |
| Interest Payment Dates: | Semi-annually on February 10 and August 10, commencing February 10, 2018 | |
| Price to Public: | 100.000% | |
IV-1
| Reference Rate: | 0.252% (equivalent to 10-year Swap Mid Rate on Bloomberg “GDCO 157 1”, rounded up to three decimal places) | |
| Spread to Reference Rate: | + 74 bps | |
| Yield to Maturity: | 0.992% | |
| CUSIP / ISIN / Common Code: | 219350 BD6 / XS1659698473 / 165969847 | |
| Day Count: | 30/360 | |
| Redemption: | The notes will not be redeemable prior to maturity unless certain events occur involving United States taxation as described in the Preliminary Prospectus Supplement dated July 28, 2017 | |
| Business Day Centers: | New York, Tokyo and London | |
| Governing Law: | State of New York | |
| Record Dates: | January 27 and July 27 of each year | |
1.583% Notes due 2037
| Security: | 1.583% Notes due 2037 (the “2037 Notes”) | |
| Principal Amount: | ¥10,000,000,000 | |
| Maturity Date: | August 10, 2037 | |
| Coupon: | 1.583% | |
| Interest Payment Dates: | Semi-annually on February 10 and August 10, commencing February 10, 2018 | |
| Price to Public: | 100.000% | |
| Reference Rate: | 0.643% (equivalent to 20-year Swap Mid Rate on Bloomberg “GDCO 157 1”, rounded up to three decimal places) | |
| Spread to Reference Rate: | + 94 bps | |
| Yield to Maturity: | 1.583% | |
| CUSIP / ISIN / Common Code: | 219350 BE4 / XS1659698804 / 165969880 | |
| Day Count: | 30/360 | |
| Redemption: | The notes will not be redeemable prior to maturity unless certain events occur involving United States taxation as described in the Preliminary Prospectus Supplement dated July 28, 2017 | |
| Business Day Centers: | New York, Tokyo and London | |
| Governing Law: | State of New York | |
| Record Dates: | January 27 and July 27 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 August 10, 2017, which is the 4th Tokyo 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. Accordingly, purchasers who wish to trade the notes earlier than the 2nd London business day before August 10, 2017 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 2024 Notes, the 2027 Notes and the 2037 Notes are being offered separately, and are not part of a unit. The closing of each series of notes is not conditioned on the closing of any other series of notes.
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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the
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offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Xxxxx International at (000) 000-0000 (toll free), MUFG Securities EMEA plc at x00-00-0000-0000 or by calling SMBC Nikko Securities America, Inc. at (000) 000-0000.
IV-3
