Corning Announces Total Consideration For Cash Tender Offer

Corning Incorporated (NYSE:GLW) announced today the reference yield and total consideration for each series of debentures subject to its previously announced cash tender offer. The reference yields were determined at 2 p.m., New York City time today, Nov. 8, 2012. The total consideration for each series of debentures is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of debentures subject to the tender offer who validly tender and do not validly withdraw their debentures before the Early Tender Date, which is 5 p.m., New York City time, today, unless extended. The total consideration also includes the Early Tender Premium set forth in the table below. All payments for debentures purchased in the tender offer will also include accrued and unpaid interest on the principal amount tendered up to, but not including, the tender offer settlement date, which is currently expected to be Tuesday, Nov. 27, 2012.
Tender Total
Consideration Consideration
Reference Fixed per $1,000 per $1,000
Acceptance U.S. Spread Principal Early Principal
Priority Treasury Reference (basis Amount of Tender Amount of
Title of Security   Level   Security   Yield   points)   Debentures   Premium(1)   Debentures(2)
8.875% Debentures due August 15, 2021 1 1.625% due August 15, 2022 1.592% 140 bps $1,418.37 $30 $1,448.37
8.875% Debentures due March 15, 2016 2 0.75% due October 31, 2017 0.643% 37.5 bps $1,224.31 $30 $1,254.31
6.75% Debentures due September 15, 2013 3 0.75% due September 15, 2013 0.170% 0 bps $1,022.58 $30 $1,052.58


Per $1,000 principal amount of debentures accepted for purchase. An Early Tender Premium will be paid to holders of debentures who tender, and do not validly withdraw, their debentures on or before 5 p.m., New York City time, on Nov. 8, 2012, unless extended.


Total consideration per $1,000 principal amount of debentures includes the Early Tender Premium of $30 per $1,000 principal amount of debentures.

Tendered debentures will be accepted in the order of the Acceptance Priority Levels set forth in the table above, up to an aggregate principal amount of $75,000,000. Under certain circumstances, the Company will accept tendered debentures of one or more of the series on a pro rata basis as further described in the Offer to Purchase, dated Oct. 26, 2012.

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