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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Corning Inc./NY 8-K:1,2,9 3/12/24 15:1.8M DG3/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 34K
2: EX-10.1 Transaction Agreement Dated as of March 12, 2024 HTML 724K
3: EX-10.2 Construction Agency Agreement Dated as of March HTML 147K
12, 2024
4: EX-10.3 Lease, Mortgage, Assignment of Leases HTML 323K
5: EX-10.4 Guaranty From Corning Incorporated Dated March 12, HTML 105K
2024
10: R1 Cover HTML 51K
12: XML IDEA XML File -- Filing Summary XML 12K
15: XML XBRL Instance -- glw4309191-8k_htm XML 24K
11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
9: EX-101.DEF XBRL Definitions -- glw-20240312_def XML 75K
8: EX-101.LAB XBRL Labels -- glw-20240312_lab XML 105K
7: EX-101.PRE XBRL Presentations -- glw-20240312_pre XML 72K
6: EX-101.SCH XBRL Schema -- glw-20240312 XSD 15K
13: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K
14: ZIP XBRL Zipped Folder -- 0001206774-24-000271-xbrl Zip 328K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report: (Date of earliest event reported) | i March 12, 2024 |
(Exact name of registrant as specified in its charter)
| i New York (State or other jurisdiction of incorporation) |
i 1-3247 (Commission File Number) |
i 16-0393470 (I.R.S. Employer Identification No.) |
| i One Riverfront Plaza, i Corning,
i New York (Address of principal executive offices) |
i 14831 (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i 3.875% Notes due 2026 i 4.125% Notes due 2031 |
i GLW26 i GLW31 |
i New York Stock Exchange i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | i ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ☐ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement
On March 12, 2024, Solar Technology LLC (“ST”), a wholly-owned subsidiary of Corning Incorporated (the “Company”) entered into certain agreements related to the construction and leasing of a planned manufacturing facility in Hemlock, Michigan (the “Facility” together with the site ground leasehold interest, the “Leased Property”). Among others, those agreements included (collectively, the “Transaction Documents”):
| 1. | A Transaction Agreement (the “Transaction Agreement”) among ST, as Lessee and Construction Agent, BA Leasing BSC, LLC, as Lessor (“BAL”), Bank of America, N.A., not in its individual capacity, except as expressly stated therein, but solely as Administrative Agent (“BofA”), and the persons named on Schedule II thereto, as “Participant Interest Parties”; |
| 2. | a Construction Agency Agreement (the “Construction Agency Agreement”) between ST and BAL; and |
| 3. | a Lease, Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Lease”) between ST and BAL. |
Cost of construction of the Facility is expected not to exceed $835 million. ST’s obligations under the Transaction Documents will be guaranteed by a Company Guaranty (the “Guaranty”). The Facility will be constructed on property owned by DC HSC Holdings LLC, another wholly-owned subsidiary of the Company, which will be leased to BAL under a long-term ground lease.
Pursuant to the Construction Agency Agreement, ST will act as the Construction Agent for BAL in connection with the design, construction and development of the Facility. Construction is expected to be completed approximately 26 months following the commencement of construction.
Construction advances will be made monthly to ST as Construction Agent for the Facility, and interest will be paid to the Participant Interest Parties by capitalizing accrued interest into the lease balance. After construction is completed, ST will lease the Facility from BAL for a term of approximately five years (the “Term”) and rent paid by ST will be passed directly through to the Participant Interest Parties in the form of interest and principal. In addition, ST will pay all operating costs (including taxes, insurance and utility costs) and all costs of repairs to the Facility.
Under the Lease, ST may, on any payment date during the Term occurring after the second anniversary of the Base Term Commencement Date, and with not less than 30 days’ notice, elect to purchase the Leased Property for an amount approximately equal to the sum required to repay the amount of the Participants Interest Parties’ investment in the Facility and any accrued but unpaid rent.
If ST is not in default under the Lease, at least 120 days prior to the end of the Term, ST must elect to do one of the following:
(a) extend the Lease for an additional five years with the consent of BAL and the other Participant Interest Parties; (b) purchase the Facility; or (c) arrange a sale of the Facility to a third party.
The Transaction Documents contain financial and operating covenants substantially similar to the covenants set forth in the Credit Agreement, dated June 6, 2022, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other financial institutions party thereto. The Lease also includes certain early termination events relating to the occurrence of certain material events of loss or material environmental events relating to the Facility.
Copies of the Transaction Agreement, Construction Agency Agreement, Lease, and Guaranty are attached hereto. The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number Description
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CORNING INCORPORATED Registrant | ||
Date: March 15, 2024 |
By | /s/ Edward A. Schlesinger |
| Edward A. Schlesinger | ||
| Executive Vice President and Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/24 | |||
| For Period end: | 3/12/24 | |||
| 6/6/22 | 8-K | |||
| List all Filings | ||||