Item 1.01 Entry into a Material Definitive Agreement
Corning Incorporated ("Corning" or the "Company") entered into a new
$1,500,000,000 Credit Agreement (the "Credit Agreement"), dated as of June 6,
2022, among the Company, the lenders parties thereto and JPMorgan Chase Bank,
N.A., as administrative agent for such lenders, which replaces the Company's
existing $1,500,000,000 Credit Agreement dated August 18, 2018 (the "Existing
Credit Agreement").
Under the Credit Agreement, borrowings are available in Dollars, Sterling, Yen
and Euros to Corning and any direct or indirect wholly-owned subsidiary of
Corning in a maximum amount outstanding at any one time of $1,500,000,000 (the
"Commitment Amount"). The Commitment Amount may be increased over the term by up
to $500,000,000 subject to existing or new lenders committing to fund such
increase.
The rate of interest payable under the Credit Agreement, at Corning's option, is
equal to Adjusted Term SOFR, which is Term SOFR plus 0.10% per annum (or the
EURIBO Rate with respect to Euro denominated advances, the TIBO Rate in the case
of Yen denominated advances or the SONIA Rate in the case of Sterling
denominated advances), or, with the Company's consent, an alternate rate of
interest should any of the foregoing rates cease to be available, plus a margin
ranging from 0.685% to 1.125% or a base rate plus a margin ranging from 0.000%
to 0.125%. The actual margin is adjustable based upon the debt ratings issued
from time to time with respect to Corning's unsecured debt by Moody's Investors
Service, Inc. and Standard & Poor's. For this purpose, the "base rate" is the
highest of the rate quoted by The Wall Street Journal from time to time as its
prime rate, the New York Federal Reserve Bank rate plus 0.5% or the one-month
Adjusted Term SOFR plus 1.0%. Corning is also obligated to pay quarterly
facilities fees on the aggregate commitments under the Credit Agreement.
The Credit Agreement is scheduled to terminate on June 6, 2027 (the "Termination
Date"). The Termination Date may be extended by up to two additional one-year
periods on any anniversary of the Credit Agreement's closing date on Corning's
request and subject to the consent of the lenders. The Credit Agreement contains
affirmative and negative covenants that Corning must comply with, including (a)
periodic financial reporting requirements, (b) maintaining a ratio of
consolidated debt for borrowed money to consolidated total capital of no greater
than 0.60 to 1.00, (c) limitation on liens, (d) limitation on the incurrence of
subsidiary indebtedness, and (e) limitation on mergers, as well as other
customary covenants. Loans to subsidiaries under the Credit Agreement will be
unconditionally guaranteed by Corning.
The Credit Agreement provides for customary events of default with corresponding
grace periods, including failure to pay any principal or interest when due,
failure to perform or observe covenants, bankruptcy or insolvency events and
change of control. Upon the occurrence of an event of default, the obligations
of the lenders to make advances may be terminated and the Company's obligation
to repay advances may be accelerated.
At the time of the Credit Agreement was executed, there were no borrowings
outstanding under the Existing Credit Agreement and there are no amounts
outstanding under the Credit Agreement.
From time to time, certain of the lenders under the Credit Agreement and their
affiliates provide customary commercial and investment banking services to the
Company.
The foregoing description of the material terms of the Credit Agreement is
qualified in its entirety by reference to the Credit Agreement, which is
attached as Exhibit 10.1 to this report and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
As described in Item 1.01 of this report, which is incorporated by reference
into this Item 1.02, the Credit Agreement replaces the Existing Credit
Agreement.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this report is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Credit Agreement dated as of June 6, 2022, among the Company, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent for such
lenders.
Exhibit No. Description
10.1 Credit Agreement dated as of June 6, 2022, among the Company, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent for such lenders.
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