Note 17 - Subsequent Events

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Subsequent Events [Text Block]

17. Subsequent Events

Preferred Stock Conversion and Repurchase

On January 16, 2021, Corning’s Fixed Rate Cumulative Convertible Preferred Stock, Series A (the “Preferred Stock”) became convertible at the option of the holder, Samsung Display Co., Ltd. (“Samsung”). On April 5, 2021, Corning and Samsung entered into a Share Repurchase Agreement (“SRA”) associated with the conversion of the Preferred Stock into 115 million shares of common stock (“Common Shares”).  The Preferred Stock was converted to Common Shares on the Initial Closing Date.

● Pursuant to the SRA, Corning agreed to repurchase 35 million of the Common Shares for an aggregate purchase price of approximately $1.5 billion, of which approximately $507 million was paid on April 8, 2021 (the “Initial Closing Date”) and approximately $507 million will be paid on each of the first and second anniversaries of the Initial Closing Date.

● Of the remaining 80 million Common Shares held by Samsung, Corning may, in its sole discretion if requested by Samsung, repurchase up to an additional 22 million Common Shares in specified tranches from time to time in calendar years 2024 through 2027.  If Corning elects not to repurchase the Common Shares and Samsung sells the Common Shares on the open market, Corning may be subject to a make-whole payment to Samsung.

● The remaining 58 million shares of Common Stock are subject to a seven-year lock-up period expiring in 2027.