What was the main purpose of this transaction for Corning?

The primary purpose for Corning was to gain full control over its interests in Hemlock Semiconductor, a key polysilicon manufacturer, and to receive a substantial cash payment of approximately $4.8 billion. This simplifies ownership structure and provides capital for other strategic initiatives.

How does this transaction impact Corning's ownership of Hemlock Semiconductor?

Corning's wholly-owned entity, NewCo, now holds approximately 40% of Hemlock Semiconductor Operations LLC and 50% of Hemlock Semiconductor LLC. While not full direct ownership of the entire Hemlock entity, this transaction consolidates Corning's effective control and financial interest in the business.

What is the significance of the $4.8 billion cash received?

The $4.8 billion cash infusion is a significant financial event for Corning. It provides the company with substantial liquidity that can be used for debt repayment, share repurchases, strategic investments, or other corporate purposes, enhancing financial flexibility.

Where can I find the financial impact of this deal?

The unaudited pro forma consolidated financial statements, including the balance sheet as of March 31, 2016, and statements of income for the three months ended March 31, 2016, and the year ended December 31, 2015, are attached as Exhibit 99.1 to this filing. These documents provide an overview of how the transaction would have affected Corning's financials.

GLW 8-K: Acquisitions & Dispositions & Regulation FD

Summary

Corning Incorporated (GLW) announced on June 2, 2016, the completion of a significant transaction with The Dow Chemical Company and its subsidiary Dow Corning Corporation. As of May 31, 2016, Corning exchanged its 50% stake in Dow Corning Corporation for 100% ownership of a newly formed entity, NewCo. This NewCo holds substantial interests in Hemlock Semiconductor Operations LLC and Hemlock Semiconductor LLC, along with approximately $4.8 billion in cash. This strategic move effectively consolidates Corning's ownership in Hemlock Semiconductor and provides a substantial cash infusion, altering the company's asset and liability structure. The filing includes pro forma financial information to reflect the impact of this transaction on Corning's financial statements.

Key Highlights

1Corning has completed its previously announced transaction with Dow Chemical Company, effective May 31, 2016.
2Corning exchanged its 50% interest in Dow Corning Corporation for 100% ownership of NewCo.
3NewCo holds approximately 40% of Hemlock Semiconductor Operations LLC and 50% of Hemlock Semiconductor LLC.
4Corning received approximately $4.8 billion in cash as part of the transaction.
5The transaction results in Dow Chemical Company holding 100% of Dow Corning Corporation, and Corning solely owning NewCo.
6Pro forma financial information reflecting the transaction's impact is filed with this report.
7A press release announcing the closing of the transaction was issued on June 1, 2016.

CORNING INC /NY 8-K Report, Acquisition Completed (Jun 3, 2016)

Summary

Key Highlights

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