Lincoln National Corporation (NYSE:LNC) Files An 8-K Other Events
Item8.01. Other Events.
New Senior Notes
On December12, 2016, Lincoln National Corporation (the Company)
completed the issuance and sale of $400,000,000 aggregate
principal amount of its 3.625% Senior Notes due 2026 (the Notes),
at a price to the public of 99.882% (the Notes Offering). The
Notes Offering was completed to the Prospectus, filed as a part
of the Companys Registration Statement on Form S-3, dated
December19, 2014 (the Form S-3), as supplemented by a prospectus
supplement in preliminary form dated December5, 2016 and in final
form dated December5, 2016 and a free writing prospectus dated
December5, 2016. In connection with the Notes Offering, the
Company entered into an Underwriting Agreement, dated December5,
2016 (the Underwriting Agreement), with Wells Fargo Securities,
LLC; Goldman, Sachs Co.; J.P. Morgan Securities LLC and BNP
Paribas Securities Corp. (collectively, the Underwriters). The
Notes were sold to the Underwriters with underwriting discounts
and commissions of 0.650%. The Notes were issued under the Senior
Indenture, dated as of March10, 2009, between the Company and The
Bank of New York Mellon, as trustee (the Senior Indenture).
The Notes are the Companys senior unsecured debt obligations, and
rank equally with all of the Companys other present and future
unsecured unsubordinated obligations. The Notes bear interest at
a per-annum rate of 3.625%. The Company will make interest
payments on the Notes semi-annually in arrears on March12 and
September12 of each year, beginning on March12, 2017. Interest on
the Notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
The Notes will mature on December12, 2026. However, the Notes are
redeemable, in whole or in part, at the Companys option, at any
time or from time to time prior to September12, 2026, by paying
the greater of (i) 50% of the principal amount of the Notes to be
redeemed and (ii)the make-whole amount, plus, in each case,
accrued and unpaid interest to the date of redemption. Make-whole
amount means the sum of the present values of the remaining
scheduled payments on the Notes to be redeemed, discounted to the
date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months), at a rate equal to the
sum of the applicable treasury rate plus 20 basis points.
Remaining scheduled payments means the remaining scheduled
payments of principal and interest on the Notes that would be due
after the related redemption date if such Notes matured on
September12, 2026, but for that redemption. If that redemption
date is not an interest payment date with respect to the Notes
called for redemption, the amount of the next succeeding
scheduled interest payment on such Notes will be reduced by the
amount of interest accrued to such redemption date. The Notes are
redeemable, in whole or in part, at the option of the Company, at
any time or from time to time on or after September12, 2026, at a
redemption price equal to 50% of the principal amount of the
Notes to be redeemed.
The Senior Indenture contains customary events of default. If an
event of default exists under the Senior Indenture, the trustee
or the holders of not less than 25% in aggregate principal amount
of the outstanding Notes may declare the principal amount of all
of the Notes, together with accrued interest, if any, to be
immediately due and payable.
From time to time, in the ordinary course of their business,
certain of the Underwriters and their affiliates have provided,
and may in the future provide, various financial advisory,
investment banking, commercial banking or investment management
services to us and our affiliates, for which they have received
and may continue to receive customary fees and commissions. In
particular, Wells Fargo Securities, LLC and JPMorgan Chase Bank,
N.A. serve as joint lead arrangers and joint bookrunners, Wells
Fargo Bank, National Association serves as syndication agent, and
Wells Fargo Bank, National Association, Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A. and BNP Paribas serve as lenders on our
revolving credit facility. Additionally, certain of the
Underwriters and their respective affiliates may hold positions
in the debt securities included in the Tender Offers (as defined
below) for their own account and/or for the accounts of their
customers. Further, Wells Fargo Securities, LLC is acting as a
dealer manager for the Tender Offers. In addition, the
Underwriters and their affiliates may, from time to time, engage
in transactions with or perform services for us in the ordinary
course of business, including acting as distributors of various
life, annuity, defined contribution and investment products of
our subsidiaries. From time to time, certain of the Underwriters
and their affiliates may effect transactions for their own
account or the account of customers, and hold on behalf of
themselves or their customers, long or short positions in our
debt or equity securities or loans, and may do so in the future.
The Company has determined that the closing of the Notes Offering
satisfies the financing condition of its previously announced
cash tender offers for certain of the Companys outstanding senior
notes (the Tender Offers) as described in the Companys offer to
purchase, dated December5, 2016. The Tender Offers remain subject
to certain other conditions, including the absence of any adverse
legal and market developments.
The foregoing summary of the terms of the Underwriting Agreement
and the Notes does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of (i)the
Underwriting Agreement, attached hereto as Exhibit 1.1; (ii) the
Senior Indenture, incorporated by reference in Exhibit 4.1 to the
Form S-3; and (iii)the form of the Notes, attached hereto as
Exhibit 4.1, which are incorporated herein by reference.
This report is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section10 of the Securities Act of 1933, as
amended.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
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| 1.1 |
Underwriting Agreement, dated December5, 2016, between Lincoln National Corporation, on the one hand, and Wells Fargo Securities, LLC; Goldman, Sachs Co.; J.P. Morgan Securities LLC and BNP Paribas Securities Corp., on the other hand. |
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| 4.1 | Form of 3.625% Senior Notes due 2026. | |
| 5.1 |
Opinion of Stephen E. Rahn, Senior Vice President and Associate Senior Counsel of Lincoln National Corporation. |
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| 5.2 | Opinion of Wachtell, Lipton, Rosen Katz. | |
| 23.1 |
Consent of Stephen E. Rahn, Senior Vice President and Associate Senior Counsel of Lincoln National Corporation (included in Exhibit 5.1 of this Current Report on Form 8-K). |
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| 23.2 |
Consent of Wachtell, Lipton, Rosen Katz (included in Exhibit 5.2 of this Current Report on Form 8-K). |
About Lincoln National Corporation (NYSE:LNC)
Lincoln National Corporation is a holding company, which operates insurance and retirement businesses through subsidiary companies. The Company sells a range of wealth protection, accumulation and retirement income products and solutions, through its business segments. It operates through four segments: Annuities segment, which offers fixed (including indexed) and variable annuities; Retirement Plan Services segment, which provides employers with retirement plan products and services; Life Insurance segment, which focuses in the creation and protection of wealth through life insurance products, and Group Protection, which offers principally group non-medical insurance products. These products include fixed and indexed annuities, variable annuities, universal life insurance, variable universal life insurance, linked-benefit UL, term life insurance, indexed universal life insurance, employer-sponsored retirement plans and services, and group life, disability and dental. Lincoln National Corporation (NYSE:LNC) Recent Trading Information
Lincoln National Corporation (NYSE:LNC) closed its last trading session down -0.95 at 67.18 with 2,107,860 shares trading hands.