UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2016
Lincoln National Corporation
(Exact name of registrant as specified in its charter)
Indiana | 1-6028 | 35-1140070 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
150 N. Radnor Chester Road Radnor, PA |
19087 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (484) 583-1400
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events |
On December 19, 2016, Lincoln National Corporation (the Company) announced the early tender results of its previously announced cash tender offers (the Tender Offers) for certain outstanding series of senior notes of the Company, and the upsizing of the previously announced cash tender offer for the Companys 8.75% Senior Notes due 2019.
Additionally, on December 19, 2016, the Company announced the pricing terms of the Tender Offers.
Copies of the press releases are attached as Exhibits 99.1 and 99.2 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release, dated December 19, 2016 | |
99.2 | Press Release, dated December 19, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LINCOLN NATIONAL CORPORATION | ||
/s/ Randal J. Freitag | ||
By: | Randal J. Freitag | |
Title: | Executive Vice President and Chief Financial Officer |
Dated: December 19, 2016
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated December 19, 2016 | |
99.2 | Press Release, dated December 19, 2016 |
Exhibit 99.1
Lincoln Financial Group Announces the Early Tender Results and Upsizing of Its Cash Tender Offers
For Certain Outstanding Debt Securities
(RADNOR, Pa.) December 19, 2016Lincoln Financial Group (NYSE: LNC) (the Company) today announced that, pursuant to its previously announced cash tender offers (the Offers) for (i) up to $175,000,000 aggregate principal amount of its 8.75% Senior Notes due 2019 (the 8.75% Notes) and (ii) up to $150,000,000 aggregate principal amount of its 6.15% Senior Notes due 2036 (the 6.15% Notes and, together with the 8.75% Notes, the Notes), approximately $450 million in aggregate principal amount of Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 16, 2016 (the Early Tender Deadline).
The Company also announced that it increased the Tender Cap for the cash tender offer for the 8.75% Notes from $175,000,000 to $200,000,000. The terms and conditions of the Offers are described in the Offer to Purchase dated December 5, 2016 (as amended, the Offer to Purchase) and the related Letter of Transmittal (the Letter of Transmittal), and remain unchanged except as amended hereby.
The following table sets forth certain information regarding the Notes and the Offers, including the aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and the applicable proration factor for each series of Notes:
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Tender Cap (Principal Amount) |
Aggregate Principal Amount Tendered |
Proration Factor (1) |
|||||||||||||||
8.75% Senior Notes due 2019 |
534187AX7 | $ | 487,056,000 | $ | 200,000,000 | $ | 288,987,000 | 69.21 | % | |||||||||||
6.15% Senior Notes due 2036 |
534187AR0 | $ | 498,000,000 | $ | 150,000,000 | $ | 160,725,000 | 93.33 | % |
(1) | Rounded to the nearest hundredth of one percent. |
Because the aggregate principal amount of the 8.75% Notes and the 6.15% Notes validly tendered and not withdrawn prior to the Early Tender Deadline exceeds the applicable Tender Cap, each series of Notes will be subject to proration, as described in the Offer to Purchase and the Letter of Transmittal, based on the applicable proration factor set forth above. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.
As previously announced, the Total Consideration (as defined in the Offer to Purchase) for each series of Notes will be determined at 2:00 p.m., New York City time, today, December 19, 2016, as described in the Offer to Purchase and the Letter of Transmittal. Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes validly tendered by such holders and accepted for purchase by the Company. Accrued interest up to, but not including, the Early Settlement Date (as defined below) will be paid in cash on all Notes accepted for purchase by the Company.
The settlement date for the Notes accepted by the Company in connection with the Early Tender Deadline is expected to be on December 20, 2016 (the Early Settlement Date).
Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on January 3, 2017, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline.
The Company reserves the absolute right, subject to applicable law, to: (i) waive any or all conditions to the Offers; (ii) extend, terminate or withdraw each Offer; or (iii) otherwise amend the Offers in any respect.
Information Relating to the Offers
Wells Fargo Securities, LLC, BofA Merrill Lynch and Citigroup Global Markets, Inc. are acting as the dealer managers for the Offers. The information agent and tender agent for the Offers is Global Bondholder Services Corp. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting Global Bondholder Services Corp. at (866) 470-3900 (toll-free) or (212) 430-3774 (banks and brokers). Questions regarding the Offers should be directed to Wells Fargo Securities, LLC, at (704) 410-4760 (collect) or (866) 309-6316 (toll free), BofA Merrill Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), or Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Lincoln Financial Group
Lincoln Financial Group provides advice and solutions that help empower Americans to take charge of their financial lives with confidence and optimism. Today, more than 17 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, as well as to guard against long-term care expenses.
Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The Company had $228 billion in assets under management as of September 30, 2016. Learn more at: www.LincolnFinancial.com. Find us on Facebook, Twitter, LinkedIn and YouTube. To sign up for email alerts, please visit our Newsroom at http://newsroom.lfg.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements regarding the cash tender offers for certain outstanding senior notes of the Company. A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: believe, anticipate, expect, estimate, project, will, shall and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. For a list and description of some of such risks and uncertainties, see the Companys periodic reports filed with the Securities and Exchange Commission (the SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Companys filings with the SEC. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time-to-time, and it is not possible for management to predict all such risk factors.
Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, except as required by law, we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
-2-
Contacts
Lincoln Financial Group
Chris Giovanni
484-583-1793
Investor Relations
InvestorRelations@LFG.com
or
Michael Arcaro
484-583-1799
Media Relations
michael.arcaro@LFG.com
-3-
Exhibit 99.2
Lincoln Financial Group Announces the Pricing Terms of Its Cash Tender Offers
For Certain Outstanding Debt Securities
(RADNOR, Pa.) December 19, 2016Lincoln Financial Group (NYSE: LNC) (the Company) today announced the pricing terms of its previously announced cash tender offers (the Offers) for (i) up to $200,000,000 aggregate principal amount of its 8.75% Senior Notes due 2019 (the 8.75% Notes) and (ii) up to $150,000,000 aggregate principal amount of its 6.15% Senior Notes due 2036 (the 6.15% Notes and, together with the 8.75% Notes, the Notes). The terms and conditions of the Offers are described in the Offer to Purchase dated December 5, 2016 (as amended, the Offer to Purchase) and the related Letter of Transmittal (the Letter of Transmittal), and remain unchanged except as amended hereby and by the Companys press release earlier today, December 19, 2016.
The Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on December 16, 2016 (the Early Tender Deadline) and whose Notes are accepted for purchase by the Company. The Reference Yields (as determined pursuant to the Offer to Purchase) listed in the table were determined at 2:00 p.m., New York City time, today, December 19, 2016, by the dealer managers (identified below). The Total Consideration for each series of Notes includes an early tender premium of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the Company.
Title of Security |
CUSIP |
Reference |
Reference |
Fixed |
Total |
|||||||||||||
8.75% Senior Notes due 2019 |
534187AX7 | 1.00% UST due 11/15/19 |
1.533% | 60 bps | $ | 1,162.15 | ||||||||||||
6.15% Senior Notes due 2036 |
534187AR0 | 2.25% UST due 08/15/46 |
3.146% | 160 bps | $ | 1,176.08 |
As announced earlier today, the Company will accept the Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline, subject to proration. Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on January 3, 2017, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Deadline.
All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered up to, but not including, the Early Settlement Date, which is currently expected to be December 20, 2016. In accordance with the terms of the Offers, the withdrawal deadline was 5:00 p.m., New York City time, on December 16, 2016. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
The Company reserves the absolute right, subject to applicable law, to: (i) waive any or all conditions to the Offers; (ii) extend, terminate or withdraw each Offer; or (iii) otherwise amend the Offers in any respect.
Information Relating to the Offers
Wells Fargo Securities, LLC, BofA Merrill Lynch and Citigroup Global Markets, Inc. are acting as the dealer managers for the Offers. The information agent and tender agent for the Offers is Global Bondholder Services Corp.
Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting Global Bondholder Services Corp. at (866) 470-3900 (toll-free) or (212) 430-3774 (banks and brokers). Questions regarding the Offers should be directed to Wells Fargo Securities, LLC, at (704) 410-4760 (collect) or (866) 309-6316 (toll-free), BofA Merrill Lynch at (980) 387-3907 (collect) or (888) 292-0070 (toll-free), or Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Lincoln Financial Group
Lincoln Financial Group provides advice and solutions that help empower Americans to take charge of their financial lives with confidence and optimism. Today, more than 17 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, as well as to guard against long-term care expenses.
Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. The Company had $228 billion in assets under management as of September 30, 2016. Learn more at: www.LincolnFinancial.com. Find us on Facebook, Twitter, LinkedIn and YouTube. To sign up for email alerts, please visit our Newsroom at http://newsroom.lfg.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements regarding the cash tender offers for certain outstanding senior notes of the Company. A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: believe, anticipate, expect, estimate, project, will, shall and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. For a list and description of some of such risks and uncertainties, see the Companys periodic reports filed with the Securities and Exchange Commission (the SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Companys filings with the SEC. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time-to-time, and it is not possible for management to predict all such risk factors.
Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, except as required by law, we disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Lincoln Financial Group
Chris Giovanni
484-583-1793
Investor Relations
InvestorRelations@LFG.com
or
Michael Arcaro
484-583-1799
Media Relations
michael.arcaro@LFG.com
-2-
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