UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
New Senior Notes
On August 19, 2019, Lincoln National Corporation (the “Company”) completed the issuance and sale of $500,000,000 aggregate principal amount of its 3.050% Senior Notes due 2030 (the “Notes”), at a price to the public of 99.896% (the “Notes Offering”).
We intend to use the net proceeds of the Notes Offering to purchase the notes tendered and accepted for payment in our Tender Offer (as defined below) and for the repayment or redemption, on or prior to maturity, of our outstanding 6.250% Senior Notes due 2020, $300 million aggregate principal amount of which is outstanding. The balance of the net proceeds will be used for general corporate purposes.
The Notes Offering was completed pursuant to the Prospectus, filed as a part of the Company’s Registration Statement on Form S-3, dated September 29, 2017 (the “Form S-3”), as supplemented by a prospectus supplement in preliminary form dated August 12, 2019 and in final form dated August 12, 2019, and a free writing prospectus dated August 12, 2019. As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2019, in connection with the Notes Offering, the Company entered into an Underwriting Agreement, dated August 12, 2019 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and BNP Paribas Securities Corp., as representatives of the several underwriters named therein (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 March 10, 2009, between the Company and The Bank of New York Mellon, as trustee (the “Senior Indenture”).
The Notes are the Company’s senior unsecured debt obligations, and rank equally with all of the Company’s other present and future unsecured unsubordinated obligations. The Notes bear interest at a per-annum rate of 3.050%. The Company will make interest payments on the Notes semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. 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 January 15, 2030. However, the Notes are redeemable, in whole or in part, at the Company’s option, at any time or from time to time prior to October 15, 2029, by paying the greater of (i) 100% 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. The “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 25 basis points. The “remaining scheduled payments” mean 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 October 15, 2029, 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.
At any time and from time to time on or after October 15, 2029, the Notes are redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the date of redemption.
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.
The Company has determined that the closing of the Notes Offering satisfies the financing condition of its previously announced cash tender offer for certain of the Company’s outstanding senior notes (the “Tender Offer”) as described in the Company’s offer to purchase, dated August 12, 2019. The Tender Offer remains subject to certain other conditions, including the absence of any adverse legal and market developments.
The foregoing summary of the terms of the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Senior Indenture, incorporated by reference in Exhibit 4.1 to the Form S-3; and (ii) the form of the Notes, attached hereto as Exhibit 4.1, both of 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 Section 10 of the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |||
| 4.1 |
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| 5.1 |
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| 5.2 |
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| 23.1 |
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| 23.2 |
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2) | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LINCOLN NATIONAL CORPORATION | ||
| By |
/s/ Randal J. Freitag | |
| Name: |
Randal J. Freitag | |
| Title: |
Executive Vice President and | |
| Chief Financial Officer | ||
Date: August 19, 2019