UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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 1.01. Entry into a Material Definitive Agreement
On June 21, 2021, Lincoln National Corporation (the “Company”) entered into an amended and restated credit agreement with a syndicate of banks, including Bank of America, N.A. (“BOFA”), as administrative agent, and the other lenders named therein (the “Amended and Restated Credit Facility”). The Amended and Restated Credit Facility amended and restated the Company’s existing credit facility agreement, dated as of July 31, 2019, which included extending the maturity date of the agreement, increasing the amount available under the facility, updating the financial covenants (discussed below) and updating provisions relating to the LIBOR Successor Rate (as defined in the Amended and Restated Credit Facility). The Amended and Restated Credit Facility, which is unsecured, allows for the issuance of letters of credit and borrowing of up to $2.50 billion and has a commitment termination date of June 19, 2026.
Under the Amended and Restated Credit Facility, we will continue to pay a fee of 0.875% per annum on issued syndicated letters of credit and a facility fee of 0.125% per annum on the aggregate commitment. These fees adjust automatically in the event of a change in our credit ratings.
The Amended and Restated Credit Facility continues to contain customary terms and conditions, including covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets. The Amended and Restated Credit Facility also continues to include financial covenants including: (i) maintenance of a minimum consolidated net worth equal to the sum of (a) $10.0 billion plus (b) fifty percent (50%) of the aggregate net proceeds of equity issuances received by us in accordance with the terms of the Amended and Restated Credit Facility; (ii) a debt-to-capital ratio as defined in accordance with the Amended and Restated Credit Facility not to exceed 0.35 to 1.00; and (iii) a cap on secured non-operating indebtedness and non-operating indebtedness of our subsidiaries equal to 7.5% of total capitalization, as defined in accordance with the Amended and Restated Credit Facility. Further, the Amended and Restated Credit Facility continues to contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Amended and Restated Credit Facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.
The foregoing description of the Amended and Restated Credit Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Credit Facility, which is attached as Exhibit 10.1 and incorporated herein by reference.
From time to time, in the ordinary course of their business, certain lenders under the Amended and Restated Credit Facility or their affiliates have provided, and may in the future provide, various financial advisory, investment banking, commercial banking, financing arrangements or investment management services to us and our affiliates, and have been or are counterparties in various securities transactions, for which they have received and may continue to receive customary fees and commissions. In addition, the lenders under the Amended and Restated Credit Facility or 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 and annuity products of our subsidiaries.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amended and Restated Credit Agreement, dated as of June 21, 2021, among Lincoln National Corporation, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, Bank of America, N.A., as administrative agent, and the other lenders named therein. | |
| 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: June 22, 2021