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): August 12, 2019
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)
Registrant’s 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock | LNC | New York Stock 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 8.01. | Other Events |
On August 12, 2019, Lincoln National Corporation (the “Company”) entered into an Underwriting Agreement with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and BNP Paribas Securities Corp., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $500 million aggregate principal amount of the Company’s 3.050% Senior Notes due 2030 (the “Notes”) in a public offering (the “Offering”). The Offering is expected to close on August 19, 2019.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
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, Bank of America, N.A., serves as administrative agent, BofA Securities, Inc., JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Securities, LLC serve as joint lead arrangers and joint bookrunners, JPMorgan and Wells Fargo Bank, National Association serve as syndication agents, and Bank of America, N.A., JPMorgan, Wells Fargo Bank, National Association, BNP Paribas and HSBC Bank USA, N.A., each an Underwriter or affiliate thereof, serve as lenders on our revolving credit facility. Additionally, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and BofA Securities, Inc. are acting as dealer managers for our cash tender offer for certain of our outstanding senior notes announced on August 12, 2019, and certain of the Underwriters and their respective affiliates may hold positions in the debt securities included in the tender offer for their own account and/or for the accounts of their customers. 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.
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 | |||
1.1 | Underwriting Agreement, dated August 12, 2019, among the Company and the underwriters 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: August 16, 2019