LINCOLN NATIONAL CORP false 0000059558 0000059558 2020-05-15 2020-05-15

 

 

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): May 15, 2020

 

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.

New Senior Notes

On May 15, 2020, Lincoln National Corporation (the “Company”) completed the issuance and sale of $500,000,000 aggregate principal amount of its 3.400% Senior Notes due 2031 (the “2031 Notes”), at a price to the public of 99.781%, and $300,000,000 aggregate principal amount of its 4.375% Senior Notes due 2050 (the “2050 Notes” and, together with the 2031 Notes, the “Notes”), at a price to the public of 99.912% (the “Notes Offering”).

We intend to use the net proceeds of the Notes Offering, along with cash on hand, for the redemption of our outstanding 4.85% Senior Notes due 2021 (the “2021 Notes”), $296 million aggregate principal amount of which is outstanding, and the repayment of our $500 million floating rate term loan due March 30, 2022. On May 15, 2020, the Company notified holders of its outstanding 2021 Notes that the Company will redeem all of the aggregate principal amount of such notes on June 15, 2020.

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 May 8, 2020 and in final form dated May 8, 2020, and a free writing prospectus dated May 8, 2020. As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2020, in connection with the Notes Offering, the Company entered into an Underwriting Agreement, dated May 8, 2020 (the “Underwriting Agreement”), with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”). The Notes were sold to the Underwriters with underwriting discounts of 0.650% with respect to the 2031 Notes and 0.875% with respect to the 2050 Notes. 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 2031 Notes bear interest at a per-annum rate of 3.400%. The Company will make interest payments on the 2031 Notes semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The 2050 Notes bear interest at a per-annum rate of 4.375%. The Company will make interest payments on the 2050 Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The 2031 Notes will mature on January 15, 2031. The 2050 Notes will mature on June 15, 2050. 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, 2030, with respect to the 2031 Notes, and December 15, 2049, with respect to the 2050 Notes (each such date with respect to the 2031 Notes and the 2050 Notes, a “Par Call Date”), at a redemption price equal to 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 adjusted treasury rate, plus 45 basis points in the case of the 2031 Notes and 45 basis points in the case of the 2050 Notes. 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 the applicable Par Call Date (not including any portion of such payments of interest accrued to the date of redemption), 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 the applicable Par Call Date, 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 but excluding 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 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 forms of the Notes, attached hereto as Exhibits 4.1 and 4.2, each of which is 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

   

Form of 3.400% Senior Notes due 2031

         
 

    4.2

   

Form of 4.375% Senior Notes due 2050

         
 

    5.1

   

Opinion of Eric B. Wilmer, Assistant Vice President and Senior Counsel of Lincoln National Corporation

         
 

    5.2

   

Opinion of Wachtell, Lipton, Rosen & Katz

         
 

  23.1

   

Consent of Eric B. Wilmer (included in Exhibit 5.1)

         
 

  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: May 15, 2020

Exhibit 4.1

LINCOLN NATIONAL CORPORATION

3.400% Senior Note due 2031

 

Registered    CUSIP 534187 BK4
   ISIN US534187BK40
No. R-1    U.S.$500,000,000

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on January 15, 2031 and to pay interest thereon from May 15, 2020 or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 in each year, commencing on July 15, 2020 (each, an “Interest Payment Date”), at the rate of 3.400% per annum. The period beginning on May 15, 2020 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is herein called an “Interest Period”. If any Interest Payment Date falls on a day

which is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day. If January 15 or July 15 of any year is not a Business Day (with the consequence that the related interest payment shall be made on the next succeeding Business Day, which shall be the relevant Interest Payment Date as set forth above), such payment shall be made on such Interest Payment Date in the amount that would otherwise have been due on January 15 or July 15 and no interest on such payment shall accrue for the period from and after January 15 or July 15 to such postponed Interest Payment Date, and the next succeeding Interest Period shall begin on January 15 or July 15 on which such payment originally would have been made. If January 15, 2031 shall not be a Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a Business Day with the same force and effect as if made on January 15, 2031, provided that no interest shall accrue for the period from and after January 15, 2031. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on January 1 or July 1 (whether or not a Business Day) immediately preceding the Interest Payment Date, as applicable (each respectively a “Record Date”), subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest on, this Note will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to his address appearing on the Security Register. Any interest not so punctually paid or duly provided for shall be payable as provided in the Note. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forthon the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.

 

LINCOLN NATIONAL CORPORATION
By:  

 

Name:   Randal J. Freitag
Title:  

Executive Vice President and

Chief Financial Officer

By:  

 

Name:   Christopher A. Giovanni
Title:  

Senior Vice President and

Treasurer

 

Attest:  

 

Name:   Nancy Smith
Title:   Senior Vice President & Corporate Secretary
Date:  

Dated: May                , 2020

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON, as Trustee

 

Authorized Signatory

[Reverse of Note]

LINCOLN NATIONAL CORPORATION

3.400% Senior Note due 2031

This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under the Senior Indenture, dated as of March 10, 2009 (hereinafter the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (hereinafter the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its 3.400% Senior Notes due 2031 (herein called the “Notes”), limited initially in aggregate principal amount to $500,000,000, except as otherwise provided in the Indenture. The Notes of this series are issuable in registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, upon mailed notice to the registered address of each Holder of the Notes at least 30 days but not more than 60 days prior to the redemption.

At any time and from time to time prior to October 15, 2030, (the “Par Call Date”), the redemption price will be the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted treasury rate, plus 45 basis points. At any time and from time to time on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price shall also include accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption.

“Adjusted treasury rate” means, with respect to any redemption date:

•    the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System (or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity) under the caption “Treasury Constant Maturities,” for the

maturity corresponding to the Comparable treasury issue. If no maturity is within three months before or after the Remaining life, yields for the two published maturities most closely corresponding to the Comparable treasury issue shall be determined and the Adjusted treasury rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month; or

•     if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable treasury issue, calculated using a price for the Comparable treasury issue (expressed as a percentage of its principal amount) equal to the Comparable treasury price for such redemption date.

The Adjusted treasury rate shall be calculated on the third business day preceding the Redemption Date.

“Comparable treasury issue” means the U.S. Treasury security selected by a reference treasury dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) (“Remaining life”).

“Comparable treasury price” means, with respect to a redemption date, (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.

“Quotation agent” means one of the Reference treasury dealers appointed by the Company, which in any case shall not be the Trustee, to determine the make-whole amount.

“Reference treasury dealer” means each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, a primary treasury dealer selected by PNC Capital Markets LLC, and TD Securities (USA) LLC, and each of their respective successors (each, a “primary treasury dealer”); provided, however, that if any of them ceases to be a primary treasury dealer the Company will substitute another primary treasury dealer.

“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and ask prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

The Company will prepare and mail a notice of redemption to each Holder of Notes to be redeemed by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. On and after a redemption date, interest will cease toaccrue on the Notes called for redemption (unless the Company defaults in the payment

of the redemption price and accrued interest). On or before a redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata, provided that such Notes to be redeemed shall be selected in accordance with the procedures of DTC.

The Notes are not entitled to any sinking fund. If an Event of Defaultshall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by the Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class. After the amendment or supplement is effective, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereunder or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or, except as provided in the Indenture, successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Exhibit 4.2

LINCOLN NATIONAL CORPORATION

4.375% Senior Note due 2050

 

Registered    CUSIP 534187 BL2
   ISIN US534187BL23
No. R-1    U.S.$300,000,000

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on June 15, 2050 and to pay interest thereon from May 15, 2020 or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 in each year, commencing on December 15, 2020 (each, an “Interest Payment Date”), at the rate of 4.375% per annum. The period beginning on May 15, 2020 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is herein called an “Interest Period”. If any

Interest Payment Date falls on a day which is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day. If June 15 or December 15 of any year is not a Business Day (with the consequence that the related interest payment shall be made on the next succeeding Business Day, which shall be the relevant Interest Payment Date as set forth above), such payment shall be made on such Interest Payment Date in the amount that would otherwise have been due on June 15 or December 15 and no interest on such payment shall accrue for the period from and after June 15 or December 15 to such postponed Interest Payment Date, and the next succeeding Interest Period shall begin on June 15 or December 15 on which such payment originally would have been made. If June 15, 2050 shall not be a Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a Business Day with the same force and effect as if made on June 15, 2050, provided that no interest shall accrue for the period from and after June 15, 2050. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on June 1 or December 1 (whether or not a Business Day) immediately preceding the Interest Payment Date, as applicable (each respectively a “Record Date”), subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest on, this Note will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to his address appearing on the Security Register. Any interest not so punctually paid or duly provided for shall be payable as provided in the Note. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forthon the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.

 

LINCOLN NATIONAL CORPORATION
By:  

 

Name:   Randal J. Freitag
Title:   Executive Vice President and
  Chief Financial Officer
By:  

 

Name:   Christopher A. Giovanni
Title:   Senior Vice President and
  Treasurer

 

Attest:  

 

Name:   Nancy Smith
Title:   Senior Vice President &
  Corporate Secretary
Date:  

Dated: May                , 2020

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON, as Trustee

 

Authorized Signatory

[Reverse of Note]

LINCOLN NATIONAL CORPORATION

4.375% Senior Note due 2050

This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under the Senior Indenture, dated as of March 10, 2009 (hereinafter the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (hereinafter the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its 4.375% Senior Notes due 2050 (herein called the “Notes”), limited initially in aggregate principal amount to $300,000,000, except as otherwise provided in the Indenture. The Notes of this series are issuable in registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Notes are redeemable, in whole or in part, at the option of the Company, at any time or from time to time, upon mailed notice to the registered address of each Holder of the Notes at least 30 days but not more than 60 days prior to the redemption.

At any time and from time to time prior to December 15, 2049, (the “Par Call Date”), the redemption price will be the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted treasury rate, plus 45 basis points. At any time and from time to time on or after the Par Call Date, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed. In each case, the redemption price shall also include accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption.

“Adjusted treasury rate” means, with respect to any redemption date:

•    the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System (or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity) under the caption “Treasury Constant Maturities,” for the

maturity corresponding to the Comparable treasury issue. If no maturity is within three months before or after the Remaining life, yields for the two published maturities most closely corresponding to the Comparable treasury issue shall be determined and the Adjusted treasury rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month; or

•     if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable treasury issue, calculated using a price for the Comparable treasury issue (expressed as a percentage of its principal amount) equal to the Comparable treasury price for such redemption date.

The Adjusted treasury rate shall be calculated on the third business day preceding the Redemption Date.

“Comparable treasury issue” means the U.S. Treasury security selected by a reference treasury dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) (“Remaining life”).

“Comparable treasury price” means, with respect to a redemption date, (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the quotation agent obtains fewer than five such reference treasury dealer quotations, the average of all such quotations.

“Quotation agent” means one of the Reference treasury dealers appointed by the Company, which in any case shall not be the Trustee, to determine the make-whole amount.

“Reference treasury dealer” means each of BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, a primary treasury dealer selected by PNC Capital Markets LLC, and TD Securities (USA) LLC, and each of their respective successors (each, a “primary treasury dealer”); provided, however, that if any of them ceases to be a primary treasury dealer the Company will substitute another primary treasury dealer.

“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and ask prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

The Company will prepare and mail a notice of redemption to each Holder of Notes to be redeemed by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. On and after a redemption date, interest will cease toaccrue on the Notes called for redemption (unless the Company defaults in the payment

of the redemption price and accrued interest). On or before a redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata, provided that such Notes to be redeemed shall be selected in accordance with the procedures of DTC.

The Notes are not entitled to any sinking fund. If an Event of Defaultshall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by the Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class. After the amendment or supplement is effective, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereunder or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or, except as provided in the Indenture, successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

Exhibit 5.1

 

LOGO

May 15, 2020

Lincoln National Corporation

150 N. Radnor Chester Road

Radnor, PA 19087

Re:

Lincoln National Corporation-Senior Notes

Ladies and Gentlemen:

I am Assistant Vice President and Senior Counsel of Lincoln National Corporation, an Indiana corporation (the “Company”). I refer to the Underwriting Agreement, dated May 8, 2020 (the “Underwriting Agreement”) pursuant to the terms of which the Company will issue and sell an aggregate of $500,000,000 principal amount of the Company’s 3.400% Senior Notes due 2031 and $300,000,000 principal amount of the Company’s 4.375% Senior Notes due 2050 (together, the “Securities”). The Securities will be issued pursuant to the Indenture, dated as of March 10, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented pursuant to the resolutions of the Finance Committee of the Board of Directors of the Company, dated February 19, 2020 and March 4, 2020, and the resolutions of the Chief Financial Officer, dated May 8, 2020 (collectively, the “Resolutions”).

All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement or the Indenture, as the context may require.

In connection therewith, I have examined (a) the Registration Statement on Form S-3 (File No. 333-220731) filed by the Company and the other related registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating, in part, to the registration of the Securities, as it became effective under the Act on September 29, 2017 (such Registration Statement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 (including without limitation the Form 8-K to be filed by the Company with the Commission on or about May 15, 2020), but excluding the Forms T-1 filed therewith (the “Forms T-1”), being hereinafter referred to as the “Registration Statement”), (b) the prospectus of the Company dated September 29, 2017 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated May 8, 2020, relating to the Securities, as filed in final form with the Commission on May 12, 2020 pursuant to Rule 424(b)(5) under the Act (such Base Prospectus and prospectus supplement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 (including without limitation the Form 8-K to be filed by the Company with the Commission on or about May 15, 2020), but excluding the Forms T-1, being hereinafter referred to as the “Prospectus”), (c) the free writing prospectus relating to the Securities, dated May 8, 2020 and filed with the Commission pursuant to Rule 433 under the Act (such free writing prospectus together with the Prospectus in preliminary form as filed with the Commission on May 8, 2020, including all documents incorporated by reference therein through the Applicable Time, but excluding the Forms T-1, being hereinafter referred to as the “Time of Sale Prospectus”), (d) the Underwriting Agreement, (e) the Indenture, (f) the Resolutions and (g) copies of the global securities representing the Securities.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In rendering this opinion, I have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company and its subsidiaries, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect on such parties.

Based upon and subject to the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, I am of the opinion that:

  i.

The Company has been duly incorporated and is a duly existing corporation under the laws of its state of incorporation;

 

  ii.

The Securities have been duly authorized, executed, authenticated, issued and delivered; and

 

  iii.

The Indenture has been duly authorized, executed and delivered by the Company.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following:

 

  a.

My opinions herein reflect only the application of applicable laws of the State of Indiana and the federal laws of the United States of America. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and I undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and I assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering my opinions, I have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

 

  b.

My opinion set forth in (iii) above is subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting or relating to the rights and remedies of creditors generally, including, without limitation, laws relative to fraudulent conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United States.

 

  c.

My opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

 

  d.

I express no opinion as to the enforceability of any rights to indemnification or contribution provided for in the Indenture (including the provisions of the Resolutions which supplement the Indenture), which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights.

 

  e.

I express no opinion as to the enforceability of any provision in the Indenture (including the provisions of the Resolutions which supplement the Indenture) purporting or attempting to modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law.

This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion letter is not a guaranty nor may one be inferred or implied.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K, dated May 15, 2020. Wachtell Lipton Rosen & Katz may rely on this opinion for purposes of the legal opinion to be filed as Exhibit 5.2 to the Company’s Current Report on Form 8-K.

 

Very truly yours,

/s/ Eric B. Wilmer

By:   Eric B. Wilmer
Title:   Assistant Vice President and Senior Counsel

Exhibit 5.2

[Letterhead of Wachtell, Lipton, Rosen & Katz]

May 15, 2020

Lincoln National Corporation

150 N. Radnor Chester Road

Radnor, PA 19087

Re:    Lincoln National Corporation-Senior Notes

Ladies and Gentlemen:

We have acted as special counsel to Lincoln National Corporation, an Indiana corporation (the “Company”), in connection with the sale to the Underwriters (as defined below) by the Company of an aggregate of $500,000,000 principal amount of the Company’s 3.400% Senior Notes due 2031 and $300,000,000 principal amount of the Company’s 4.375% Senior Notes due 2050 (together, the “Securities”) pursuant to the terms of the Underwriting Agreement, dated August 12, 2019 (the “Underwriting Agreement”), between the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC and TD Securities (USA) LLC (the “Underwriters”). The Securities will be issued pursuant to the Senior Indenture, dated as of March 10, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented pursuant to the resolutions of the Finance Committee of the Board of Directors of the Company, dated February 19, 2020 and March 4, 2020, and the resolutions of the Chief Financial Officer, dated May 8, 2020 (collectively, the “Resolutions”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

In our capacity as special counsel to the Company, we have examined (i) the Registration Statement on Form S-3 (File No. 333-220731) filed by the Company and the other related registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating, in part, to the registration of the Securities, (ii) the prospectus of the Company, dated September 29, 2017 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated May 8, 2020, relating to the Securities, as filed in final form with the Commission on May 12, 2020, pursuant to Rule 424(b)(5) under the Act (such Base Prospectus and prospectus supplement, the “Prospectus”), (iii) the free writing prospectus relating to the Securities, dated May 8, 2020 and filed with the Commission pursuant to Rule 433 under the Act, (iv) the Underwriting Agreement, (v) the Indenture, (vi) the Resolutions, (vii) copies of the global securities representing the Securities, (viii) a copy of the Restated Articles of Incorporation of the Company certified by the Secretary of State of the State of Indiana, (ix) a copy of the Amended and Restated Bylaws of the Company certified by the Secretary of the Company and (x) such other corporate records, certificates and other documents that we have deemed necessary or appropriate for purposes of rendering this letter.

In such examination, we have also assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures and, as to certain factual matters relevant to this opinion, have relied upon the representations, warranties and statements made in originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. We have also relied upon the opinion, dated May 15, 2020, of Eric B. Wilmer, Assistant Vice President and Senior Counsel of the Company, which opinion is being filed as Exhibit 5.1 of the Company’s Current Report on Form 8-K, dated May 15, 2020, with respect to matters of Indiana law. We have not made any independent investigation in rendering this opinion other than the examination described above, and our opinion is therefore qualified in all respects by the scope thereof.

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated in this letter, it is our opinion that the Securities, when duly executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture (including the provisions of the Resolutions which supplement the Indenture) and the Underwriting Agreement, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

The opinion set forth above is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Securities or in any agreement and we express no opinion as to the enforceability of any indemnification or contribution provisions contained in any agreement insofar as enforcement of these provisions may be limited by applicable federal securities laws or principles of public policy.

We are members of the Bar of the State of New York. This opinion is limited to the laws of the State of New York and the federal securities laws of the United States, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Company’s Current Report on Form 8-K, dated May 15, 2020, and to the reference to us under the caption “Validity of Notes” in the Prospectus that forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are an expert within the meaning of Section 7 of the Act. We assume no obligation to advise the Company or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

 

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz