On May 8, 2020, Lincoln National Corporation (the “Company”) entered into an 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 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 3.400% Senior Notes due 2031 (the “2031 Notes”) and $300 million aggregate principal amount of the Company’s 4.375% Senior Notes due 2050 (the “2050 Notes,” and together with the 2031 Notes, the “Notes”) in a public offering (the “Offering”). The Offering is expected to close on May 15, 2020.
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, some of the Underwriters (with their affiliates) are parties to the Company’s $500 million floating rate term loan due March 30, 2022, and proceeds from the Offering will be used to pay down amounts owed on the term loan. Certain of the Underwriters or their affiliates may also hold the Company’s outstanding 4.85% Senior Notes due 2021 and, as a result, may receive a portion of the proceeds from the Offering upon the repayment of such notes. 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.