Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 08 2020 - 5:05PM
Edgar (US Regulatory)
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Final Pricing Term Sheet
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Filed pursuant to Rule 433
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To preliminary prospectus supplement
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Registration number 333-220731
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dated May 8, 2020
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May 8, 2020
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(To prospectus dated September 29, 2017)
Lincoln National Corporation
$500,000,000 3.400% SENIOR NOTES DUE 2031
$300,000,000 4.375% SENIOR NOTES DUE 2050
Final Pricing Term Sheet, dated May 8, 2020
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Issuer:
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Lincoln National Corporation
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Title of Securities:
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3.400% Senior Notes due 2031 (the 2031 Notes)
4.375% Senior Notes due 2050 (the 2050 Notes and, together with the 2031 Notes, the Notes)
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Security Type:
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Senior Unsecured Fixed Rate Notes
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Format:
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SEC Registered
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Trade Date:
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May 8, 2020
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Settlement Date (T+5)*:
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May 15, 2020
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Maturity Date:
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January 15, 2031 for the 2031 Notes
June 15, 2050 for the 2050 Notes
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Aggregate Principal Amount Offered:
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$500,000,000 for the 2031 Notes
$300,000,000
for the 2050 Notes
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Price to the Public (Issue Price):
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99.781% of the principal amount of the 2031 Notes, plus accrued interest, if any, from and including May 15, 2020, if settlement occurs
after that date
99.912% of the principal amount of the 2050 Notes, plus accrued
interest, if any, from and including May 15, 2020, if settlement occurs after that date
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Net Proceeds (Before Expenses):
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$495,655,000 for the 2031 Notes, plus accrued interest, if any, from and including May 15, 2020, if settlement occurs after that
date
$297,111,000 for the 2050 Notes, plus accrued interest, if any, from and
including May 15, 2020, if settlement occurs after that date
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Benchmark Treasury:
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UST 1.500% due February 15, 2030 for the 2031 Notes
UST 2.375% due November 15, 2049 for the 2050 Notes
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Benchmark Treasury Price and Yield:
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107-25; 0.675% for the 2031 Notes
124-02; 1.380% for the 2050 Notes
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Spread to Benchmark Treasury:
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Treasury Rate plus 275 basis points for the 2031 Notes
Treasury Rate plus 300 basis points for the 2050 Notes
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Re-offer Yield:
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3.425% for the 2031 Notes
4.380% for the 2050
Notes
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Coupon:
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3.400% per annum for the 2031 Notes
4.375% per
annum for the 2050 Notes
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Interest Payment Dates:
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Semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2020 for the 2031 Notes;
Semi-annually in arrears on each June 15 and December 15, commencing on December 15, 2020 for the 2050 Notes (long first coupon)
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Optional Redemption:
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At any time and from time to time prior to October 15, 2030 (three months prior to maturity), with respect to the 2031 Notes and
December 15, 2049 (six months prior to maturity), with respect to the 2050 Notes (each such date with respect to the 2031 Notes and the 2050 Notes, the Par Call Date), such series of Notes will be redeemable at our option, in whole
or in part, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and 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 applicable 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 applicable Adjusted treasury rate, plus 45 basis points with respect to the 2031 Notes and 45 basis
points with respect to the 2050 Notes.
At any time and from time to time on or after
the applicable Par Call Date, such series of Notes will be redeemable at our 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.
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CUSIP/ISIN:
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534187 BK4 / US534187BK40 for the 2031 Notes
534187 BL2 / US534187BL23 for the 2050 Notes
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Ratings** (expected):
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Baa1/Stable (Moodys) / A-/Stable (S&P) / BBB+/Stable (Fitch)
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Denominations:
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$2,000 and integral multiples of $1,000 in excess thereof
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Joint Book-Running Managers:
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BNP Paribas Securities Corp.
Citigroup Global
Markets Inc.
Goldman Sachs & Co. LLC
PNC Capital
Markets LLC
TD Securities (USA) LLC
Barclays Capital Inc.
Deutsche Bank Securities Inc.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas
Securities Corp. toll-free at 1-800-854-5674, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman Sachs & Co. LLC toll-free at
1-866-471-2526, PNC Capital Markets LLC toll-free at 1-855-881-0697 or TD Securities (USA) LLC toll-free at 1-855-495-9846.
*It is expected that delivery of the Notes will be made against payment therefor on or about May 15, 2020, which is five business days following the date
of pricing of the Notes (this settlement cycle being referred to as T+5). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required
to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Notes on the date of pricing or the following two business days will be required, by virtue of the fact
that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade their Notes on the date of pricing or the following two
business days should consult their own advisor.
**An explanation of the significance of ratings may be obtained from the rating agencies. Generally,
rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the Notes should be evaluated independently from similar ratings of other
securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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