Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
March 11 2024 - 5:18PM
Edgar (US Regulatory)
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Final Term Sheet To preliminary prospectus
supplement dated March 11, 2024 (To prospectus dated
February 24, 2023) |
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Filed pursuant to Rule 433 Registration number 333-270000 March 11, 2024 |
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Lincoln National Corporation $350,000,000 5.852% SENIOR NOTES DUE 2034
Final Term Sheet, dated March 11, 2024 |
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Issuer: |
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Lincoln National Corporation |
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Title of Securities: |
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5.852% Senior Notes due 2034 |
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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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March 11, 2024 |
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Settlement Date (T+3)*: |
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March 14, 2024 |
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Maturity Date: |
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March 15, 2034 |
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Aggregate Principal Amount Offered: |
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$350,000,000 |
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Price to the Public (Issue Price): |
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100.00% of the principal amount, plus accrued interest, if any, from and including March 14, 2024, if settlement occurs after that date |
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Net Proceeds (Before Expenses): |
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$347,725,000, plus accrued interest, if any, from and including March 14, 2024, if settlement occurs after that date |
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Benchmark Treasury: |
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4.000% due February 15, 2034 |
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Benchmark Treasury Price / Yield: |
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99-05+ / 4.102% |
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Spread to Benchmark Treasury: |
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Treasury Rate plus 175 basis points |
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Yield to Maturity: |
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5.852% |
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Coupon: |
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5.852% per annum |
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Interest Payment Dates: |
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Semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2024 |
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Optional Redemption: |
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Prior to December 15, 2033 (three months prior to their maturity date) (the Par Call Date), the Issuer may redeem the
notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date. On
or after the Par Call Date, the Issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to
the redemption date. Treasury Rate has the meaning set forth in
the Issuers preliminary prospectus supplement, as filed with the Securities and Exchange Commission on March 11, 2024. |
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CUSIP/ISIN: |
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534187 BT5 / US534187BT58 |
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Ratings** (expected): |
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Baa2/Stable (Moodys) / BBB+/Stable (S&P) / BBB+/Negative (Fitch) |
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Denominations: |
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$2,000 principal amount and integral multiples of $1,000 in excess thereof |
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Joint Book-Running Managers: |
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Goldman Sachs & Co. LLC Barclays
Capital Inc. BNP Paribas Securities Corp. PNC Capital Markets
LLC TD Securities (USA) LLC |
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (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 Website 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 Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Barclays Capital Inc. toll-free at 1-888-603-5847, BNP Paribas Securities Corp. toll-free at
1-800-854-5674, PNC Capital Markets LLC toll-free at
855-881-0697 or TD Securities (USA) LLC toll-free at
1-855-495-9846.
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It is expected that delivery of the notes will be made against payment therefor on or about March 14,
2024, which is three business days following the date of pricing of the notes (this settlement cycle being referred to as T+3). 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 will be required, by
virtue of the fact that the notes initially will settle in T+3, 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 should
consult their own advisor. |
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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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