Lincoln Financial announced the commencement of a cash tender offer (the ?Offer?) for the following: (i) 4.375% Senior Notes due 2050 (the ?2050 Notes?), (ii) 4.350% Senior Notes due 2048 (the ?2048 Notes?), (iii) Capital Securities due 2067 (the ?2067 Securities?), (iv) Capital Securities due 2066 (the ?2066 Securities?), (v) Subordinated Notes due 2067 (the ?2067 Subordinated Notes?), (vi) Subordinated Notes due 2066 (collectively with the 2067 Securities, the 2066 Securities and the 2067 Subordinated Notes, the ?Subordinated Securities?), (vii) 3.050% Senior Notes due 2030 (the ?2030 Notes?), and (viii) 3.400% Senior Notes due 2032 (the ?2032 Notes?). The 2050 Notes, the 2048 Notes, the Subordinated Securities, the 2030 Notes and the 2032 Notes are referred to herein as the ?Securities? and, each, a ?Series?
of Securities. The Offer is capped at an aggregate purchase price of up to $375,000,000 (the ?Aggregate Offer Cap?), including, in the case of the Subordinated Securities, a maximum aggregate principal amount of $220,000,000 (the ?Sub-Cap?). The Offer is being made exclusively pursuant to, and is subject to the terms and conditions, including a financing condition, set forth in an Offer to Purchase, dated May 12, 2025 (the ?Offer to Purchase?).
Securities purchased in the Offer will be retired and cancelled. In connection with the Offer, the Company intends to exercise, in full, its issuance right under the Facility Agreement it entered into with Belrose Funding Trust, a Delaware Statutory Trust (?Trust I?), in connection with the issuance by Trust I of the Pre-Capitalized Trust Securities Redeemable August 15, 2030 (the ?P-Caps?). Upon exercise of the issuance right, the Company would issue $500,000,000 aggregate principal amount of its 2.330% Senior Notes due 2030 (CUSIP No.
534187 BM0) (the ?2.330% Notes due 2030?) to Trust I, and receive from Trust I, as consideration for such issuance, a portfolio of principal and interest strips of U.S.Treasury securities (the ?Eligible Assets?). The Company intends to sell the Eligible Assets and use the net proceeds thereof to fund, in whole or in part, the Offer, which will allow the Company to proactively manage its debt cost and debt maturity profile in an efficient manner while providing participating holders liquidity. To the extent such proceeds are not sufficient to fund the Aggregate Offer Cap, the Company may use available cash or cash generated from its operations or other potential sources.
Alongside the Offer, the Company intends to access a new source of contingent liquidity to be provided by means of the contemplated issuance by Belrose Funding Trust II (?Trust II?) of a new series of Pre-Capitalized Trust Securities Redeemable May 15, 2055 (the ?New P-Caps?). This offering, when combined with the Company?s exercise of its issuance right under the P-Caps, will allow the Company to enhance and lengthen its contingent capital by replacing the shorter-dated original P-Caps facility with a new longer-dated contingent capital facility out to 2055. The Offer will expire at 5:00 p.m., New York City time, on June 10, 2025, unless extended or earlier terminated by the Company (the ?Expiration Date?).
Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 23, 2025 (the ?Withdrawal Deadline?), but may not be withdrawn thereafter except as required by law.
