Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
15 Novembre 2022 - 11:28PM
Edgar (US Regulatory)
|
|
|
Final Term Sheet
To preliminary prospectus supplement
dated November 14, 2022
(To prospectus dated September 25, 2020)
|
|
Filed pursuant to Rule 433
Registration number 333-249058
November 15, 2022
|
|
 |
|
Lincoln National Corporation
500,000 Depositary Shares, each representing a
1/25th interest in a share of
9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series
C
Final Term Sheet, dated November 15, 2022
|
|
|
Issuer: |
|
Lincoln National Corporation (“Issuer”) |
|
|
Title of Securities: |
|
Depositary Shares (the “Depositary Shares”), each
representing a 1/25th interest in a share of the Issuer’s 9.250%
Fixed Rate Reset Non-Cumulative Preferred Stock, Series
C (the “Preferred Shares”) |
|
|
Number of Depositary Shares: |
|
500,000 (corresponding to 20,000 Preferred
Shares) |
|
|
Liquidation Preference: |
|
$25,000 liquidation preference per Preferred Share
(equivalent to $1,000.00 per Depositary Share), plus any declared
and unpaid dividends, without accumulation of any undeclared
dividends |
|
|
Format: |
|
SEC Registered |
|
|
Trade Date: |
|
November 15, 2022 |
|
|
Settlement Date (T+5)*: |
|
November 22, 2022 |
|
|
Maturity Date: |
|
Perpetual |
|
|
Price to the Public: |
|
$1,000.00 per Depositary Share |
|
|
Underwriting Discount: |
|
$10.00 per Depositary Share |
|
|
Net Proceeds (after Underwriting Discount and
before Expenses): |
|
$990.00 per Depositary Share / $495,000,000
total |
|
|
Dividend Rate: |
|
From November 22, 2022 to, but excluding,
March 1, 2028, 9.250% per year on the stated amount of $25,000
for each Preferred Share, and from, and including, March 1,
2028, during each Reset Period at a rate per annum equal to the
Five-year U.S. treasury rate (as defined in the Preliminary
Prospectus Supplement) as of the most recent reset dividend
determination date plus 5.318% per year on the stated amount of
$25,000 for each Preferred Share, only when, as and if
declared |
|
|
Reset Dates: |
|
March 1, 2028, and each date falling on the
fifth anniversary of the preceding Reset Date |
|
|
Reset Periods: |
|
The period from, and including, March 1, 2028
to, but excluding, the next following Reset Date and thereafter
each period from, and including, each Reset Date to, but excluding,
the next following Reset Date |
|
|
|
Reset Dividend Determination Dates: |
|
In respect of any Reset Period, the day falling
three business days prior to the beginning of such Reset
Period |
|
|
Dividend Payment Dates: |
|
When, as and if declared by the Issuer’s board of
directors (or a duly authorized committee thereof), the Issuer will
pay dividends on a non-cumulative basis, semi-annually in
arrears on the first day of March and September of each year
commencing on March 1, 2023 |
|
|
Optional Redemption: |
|
The Issuer may, at its option, redeem the Preferred Shares:
• in whole but not in part within 90 days after the occurrence of
a rating agency event at a redemption price equal to 102% of the
stated amount of a share of Series C Preferred Stock (initially,
$25,500 per share of Series C Preferred Stock, equivalent to $1,020
per Depositary Share), plus an amount equal to any dividends per
share that have accrued but not been declared and paid for the
then-current dividend period to, but excluding, such redemption
date; and
• (i) in whole but not in part within 90 days after the
occurrence of a regulatory capital event, or (ii) in whole or
in part, from time to time, during the three-month period prior to
March 1, 2028, and during the three-month period prior to each
Reset Date thereafter in each case, at a redemption price equal to
the stated amount of a share of Series C Preferred Stock
(initially, $25,000 per share of Series C Preferred Stock,
equivalent to $1,000 per Depositary Share), plus an amount equal to
any dividends per share that have accrued but not been declared and
paid for the then-current dividend period to, but excluding, such
redemption date
|
|
|
CUSIP/ISIN: |
|
534187BR9 / US534187BR92 |
|
|
Day Count Convention: |
|
30/360 |
|
|
Ratings** (expected): |
|
Baa3 (Moody’s) / BBB- (S&P) / BBB- (Fitch) |
|
|
Concurrent Offering: |
|
Concurrently with this offering, the Issuer is
also offering 20,000,000 depositary shares, each representing a
1/1,000th interest in a share of the Issuer’s 9.000% Non-Cumulative Preferred Stock, Series
D, with a liquidation preference of $25,000 per share ($25.00 per
depositary share) (the “Concurrent Preferred Offering”). The
Concurrent Preferred Offering is being made by means of a separate
prospectus supplement and not by means of the prospectus supplement
to which this pricing term sheet relates. This communication is not
an offer to sell or a solicitation of an offer to buy any
securities being offered in the Concurrent Preferred Offering. The
closing of this offering and the Concurrent Preferred Offering are
not conditioned on each other. |
|
|
|
Joint Book-Running Managers: |
|
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Morgan Stanley & Co. LLC
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
PNC Capital Markets LLC
TD Securities (USA) LLC
|
|
|
Co-Managers: |
|
Barclays Capital Inc.
SG Americas Securities, LLC
Siebert Williams Shank & Co., LLC
U.S. Bancorp Investments, Inc.
|
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 BofA Securities, Inc.
toll-free at 1-800-294-1322, Goldman
Sachs & Co. LLC toll-free at 1-866-471-2526, J.P.
Morgan Securities LLC toll-free at 1-212-834-4533 or Wells
Fargo Securities, LLC toll-free at 1-800-645-3751.
* |
It is expected that delivery of the Depositary Shares
will be made against payment therefor on or about November 22,
2022, which is five business days following the date of pricing of
the Depositary Shares (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
Depositary Shares prior to their date of delivery may be required,
by virtue of the fact that the Depositary Shares 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
Depositary Shares who wish to trade such Depositary Shares prior to
their date of delivery should consult their own advisors.
|
** |
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 Depositary Shares 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.
Grafico Azioni Lincoln National (NYSE:LNC)
Storico
Da Gen 2023 a Feb 2023
Grafico Azioni Lincoln National (NYSE:LNC)
Storico
Da Feb 2022 a Feb 2023