M&A - LINCOLN NATIONAL CORP

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525123151

Filing Summary: On May 13, 2025, Lincoln National Corporation exercised its issuance right under the Trust I Facility Agreement, resulting in the issuance of $500 million of 2.330% Senior Notes due 2030 on May 15, 2025. Trust I was subsequently dissolved on May 20, 2025, with The Depository Trust Company distributing the 2.330% Notes pro rata to holders of 2030 P-Caps. Additionally, on May 20, 2025, Belrose Funding Trust II issued $1 billion of 2055 P-Caps. The proceeds will provide new capital and liquidity, allowing the Company to issue 6.792% Senior Notes due 2055 to Trust II. This transaction includes the establishment of a new Trust II Facility Agreement with various financial terms laid out for future exercise of the issuance rights. The Company is set to redeem or repurchase the 6.792% Notes under certain conditions, emphasizing immediate liquidity needs and financial strategies. Trust II will terminate by May 15, 2055, with distributions to P-Cap holders then.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000005955825000035

Filing Summary: On April 9, 2025, Lincoln National Corporation entered into a stock purchase agreement with Bain Capital Prairie, LLC to sell 18,759,497 shares of its common stock, amounting to approximately 9.9% of the outstanding shares post-transaction, for about $825 million in cash. The transaction is contingent upon the expiration or termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions. The agreement includes restrictions on the buyer's ability to transfer or purchase more stock and grants the buyer certain rights regarding board representation. The company plans to enter into an investment management agreement with an affiliate of Bain Capital to manage a significant portion of its insurance subsidiaries' assets, with expected growth to at least $20 billion over six years. A press release and investor presentation regarding the transaction were also issued on the same day.