FWP 1 d310772dfwp.htm FWP FWP

Pricing Term Sheet

To preliminary prospectus supplement

dated December 5, 2016

(To prospectus dated December 19, 2014)

  

Filed pursuant to Rule 433

Registration number 333-201103

December 5, 2016

LOGO

Lincoln National Corporation

$400,000,000 3.625% SENIOR NOTES DUE 2026

Final Term Sheet, dated December 5, 2016

Issuer:    Lincoln National Corporation
Title of Securities:    3.625% Senior Notes due 2026 (the “Notes”)
Security Type:    Senior Unsecured Fixed Rate Notes
Format:    SEC Registered
Trade Date:    December 5, 2016
Settlement Date (T+5)*:    December 12, 2016
Maturity Date:    December 12, 2026
Aggregate Principal Amount Offered:    $400,000,000
Price to the Public (Issue Price):    99.882% of the principal amount of the Notes
Net Proceeds (Before Expenses):    $396,928,000
Benchmark Treasury:    UST 2.000% due November 15, 2026
Benchmark Treasury Yield:    2.390%
Spread to Benchmark:    Treasury Rate plus 125 basis points
Re-offer Yield:    3.640%
Coupon:    3.625% per annum
Interest Payment Dates:    Semi-annually on each March 12 and September 12, commencing on March 12, 2017
Optional Redemption:   

Make-whole call at any time prior to September 12, 2026 at the greater of 100% and the discounted value (assuming the Notes matured on September 12, 2026) at Adjusted treasury rate plus 20 basis points

 

Par call at any time on or after September 12, 2026

CUSIP/ISIN:    534187 BF5 / US534187BF54
Ratings** (expected):    Baa1/Stable (Moody’s) / A-/Stable (S&P) / BBB+/Stable (Fitch)
Denominations:    $2,000 and integral multiples of $1,000 in excess thereof
Joint Book-Running Managers:   

Wells Fargo Securities, LLC

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

BNP Paribas Securities Corp.


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 Wells Fargo Securities, LLC toll-free at 800-645-3751, Goldman, Sachs & Co. toll-free at 866-471-2526, J.P. Morgan Securities LLC collect at 212-834-4533 or BNP Paribas Securities Corp. toll-free at 800-854-5674.

*It is expected that delivery of the Notes will be made against payment therefor on or about December 12, 2016, 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 three 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 next succeeding business day 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 next succeeding business day 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.