Lincoln Financial Group Announces Expiration and Final Results of Exchange Offers and Consent Solicitations for Outstanding Capital Securities

Lincoln Financial Group (NYSE: LNC) (the “Company,” “we” or “our”) announced today that, as of 5:00 p.m., New York City time, on August 9, 2021 (the “expiration date”) the aggregate principal amount of each series of capital securities listed in the table below previously issued by the Company had been validly tendered and not validly withdrawn. The Company is making this announcement in connection with its previously announced offers to exchange all validly tendered and accepted capital securities of such series for a like principal amount of new subordinated notes, and the related consent solicitations to amend the indentures governing the capital securities (together, the “exchange offers”).

A registration statement on Form S-4 relating to the issuance of the subordinated notes was filed with the Securities and Exchange Commission (“SEC”) on July 7, 2021 and was declared effective on August 5, 2021. The exchange offers were made pursuant to the terms and conditions set forth in the Company’s final prospectus, dated as of August 5, 2021 (the “prospectus”). Capitalized terms used but not defined herein have the meanings set forth in the prospectus.

The Company was advised by Global Bondholder Services Corporation, as the information agent and the exchange agent for the exchange offers, that as of the expiration date, the aggregate principal amounts of the capital securities specified in the rightmost column in the table below were validly tendered and not validly withdrawn with respect to the exchange offers:

The exchange offers were conditioned on, among other things, the receipt of valid consents to the proposed amendments (as defined in the prospectus) to the indentures governing the capital securities from the holders of at least a majority of the outstanding aggregate principal amount of each series of capital securities. As of the expiration date, holders of at least a majority of the aggregate principal amount of each series of capital securities have tendered and not validly withdrawn their capital securities. The Company intends to accept for exchange all tendered capital securities in the exchange offers. Upon settlement of the exchange offers, the Company expects to issue $562,034,000 in aggregate principal amount of Subordinated Notes due 2066 and $432,743,000 in aggregate principal amount of Subordinated Notes due 2067. The settlement date for the exchange offers is expected to be August 11, 2021, subject to customary closing conditions. In addition, pursuant to the successful completion of the consent solicitations with respect to each series of capital securities, the Company expects to enter into a supplemental indenture with respect to each series of capital securities to effect the proposed amendments, as described further in the prospectus.

The joint lead dealer managers for the exchange offers were:

The consummation of the exchange offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the prospectus.

We have agreed to pay a soliciting broker fee equal to $2.50 for each $1,000 principal amount of capital securities that are validly tendered and accepted for exchange pursuant to the exchange offers to retail brokers that are appropriately designated by their clients to receive this fee; provided that such fee will only be paid with respect to tenders by holders whose aggregate principal amount of capital securities is $500,000 or less.

Additional Information and Where to Find it

The Company has filed a registration statement and the prospectus with the SEC for the exchange offers to which this press release relates. You are urged to read the prospectus and other relevant documents filed or to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the Company, the exchange offers and related matters. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus may be obtained by contacting Credit Suisse Securities (USA) LLC, Attention: Liability Management Group, 11 Madison Avenue, New York, New York 10010 or calling (800) 820-1653. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting the exchange agent and information agent at the address listed above or by contacting Nancy A. Smith, Senior Vice President & Secretary, 150 N. Radnor-Chester Road, Radnor, PA 19087, 484-583-1400.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The exchange offers were made only pursuant to the terms and conditions set forth in the prospectus and the other related materials. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

This communication is not a prospectus for the purposes of the Prospectus Regulation. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended, and includes any relevant implementing measure in any member state of the European Economic Area (the “EEA”) which has implemented the Prospectus Regulation, and, in relation to the United Kingdom (“United Kingdom”), means the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).

PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS. The subordinated notes are not intended to be offered, sold or otherwise made available to and should not be offered or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the subordinated notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the subordinated notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS. The subordinated notes are not intended to be offered, sold or otherwise made available to and should not be offered or otherwise made available to any retail investor in the United Kingdom. For these purposes: the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “United Kingdom PRIIPs Regulation”) for offering or selling the subordinated notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the subordinated notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the United Kingdom PRIIPs Regulation.

In the United Kingdom, this press release is being distributed only to, and is directed only at, qualified investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms a part of domestic law by virtue of the EUWA who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), and/ or (ii) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order, which persons together we refer to in this press release as “relevant persons.” Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This press release must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this press release relates is only available to, and will be engaged in with, relevant persons only.

About Lincoln Financial Group

Lincoln Financial Group provides advice and solutions that help people take charge of their financial lives with confidence and optimism. Today, more than 17 million customers trust our retirement, insurance and wealth protection expertise to help address their lifestyle, savings and income goals, and guard against long-term care expenses. Headquartered in Radnor, Pennsylvania, Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE: LNC) and its affiliates. The Company had $324 billion in end-of-period account values as of June 30, 2021. Lincoln Financial Group is a committed corporate citizen included on major sustainability indices including the Dow Jones Sustainability Index North America and FTSE4Good. Dedicated to diversity and inclusion, we earned perfect 100 percent scores on the Corporate Equality Index and the Disability Equality Index, and rank among Forbes’ Best Large Employers and Best Employers for Women, and Newsweek’s Most Responsible Companies.

Forward-Looking Statements – Cautionary Language

Certain statements made in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements. Forward-looking statements may contain words like: “anticipate,” “believe,” “estimate,” “expect,” “project,” “shall,” “will” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, including the completion of the exchange offers. The prospectus, including the section entitled “Risk Factors”, and our most recent Annual Report on Form 10-K, as well as other reports that we file with the SEC, include risk factors that could affect our future actions, businesses and financial performance. Moreover, new risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

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