RADNOR, PA — Lincoln Financial (NYSE: LNC) has launched cash tender offers for up to $500 million of preferred-stock depositary shares, using available cash to repurchase two classes of securities at premiums to their liquidation preferences.
The offers cover Series C and Series D depositary shares representing fractional interests in Lincoln National Corporation preferred stock.
Lincoln is offering $1,055 for each $1,000 in liquidation preference of Series C shares, a 5.5% premium. Holders of Series D shares would receive $26.30 for each $25 in liquidation preference, a 5.2% premium.
Both offers include accrued, unpaid dividends through the day before settlement. Lincoln expects to settle the transactions September 10.
The offers expire at 5 p.m. New York time on September 8, 2026, unless extended or terminated earlier. Investors may withdraw tendered shares before the deadline.
If the combined liquidation preference of tendered shares exceeds $500 million, Lincoln will purchase all eligible Series C shares first and apply the remaining capacity to Series D shares.
In that scenario, Series D purchases would be prorated to keep total accepted securities within the $500 million limit.
The company intends to finance the purchases with cash on hand. Neither offer is contingent on outside financing or a minimum number of shares being tendered.
The transactions remain subject to conditions outlined in the offer documents, which Lincoln may waive where permitted. The company also reserves the right to extend, amend or terminate either offer.
Because the market price of Series D shares includes accrued but unpaid dividends, investors comparing the offer with market prices should consider the full payment, including the $26.30 offer price and accrued dividends.
Lincoln’s board approved the transactions but is not recommending whether shareholders should participate. Investors are encouraged to review the offer documents and consult their investment, tax and other advisers.
BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, Wells Fargo Securities LLC and J.P. Morgan Securities LLC are serving as dealer managers.
Investors can contact BNP Paribas at 888-210-4358 or 212-841-3059; Morgan Stanley at 855-483-0952; Wells Fargo at 866-309-6316 or 704-410-4820; and J.P. Morgan at 866-834-4666 or 212-834-3554.
Global Bondholder Services Corporation, the information and tender agent, can provide offering documents at 855-654-2015, or at 212-430-3774 for banks and brokers.
The documents are also available through the Securities and Exchange Commission’s website at www.sec.gov as exhibits to Lincoln’s Schedule TO filing.
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