S&C Draft of April 3, 2006
LINCOLN NATIONAL CORPORATION
$[•] FLOATING RATE SENIOR NOTES DUE 2009
$[•]
[•]%
SENIOR NOTES DUE 2036
|
Issuer: |
|
Lincoln National Corporation (“LNC”) |
|
|
|
|
|
Title of Securities: |
|
Floating Rate Senior Notes due [•], 2009 (the “Floating Rate Notes”)
[•]% Senior Notes due [•], 2036 (the “Fixed Rate Notes”) |
|
|
|
|
|
Note Type: |
|
Senior unsecured |
|
|
|
|
|
Format: |
|
SEC Registered |
|
|
|
|
|
Trade Date: |
|
[•], 2006 |
|
|
|
|
|
Settlement Date (T+[3]): |
|
[•], 2006 |
|
|
|
|
|
Maturity Date: |
|
Floating Rate
Notes: [•], 2009 |
|
|
|
|
|
Aggregate Principal Amount Offered: |
|
Floating Rate
Notes: $[•] |
|
|
|
|
|
Price to Public (Issue Price): |
|
Floating Rate Notes: [100]% plus accrued interest, if any, from [•], 2006 |
|
|
|
|
|
|
|
Fixed Rate Notes: [•]% plus accrued interest, if any, from [•], 2006 |
|
|
|
|
|
Price to LNC: |
|
Floating Rate
Notes: [•]% |
|
|
|
|
|
Pricing Benchmark: |
|
Floating Rate
Notes: [•] |
|
|
|
|
|
Spread to Benchmark: |
|
Floating Rate
Notes: [•] |
|
|
|
|
|
Interest Rate: |
|
Floating Rate
Notes: 3-month LIBOR plus [•] |
|
|
|
|
|
Interest Payment Dates: |
|
Floating Rate Notes: Quarterly on each January [•], April [•], July [•], and October [•] commencing on July [•], 2006 |
|
|
|
|
|
|
|
Fixed Rate Notes: Semi-annually on each April [•] and October [•], commencing October [•], 2006 |
|
|
|
|
|
Optional Redemption: |
|
Floating Rate Notes: None |
|
|
|
|
|
|
|
Fixed Rate Notes: Make-whole call at any time at the greater of 100% and discounted present value at Treasury Rate plus [•] basis points. |
|
|
|
|
|
Ratings: |
|
Floating Rate Notes: Moody’s: [A3 (stable]; S&P: [A+ (stable)]; Fitch: [A (stable)]; AM Best: [a (stable)] |
|
|
|
Fixed Rate Notes: Moody’s: [A3 (stable]; S&P: [A+ (stable)]; Fitch: [A (stable)]; AM Best: [a (stable)]* |
|
|
|
|
|
Minimum Denominations: |
|
Floating Rate
Notes: $2000 |
|
|
|
|
|
Joint Bookrunning Managers: |
|
Floating Rate Notes: Morgan Stanley & Co. Incorporated; Citigroup Global Markets Inc.; Merrill Lynch & Co.; Banc of America Securities LLC; UBS Investment Bank; Wachovia Capital Markets, LLC |
|
|
|
|
|
|
|
Fixed Rate Notes: Morgan Stanley & Co. Incorporated; Citigroup Global Markets Inc.; Merrill Lynch & Co.; Goldman, Sachs & Co.; J.P. Morgan Securities Inc.; Lehman Brothers Inc. |
*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 Floating Rate Notes and Fixed Rate 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.
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 (i) Morgan Stanley toll-free 1-866-718-1649, (ii) Citigroup toll-free 1-877-858-5407 or (iii) Merrill Lynch & Co. toll-free 1-866-500-5408.
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.