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Business Wire
5 days ago
- Business
- Business Wire
Community Health Systems, Inc. Announces Consideration for Tender Offer for Its 5.625% Senior Secured Notes Due 2027
FRANKLIN, Tenn.--(BUSINESS WIRE)--Community Health Systems, Inc. (the 'Company') (NYSE: CYH) announced today the consideration payable in respect of the previously announced cash tender offer (the 'Tender Offer') by its wholly owned subsidiary, CHS/Community Health Systems, Inc. (the 'Issuer'), to purchase any and all of the Issuer's outstanding 5.625% Senior Secured Notes due 2027 (the '2027 Notes'), on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 28, 2025, as amended (the 'Offer to Purchase'). The consideration (the 'Early Tender Consideration') of $1,002.65 per $1,000 principal amount of 2027 Notes that were validly tendered at or prior to the Early Tender Deadline (as defined below) and are accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table below plus the yield of 4.293%, which is based on the bid-side price of the U.S. Treasury security specified in the table below, as quoted on the Bloomberg Reference Page specified in the Offer to Purchase, calculated as of 10:00 a.m., New York City time, on August 11, 2025, and includes an early tender premium of $30 per $1,000 principal amount of 2027 Notes (the 'Early Tender Payment'). Only holders of 2027 Notes who validly tendered their 2027 Notes at or prior to the Early Tender Deadline, and whose 2027 Notes have been accepted for purchase, will receive the Early Tender Consideration (which includes the Early Tender Payment). Holders of 2027 Notes tendered following the Early Tender Deadline, but on or prior to the Expiration Time (as defined below) and accepted for purchase will receive an amount equal to the Early Tender Consideration minus the Early Tender Payment (the 'Late Tender Consideration'). The settlement date for 2027 Notes validly tendered as of the Early Tender Deadline and accepted for purchase is expected to occur on August 12, 2025. In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, holders whose 2027 Notes are purchased in the Tender Offer will receive accrued and unpaid interest on such 2027 Notes from and including the last interest payment date for the 2027 Notes up to, but not including, the applicable settlement date for such 2027 Notes accepted for purchase. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on August 25, 2025 (the 'Expiration Time'), unless extended or earlier terminated by the Issuer. The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and remain unchanged. The Issuer has retained Citigroup Global Markets Inc. to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies of the Tender Offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, at (855) 654-2015 (toll free) or (212) 430-3774 (collect), or by email at contact@ This press release shall not constitute an offer to buy or sell, or the solicitation of any offer to buy or sell, any securities. Any offer or solicitation with respect to the Tender Offer will be made only by means of the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase. The Tender Offer is not being made to holders of 2027 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the 2027 Notes. Holders must make their own decision as to whether to tender any of their 2027 Notes, and, if so, the principal amount of 2027 Notes to tender. Forward-Looking Statements This press release may include information that could constitute forward-looking statements. These statements involve risk and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Business Wire
27-06-2025
- Business
- Business Wire
HASI Announces Pricing Terms of Cash Tender Offer for 3.375% Senior Notes Due 2026 and 8.00% Green Senior Unsecured Notes Due 2027
ANNAPOLIS, Md.--(BUSINESS WIRE)--HA Sustainable Infrastructure Capital, Inc. ('HASI') (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced the pricing terms for the previously announced cash tender offer (the 'Tender Offer') by its indirect subsidiaries, HAT Holdings I LLC, a Maryland limited liability company ('HAT I') and HAT Holdings II LLC, a Maryland limited liability company ('HAT II,' and together with HAT I, the 'Company') for notes (collectively, the 'Notes' and each a 'Series' of Notes) listed in the table below as specified in the Offer to Purchase, dated June 12, 2025 (the 'Offer to Purchase') relating to the Tender Offer. The applicable total consideration to be paid in the Tender Offer for each Series of Notes accepted for purchase was determined by reference to a fixed spread specified for such Series of Notes over the yield (the 'Reference Yield') based on the bid-side price of the applicable U.S. Treasury Security, in each case as set forth in the table below (the 'Total Tender Offer Consideration'). The Reference Yields listed in the table below were determined (pursuant to the Offer to Purchase) at 9:00 a.m., New York City time, today, June 27, 2025, by the Dealer Managers (identified below). The applicable Total Tender Offer Consideration for each Series of Notes includes an Early Tender Premium of $30 per $1,000 principal amount of Notes accepted for purchase by the Company. In addition, all payments for Notes tendered on or before 5:00 p.m., New York City time, on June 26, 2025 (the 'Early Tender Deadline') that are purchased by the Company will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the early settlement date, which is currently expected to be June 30, 2025 (the 'Early Settlement Date'). The following table sets forth the aggregate principal amounts of each Series of Notes that the Company has accepted for purchase and pricing information for the Tender Offer: As previously announced, because the total aggregate principal amount of the Notes validly tendered prior to the Early Tender Deadline exceeded $700,000,000, the Company does not expect to accept any further tenders of Notes. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on July 14, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as it may be extended, the 'Expiration Date'). Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Tender Offer will be purchased, retired and cancelled by the Company on the Early Settlement Date. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-3554 (collect) or Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (866) 416-0577 (all others, toll-free) or email HASI@ This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated June 12, 2025. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, HASI, the HASI Board of Directors, the Dealer Managers, the Tender Agent and Information Agent or the trustee with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender. About HASI HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $14 billion in managed assets, HASI's investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits. Forward-Looking Statements This release may contain 'forward-looking statements,' which include information concerning the expected timing for completion of the Tender Offer, our ability to complete the Tender Offer and the expected settlement date thereof, other terms of the Tender Offer and other information that is not historical information. When used in this release, the words 'outlook,' 'forecast,' 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' 'will' and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. Numerous other factors, many of which are beyond HASI's control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in HASI's filings with the Securities and Exchange Commission. Any forward- looking statement speaks only as of the date on which it is made, and HASI undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Business Wire
27-06-2025
- Business
- Business Wire
HASI Announces Early Results and Upsizing of Cash Tender Offer for 3.375% Senior Notes Due 2026 and 8.00% Green Senior Unsecured Notes Due 2027
ANNAPOLIS, Md.--(BUSINESS WIRE)--HA Sustainable Infrastructure Capital, Inc. ('HASI') (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced the early results of the previously announced tender offer (the 'Tender Offer') by its indirect subsidiaries, HAT Holdings I LLC, a Maryland limited liability company ('HAT I') and HAT Holdings II LLC, a Maryland limited liability company ('HAT II,' and together with HAT I, the 'Company'), to purchase the outstanding notes listed in the table below (collectively, the 'Notes' and each a 'Series' of Notes). Additionally, the Company announced the increase of the Maximum Aggregate Principal Amount from $500,000,000 to an amount sufficient to accept up to $700,000,000 aggregate principal amount of the Notes (the 'Maximum Aggregate Principal Amount'). The Company has also increased the series cap on the 3.375% Senior Notes due 2026 from $250,000,000 to $400,000,000 (as amended, the 'Series Cap'). Except as described in this press release, all other terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase dated June 12, 2025 (the 'Offer to Purchase'). The Financing Condition for the Tender Offer as described in the Offer to Purchase has been satisfied. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. According to the information provided by D.F. King & Co., Inc., $920,279,000 in aggregate principal amount of the Notes were validly tendered and not validly withdrawn as of the Early Tender Deadline. In addition, the aggregate principal amount of each Series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is set forth in the table below. (1) As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer. (2) The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. Expand Because the total aggregate principal amount of the Notes validly tendered prior to the Early Tender Deadline exceeds $700,000,000 of Notes to be accepted, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline. The Company will accept for purchase up to the Maximum Aggregate Principal Amount of Notes validly tendered and not validly withdrawn as shown in the table above and in accordance with the acceptance priority levels specified in the table above and on the cover page of the Offer to Purchase. Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be eligible to receive the applicable Total Tender Offer Consideration (as defined in the Offer to Purchase), which includes an Early Tender Premium (as defined in the Offer to Purchase) of $30 per $1,000 principal amount of Notes. The applicable Total Tender Offer Consideration will be determined by reference to a fixed spread specified for such Series of Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offer to Purchase. The Total Tender Offer Consideration will be calculated by the Dealer Managers (identified below) for the Tender Offer at 9:00 a.m., New York City time, on June 27, 2025. All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant Series of Notes up to, but not including, the early settlement date, which is currently expected to be June 30, 2025 (the 'Early Settlement Date'). In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on June 26, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Tender Offer will be purchased, retired and cancelled by the Company on the Early Settlement Date. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-3554 (collect) or Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (866) 416-0577 (all others, toll-free) or email HASI@ This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated June 12, 2025. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, HASI, the HASI Board of Directors, the Dealer Managers, the Tender Agent and Information Agent or the trustee with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender. About HASI HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $14 billion in managed assets, HASI's investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits. Forward-Looking Statements: This release may contain 'forward-looking statements,' which include information concerning the expected timing for completion of the Tender Offer and the expected settlement date thereof, other terms of the Tender Offer, and other information that is not historical information. When used in this release, the words 'outlook,' 'forecast,' 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' 'will' and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. Numerous other factors, many of which are beyond HASI's control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in HASI's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and HASI undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Business Wire
03-06-2025
- Business
- Business Wire
Avolon Announces Pricing Terms of Previously Announced Debt Tender Offers
DUBLIN--(BUSINESS WIRE)--Avolon Holdings Limited ('Avolon' or the 'Company'), a leading global aviation finance company, announced today the pricing terms of the previously announced offers by Avolon Holdings Funding Limited, a Cayman Islands exempted company and a direct wholly-owned subsidiary of Avolon ('Avolon Holdings Funding' or the 'Offeror' and, together with the Company and its consolidated subsidiaries, 'we,' 'our' or 'us'), to purchase for cash each series (each, a 'Series') of the notes listed in the table below (the 'Notes') (i) in accordance with, and in the order of, the corresponding Acceptance Priority Levels and (ii) subject to the Maximum Tender Cap (as defined below) and pro rata allocation, upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below). The offers to purchase with respect to each Series of Notes are referred to herein as the 'Offers' and each, an 'Offer.' Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated May 19, 2025 (as amended or supplemented from time to time, the 'Offer to Purchase'). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. Because the aggregate purchase price (excluding Accrued Interest (as defined below)) of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on June 2, 2025 (the 'Early Tender Deadline') exceeds the Maximum Tender Cap, we will accept for purchase such Notes in accordance with the Acceptance Priority Levels, subject to the proration factors, each as set forth in the table below and as further described in the Offer to Purchase, so as not to exceed the Maximum Tender Cap. The applicable Total Consideration for each $1,000 in principal amount of Notes validly tendered and not validly withdrawn before the Early Tender Deadline and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread for each Series of Notes over the yield based on the bid price of the applicable reference security, in each case as set forth in the table below. The Tender Offer Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 9:00 A.M., New York City time, today, June 3, 2025, by the Dealer Managers (as defined below). The Total Consideration for each Series includes an early tender premium (the 'Early Tender Premium') of $30.00 per $1,000 principal amount of Notes accepted for purchase and accounts for the maturity date or par call date, as applicable. The following table sets forth the pricing terms for the Offers: ____________________ * Admitted to trading on the Irish Stock Exchange plc, trading as Euronext Dublin ('Euronext Dublin'). (1) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. The Total Consideration was determined taking into account the maturity date or par call date, as applicable, for each Series. Excludes Accrued Interest. Includes the Early Tender Premium. Expand We expect settlement for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase to occur on June 5, 2025. All payments for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will also include accrued and unpaid interest from the last interest payment date up to, but not including, the Early Settlement Date (the 'Accrued Interest'). All Notes that have been accepted for purchase will be retired and canceled and will no longer remain outstanding obligations of the Company, the Offeror or any of the Company's other subsidiaries. Such Notes will also be delisted from Euronext Dublin. The Offers will expire at 5:00 P.M., New York City time, on June 17, 2025 (as the same may be extended with respect to any Offer, the 'Expiration Date'). As a result of reaching the previously announced amount of $1,200,000,000 (as so amended, the 'Maximum Tender Cap') by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of their Acceptance Priority Level. Notes not accepted for purchase will be returned promptly to the tendering holders of the Notes ('Holders') (or, in the case of Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Notes were delivered) and otherwise returned in accordance with the Offer to Purchase. We expressly reserve the right, in our sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate any of the Offers, including the right to amend or eliminate the Maximum Tender Cap, at any time at or prior to the Expiration Date. Deutsche Bank Securities Inc. and Lloyds Securities Inc. are serving as the Lead Dealer Managers, and Huntington Securities, Inc., ING Financial Markets LLC, KeyBanc Capital Markets Inc. and NatWest Markets Securities Inc. are serving as Co-Dealer Managers, in connection with the Offers (collectively, the 'Dealer Managers'). Questions regarding terms and conditions of the Offers should be directed to Deutsche Bank Securities, Inc. by calling toll free at 866-627-0391 or to Lloyds Securities Inc. by calling collect at +1 212-827-3145. Global Bondholder Services Corporation has been appointed as information agent (the 'Information Agent') and tender agent (the 'Tender Agent') in connection with the Offers. Questions or requests for assistance in connection with the Offers or the delivery of tender instructions, or for additional copies of the Offer to Purchase, may be directed to Global Bondholder Services Corporation by calling collect at 212-430-3774 (for banks and brokers) or toll free at 855-654-2014 (for all others) or via e-mail at contact@ You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase can also be accessed at the following website: None of Avolon Holdings Funding, the Company, the Dealer Managers, Global Bondholder Services Corporation, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offers. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. This press release is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities. Neither this press release nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this press release in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. This announcement is released by the Offeror and may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/155, this announcement is made by the directors of the Offeror. About Avolon Avolon is a leading global aviation finance company connecting capital with customers to drive the transformation of aviation and the economic and social benefits of global travel. We pride ourselves on our deep customer relationships, our collaborative team approach, and our fast execution. We invest with a long-term perspective, diversifying risk and managing capital efficiently to maintain our strong balance sheet. Working with 141 airlines in 60 countries, Avolon has an owned, managed, and committed fleet of 1,096 aircraft, as of 31 March 2025. Note Regarding Forward-Looking Statements This document includes forward-looking statements, beliefs or opinions, including statements with respect to Avolon's business, financial condition, results of operations and plans. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as 'believe,' 'expects,' 'may,' 'will,' 'could,' 'should,' 'shall,' 'risk,' 'intends,' 'estimates,' 'aims,' 'plans,' 'predicts,' 'continues,' 'assumes,' 'positioned' or 'anticipates' or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. No assurance can be given that such future results will be achieved. Avolon does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.
Business Wire
27-05-2025
- Business
- Business Wire
Lincoln Financial Announces Pricing Terms
RADNOR, Pa.--(BUSINESS WIRE)--Lincoln Financial (NYSE: LNC) (the 'Company') today announced the pricing terms for its previously announced cash tender offer (the 'Offer') for its: 4.375% Senior Notes due 2050 (the '2050 Notes'); 4.350% Senior Notes due 2048 (the '2048 Notes'); Capital Securities due 2067 (the '2067 Securities'); Capital Securities due 2066 (the '2066 Securities'); Subordinated Notes due 2067 (the '2067 Subordinated Notes'); Subordinated Notes due 2066 (the '2066 Subordinated Notes' and, collectively with the 2067 Securities, the 2066 Securities, and the 2067 Subordinated Notes, the 'Subordinated Securities'); 3.050% Senior Notes due 2030 (the '2030 Notes'); and 3.400% Senior Notes due 2032 (the '2032 Notes'). The 2050 Notes, the 2048 Notes, the Subordinated Securities, the 2030 Notes, and the 2032 Notes are collectively referred to herein as the 'Securities' and, each, as a 'Series' of Securities. Capitalized terms used but not defined herein shall have the meanings given to them in the Offer to Purchase, dated May 12, 2025, as amended by the Company's press release relating to the early results and upsizing of the Offer issued on May 27, 2025 (together, the 'Offer to Purchase'). Holders of the Securities that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 23, 2025 (the 'Early Tender Deadline') and are accepted for purchase will be eligible to receive the applicable Total Tender Offer Consideration, which includes the Early Tender Premium of $30 per $1,000 principal amount of such Securities. The applicable Total Tender Offer Consideration paid for Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline and are accepted for purchase was calculated in the manner below, as indicated in the Offer to Purchase: with respect to each Series of the Securities other than the Subordinated Securities, by reference to the applicable fixed spread specified on the front cover of the Offer to Purchase over the yield to maturity based on the bid-side price of the applicable Reference U.S. Treasury Security specified on the front cover of the Offer to Purchase; and with respect to the Subordinated Securities, by reference to the applicable fixed price specified on the front cover of the Offer to Purchase. All payments for the Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on such Securities from the last interest payment date applicable to such Series of Securities to, but excluding, the early settlement date, which is currently expected to be May 29, 2025 (the 'Early Settlement Date'). The Total Tender Offer Consideration for each Series of the Securities other than the Subordinated Securities was calculated by TD Securities (USA) LLC, the lead dealer manager for the Offer, at 10:00 a.m., New York City time, today, May 27, 2025 (the 'Price Determination Date'). The following table sets forth (i) the pricing terms for the Offer and (ii) the aggregate principal amount of each Series of Securities that the Company has accepted for purchase: (1) Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Securities for each Series (the 'Early Tender Premium'). (2) Rounded to the nearest hundredth of one percent. Because the aggregate purchase price of the Securities validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds the Aggregate Offer Cap, the Securities will be accepted for purchase subject to the Acceptance Priority Levels and proration factors set forth in the table above and, in each case, as described in the Offer to Purchase. The Company will accept for purchase the aggregate principal amount of each Series of the Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline as set forth in the table above. The Securities that were validly tendered and not validly withdrawn as of the Early Tender Deadline and are accepted for purchase will be canceled by the Company on the Early Settlement Date and will no longer remain outstanding obligations of the Company. The Securities not accepted for purchase will be promptly credited to the account of the registered holder of such Securities with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase. Although the Offer is scheduled to expire at 5:00 p.m., New York City time, on June 10, 2025 (the 'Expiration Date'), the Company does not expect to accept for purchase any Securities that are tendered after the Early Tender Deadline and before the Expiration Date. The withdrawal rights for the Offer expired at 5:00 p.m., New York City time, on May 23, 2025 and have not been extended; therefore, previously tendered Securities may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company). The Company reserves the right, in its sole discretion, subject to applicable law, with respect to the Securities to: (i) waive any and all conditions to the Offer with respect to one or more Series of the Securities; (ii) extend or terminate the Offer with respect to one or more Series of the Securities or change the Acceptance Priority Level with respect to one or more Series of the Securities; (iii) increase the Aggregate Offer Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights; (iv) increase, decrease or eliminate the Sub-Cap at any time, including on or after the Price Determination Date; or (v) otherwise amend the Offer in any respect in relation to one or more Series of the Securities. Information Relating to the Offer TD Securities (USA) LLC is serving as the sole structuring advisor and lead dealer manager and BofA Securities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, and Wells Fargo Securities, LLC are serving as dealer managers for the Offer. The tender and information agent for the Offer is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related offering materials are available by contacting Global Bondholder Services Corporation at (855) 654‑2015 (toll-free) or (212) 430‑3774 (banks and brokers). Questions regarding the Offer should be directed to TD Securities (USA) LLC at (212) 827‑2806 (collect) or (866) 584‑2096 (toll-free). This press release shall not constitute an offer to sell, a solicitation to subscribe for or purchase, an offer to subscribe for or purchase, or a solicitation to sell any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. About Lincoln Financial Lincoln Financial helps people confidently plan for their vision of a successful financial future. As of December 31, 2024, approximately 17 million customers trust our guidance and solutions across four core businesses – annuities, life insurance, group protection, and retirement plan services. As of March 31, 2025, the company had $312 billion in end-of-period account balances, net of reinsurance. Headquartered in Radnor, PA, Lincoln Financial is the marketing name for Lincoln National Corporation (NYSE: LNC) and its affiliates. Learn more at Cautionary Statement Regarding Forward-Looking Statements Certain statements made in this press release are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995 (the '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 the Company's intent to purchase the Securities in the Offer, as well as statements related to the expected timing of the actions described herein. The Company claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including our ability to satisfy the conditions to, and consummate, the Offer. The risks and uncertainties included herein are not exhaustive. The Company's most recent Annual Report on Form 10-K, as well as other reports that the Company files with the Securities and Exchange Commission, include additional factors that could affect future actions and our business and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors. Further, it is not possible 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 correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.
