UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Explanatory Note

On July 6, 2016, Lincoln National Corporation ("we" or the "Company") filed with the Securities and Exchange Commission a Current Report on Form 8-K (the "Original Form 8-K").  The Original Form 8-K was filed noting an incorrect date for termination of the commitments under the credit agreement with a syndicate of banks, including JPMorgan Chase Bank, N.A. ("JPMCB"), as administrative agent, and the other lenders named therein (the "Credit Facility").  This Current report on Form 8-K/A is being filed to amend, restate and replace in its entirely the Original Form 8-K.

Item 1.01, Entry into a Material Definitive Agreement

On June 30, 2016, the Company entered into the Credit Facility. The Credit Facility allows for the issuance of letters of credit of up to $2.5 billion and borrowing of up to $2.5 billion, $1.750 billion of which is available only to reimburse the banks for drawn letters of credit.  The Credit Facility is unsecured and has a commitment termination date of June 30, 2021.

Under the Credit Facility, we pay a fee of 0.975% per annum on issued syndicated letters of credit and a facility fee of 0.15% per annum on the aggregate commitment.  These fees adjust automatically in the event of a change in our credit ratings.

The Credit Facility contains customary terms and conditions, including covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets. The Credit Facility also includes financial covenants including: (i) maintenance of a minimum consolidated net worth equal to the sum of (a) $10.477 billion plus (b) fifty percent (50%) of the aggregate net proceeds of equity issuances received by us in accordance with the terms of the Credit Facility; and (ii) a debt-to-capital ratio as defined in accordance with the Credit Facility not to exceed 0.35 to 1.00. Further, the Credit Facility contains customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Credit Facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.

Effective as of June 30, 2016, the Credit Facility replaced our Credit Agreement dated as of May 29, 2013 among us and the banks party thereto and JPMCB, as Administrative Agent (the "Terminated Credit Facility"), and the commitments under the Terminated Credit Facility have been terminated.

The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Facility, which is attached as Exhibit 10.1 and incorporated herein by reference.

From time to time, in the ordinary course of their business, certain lenders under the Credit Facility and the Terminated Credit Facility or their affiliates have provided, and may in the future provide, various financial advisory, investment banking, commercial banking, financing arrangements or investment management services to us and our affiliates, and have been or are counterparties in various securities transactions, for which they have received and may continue to receive customary fees and commissions.  In addition, the lenders under the Credit Facility and the Terminated Credit Facility or their affiliates may, from time to time, engage in transactions with or perform services for us in the ordinary course of business, including acting as distributors of various life and annuity products of our subsidiaries.

Item 1.02. Termination of a Material Definitive Agreement

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" with respect to the termination of the Terminated Credit Facility is incorporated herein by reference.

(d) Exhibits.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

LINCOLN NATIONAL CORPORATION

 

By        ___________________________

Name:  Randal J. Freitag

Title:    Executive Vice President and

 

Date:  July 14, 2016