UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 12, 2025
Date of Report (Date of earliest event reported)
Lincoln National Corporation
(Exact name of registrant as specified in its charter)
Indiana | 1-6028 | 35-1140070 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
150 N. Radnor Chester Road, Radnor, PA 19087
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (484) 583-1400
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange |
||
Common Stock | LNC | New York Stock Exchange | ||
Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D | LNC PRD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events |
Tender Offer
On May 12, 2025, the Company announced that it has commenced a cash tender offer (the “tender offer”) for its (i) 4.375% Senior Notes due 2050 (the “2050 Notes”), (ii) 4.350% Senior Notes due 2048 (the “2048 Notes”), (iii) Capital Securities due 2067 (the “2067 Securities”), (iv) Capital Securities due 2066 (the “2066 Securities”), (v) Subordinated Notes due 2067 (the “2067 Subordinated Notes”), (vi) Subordinated Notes due 2066 (collectively with the 2067 Securities, the 2066 Securities and the 2067 Subordinated Notes, the “Subordinated Securities”), (vii) 3.050% Senior Notes due 2030 (the “2030 Notes”) and (viii) 3.400% Senior Notes due 2032 (collectively with the 2050 Notes, the 2048 Notes, the Subordinated Securities and the 2030 Notes, the “Securities”). The tender offer is capped at an aggregate purchase price of up to $375,000,000 (as such amount may be increased or decreased by the Company in accordance with applicable law), including, in the case of the Subordinated Securities, a maximum aggregate principal amount of $220,000,000. The tender offer is being made exclusively pursuant to and is subject to the terms and conditions, including a financing condition, set forth in an Offer to Purchase, dated May 12, 2025.
The Company’s obligation to accept for purchase, and to pay for, validly tendered Securities that have not been validly withdrawn, if applicable, is subject to, and conditioned upon, satisfaction or, where applicable, waiver of, certain general conditions and a financing condition, which requires (i) the settlement of the issuance and offering of a new series of Pre-Capitalized Trust Securities Redeemable May 15, 2055 (the “New P-Caps”) by Belrose Funding Trust II (“Trust II”), a Delaware statutory trust, to several initial purchasers and (ii) the settlement and receipt by the Company of the net proceeds from the sale by the Company of the Eligible Assets received as consideration for the sale of the 2.330% Notes due 2030 to Trust I (discussed below under “Intent to Exercise Right to Issue Senior Notes to Issuer of Pre-Capitalized Trust Securities Redeemable August 15, 2030”).
A copy of the press release announcing the tender offer is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Intent to Exercise Right to Issue Senior Notes to Issuer of Pre-Capitalized Trust Securities Redeemable August 15, 2030
In connection with the tender offer described above, and as provided in the Facility Agreement, dated August 18, 2020 (the “Existing Facility Agreement”), among the Company, Belrose Funding Trust, a Delaware statutory trust (“Trust I”), and The Bank of New York Mellon (the “Notes Trustee”), as trustee for the 2.330% Notes due 2030 (as defined below), the Company intends to exercise (the “Exercise”), in full, its right to issue an aggregate principal amount of $500,000,000 of its 2.330% Senior Notes due 2030 (CUSIP No. 534187 BM0) (the “2.330% Notes due 2030”) to Trust I, the issuer of $500,000,000 of Pre-Capitalized Trust Securities Redeemable August 15, 2030 (CUSIP No. 080807 AA8) (the “2030 P-Caps”). In consideration for the issuance to Trust I of the 2.330% Notes due 2030, which is expected to occur on May 15, 2025, the Company will receive from Trust I the portfolio of principal and interest strips of U.S. Treasury securities held by Trust I (the “Eligible Assets”). The Company intends to sell the Eligible Assets and use the net proceeds thereof to fund, in whole or in part, the tender offer. To the extent such proceeds are not sufficient to fund the aggregate purchase price of securities accepted for purchase in the tender offer, the Company may use available cash or cash generated from its operations or other potential sources.
Following the Exercise, Trust I will be dissolved in accordance with its amended and restated declaration of trust, and the Notes Trustee will deliver the 2.330% Notes due 2030 to the holders of the 2030 P-Caps pro rata in respect of each 2030 P-Cap through the facilities, and in accordance with the procedures, of The Depository Trust Company, which is expected to occur on or before May 20, 2025.
This Current Report on Form 8-K is for informational purposes only and is neither an offer to subscribe for, purchase or sell, nor a solicitation of an offer to subscribe for, purchase or sell, any of the securities mentioned above and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. It is not intended to and does not constitute an exercise of the Company’s issuance right under the Existing Facility Agreement or an offer to sell, or the solicitation of an offer to subscribe for or buy, any 2.330% Notes due 2030, pre-capitalized trust securities or other securities. There can be no assurances that the Company will complete the Exercise or issue and deliver any 2.330% Notes due 2030 to Trust I, that Trust I will be dissolved or that the 2.330% Notes due 2030 will be delivered to the beneficial owners of the 2030 P-Caps.
Any Exercise of the Company’s issuance right under the Existing Facility Agreement or issuance and delivery of 2.330% Notes due 2030 will only be made pursuant to the terms of the Existing Facility Agreement and the indenture governing the 2.330% Notes due 2030, respectively.
Any offering or sale of a new issue of pre-capitalized trust securities will not be and has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be made only by means of a private offering memorandum, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K 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 Trust II’s intent to offer, sell and settle the New P-Caps, the Company’s intent to consummate the Exercise, issue and deliver the 2.330% Notes due 2030 to Trust I, the dissolution of Trust I and the Company’s intent to purchase Securities in the tender offer, as well as statements related to the Company’s intended use of proceeds from the sale of the Eligible Assets and 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: Trust II’s ability to consummate the New P-Caps issuance on favorable terms; our ability to consummate the Exercise and sell the Eligible Assets in a timely manner and on favorable terms, and our ability to satisfy the conditions to the tender offer, including the financing condition. 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 Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number |
Description |
|
99.1 | Press Release, dated May 12, 2025. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | /s/ Christopher Neczypor |
|
Name: | Christopher Neczypor | |
Title: | Executive Vice President and | |
Chief Financial Officer |
Date: May 12, 2025
Exhibit 99.1
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For Immediate Release |
Lincoln Financial Announces Cash Tender Offer
For Certain Outstanding Securities
Radnor, PA, May 12, 2025 – Lincoln Financial (NYSE: LNC) (the “Company”) today announced the commencement of a cash tender offer (the “Offer”) for the following:
(i) | 4.375% Senior Notes due 2050 (the “2050 Notes”), |
(ii) | 4.350% Senior Notes due 2048 (the “2048 Notes”), |
(iii) | Capital Securities due 2067 (the “2067 Securities”), |
(iv) | Capital Securities due 2066 (the “2066 Securities”), |
(v) | Subordinated Notes due 2067 (the “2067 Subordinated Notes”), |
(vi) | Subordinated Notes due 2066 (collectively with the 2067 Securities, the 2066 Securities and the 2067 Subordinated Notes, the “Subordinated Securities”), |
(vii) | 3.050% Senior Notes due 2030 (the “2030 Notes”), and |
(viii) | 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 referred to herein as the “Securities” and, each, a “Series” of Securities. The Offer is capped at an aggregate purchase price of up to $375,000,000 (the “Aggregate Offer Cap”), including, in the case of the Subordinated Securities, a maximum aggregate principal amount of $220,000,000 (the “Sub-Cap”). The Offer is being made exclusively pursuant to, and is subject to the terms and conditions, including a financing condition, set forth in an Offer to Purchase, dated May 12, 2025 (the “Offer to Purchase”). Securities purchased in the Offer will be retired and cancelled.
The following table sets forth certain information regarding the Securities and the Offer:
Title of Security |
CUSIP / ISIN | Aggregate Principal Amount Outstanding |
Sub-Cap (Principal Amount) (1) |
Acceptance Priority Level (2) |
Fixed Price Total Consideration (per $1,000) (3) |
Reference U.S. Treasury Security |
Bloomberg Reference Page (4) |
Fixed Spread (basis points) (3) |
Early Tender Premium (per $1,000) |
|||||||||||||
4.375% Senior Notes due 2050 |
534187 BL2 / US534187BL23 |
$ | 300,000,000 | n/a | 1 | n/a | 4.625% UST due 2/15/2055 |
FIT1 | +120 | $30 | ||||||||||||
4.350% Senior Notes due 2048 |
534187 BG3 / US534187BG38 |
$ | 450,000,000 | n/a | 2 | n/a | 4.750% UST due 2/15/2045 |
FIT1 | +120 | $30 | ||||||||||||
Capital Securities due 2067 |
534187 AU3 / US534187AU31 |
$ | 57,967,000 | $220,000,000 | 3 | $820.00 | n/a | n/a | n/a | $30 | ||||||||||||
Capital Securities due 2066 |
534187 AS8 / US534187AS84 |
$ | 160,493,000 | 4 | $830.00 | n/a | n/a | n/a | $30 | |||||||||||||
Subordinated Notes due 2067 |
534187 BP3 / US534187BP37 |
$ | 432,743,000 | 5 | $832.50 | n/a | n/a | n/a | $30 | |||||||||||||
Subordinated Notes due 2066 |
534187 BN8 / US534187BN88 |
$ | 562,034,000 | 6 | $842.50 | n/a | n/a | n/a | $30 | |||||||||||||
3.050% Senior Notes due 2030 |
534187 BJ7 / US534187BJ76 |
$ | 500,000,000 | n/a | 7 | n/a | 3.875% UST due 4/30/2030 |
FIT1 | +75 | $30 | ||||||||||||
3.400% Senior Notes due 2032 |
534187 BQ1 / US534187BQ10 |
$ | 300,000,000 | n/a | 8 | n/a | 4.250% UST due 5/15/2035 |
FIT1 | +95 | $30 |
(1) | The Sub-Cap represents the maximum aggregate principal amount of the Subordinated Securities that may be purchased pursuant to the Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Sub-Cap at any time, including on or after 10:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline (as defined below) (such date, the “Price Determination Date”), unless extended and subject to applicable law. |
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(2) | Subject to the Aggregate Offer Cap, the Sub-Cap and proration, the principal amount of each Series of Securities that is purchased in the Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 8 being the lowest) specified in this column. |
(3) | Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Securities for each Series (the “Early Tender Premium”). |
(4) | The page on Bloomberg from which the lead dealer manager will quote the bid side price of the applicable Reference U.S. Treasury Security. |
In connection with the Offer, the Company intends to exercise, in full, its issuance right under the Facility Agreement it entered into with Belrose Funding Trust, a Delaware Statutory Trust (“Trust I”), in connection with the issuance by Trust I of the Pre-Capitalized Trust Securities Redeemable August 15, 2030 (the “P-Caps”). Upon exercise of the issuance right, the Company would issue $500,000,000 aggregate principal amount of its 2.330% Senior Notes due 2030 (CUSIP No. 534187 BM0) (the “2.330% Notes due 2030”) to Trust I, and receive from Trust I, as consideration for such issuance, a portfolio of principal and interest strips of U.S. Treasury securities (the “Eligible Assets”). The Company intends to sell the Eligible Assets and use the net proceeds thereof to fund, in whole or in part, the Offer, which will allow the Company to proactively manage its debt cost and debt maturity profile in an efficient manner while providing participating holders liquidity. To the extent such proceeds are not sufficient to fund the Aggregate Offer Cap, the Company may use available cash or cash generated from its operations or other potential sources.
Alongside the Offer, the Company intends to access a new source of contingent liquidity to be provided by means of the contemplated issuance by Belrose Funding Trust II (“Trust II”) of a new series of Pre-Capitalized Trust Securities Redeemable May 15, 2055 (the “New P-Caps”). This offering, when combined with the Company’s exercise of its issuance right under the P-Caps, will allow the Company to enhance and lengthen its contingent capital by replacing the shorter-dated original P-Caps facility with a new longer-dated contingent capital facility out to 2055.
The Offer will expire at 5:00 p.m., New York City time, on June 10, 2025, unless extended or earlier terminated by the Company (the “Expiration Date”). Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on May 23, 2025 (the “Withdrawal Deadline”), but may not be withdrawn thereafter except as required by law.
The consideration paid for Securities that are validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase:
(i) | with respect to each Series of Securities other than the Subordinated Securities, by reference to the applicable Fixed Spread, in each case, as specified in the table above and in the Offer to Purchase, over the yield to maturity based on the bid-side price of the applicable Reference U.S. Treasury Security, in each case, as specified in the table above and in the Offer to Purchase; and |
(ii) | with respect to the Subordinated Securities, by reference to the applicable Fixed Price Total Consideration, in each case, as specified in the table above and in the Offer to Purchase. |
Holders of Securities that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 23, 2025 (the “Early Tender Deadline”) and accepted for purchase will receive the applicable “Total Tender Offer Consideration,” which includes the Early Tender Premium. Assuming the aggregate purchase price, as calculated pursuant to the Offer to Purchase (excluding accrued interest), for the Securities purchased on the Early Settlement Date (as defined below) is less than the Aggregate Offer Cap, holders who validly tender their Securities after the Early Tender Deadline but before the Expiration Date and whose Securities are accepted for purchase will receive only the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Securities that are accepted for purchase, which is equal to the applicable Total Tender Offer Consideration minus the Early Tender Premium.
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Payment for Securities accepted for purchase will include an amount equal to accrued and unpaid interest thereon from and including their last interest payment date up to, but not including, the applicable settlement date.
The settlement date for Securities that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to be May 29, 2025, the third business day following the Early Tender Deadline (the “Early Settlement Date”). If an amount of Securities having an aggregate purchase price, as calculated pursuant to the Offer to Purchase (excluding accrued interest), less than the Aggregate Offer Cap is purchased on the Early Settlement Date, the settlement date for Securities that are validly tendered after the Early Tender Deadline but before the Expiration Date and accepted for purchase is expected to be June 12, 2025, the second business day after the Expiration Date (the “Final Settlement Date”).
Subject to the Aggregate Offer Cap, the Sub-Cap and proration, all Securities validly tendered and not validly withdrawn before the Early Tender Deadline having a higher Acceptance Priority Level, as specified in the table above and in the Offer to Purchase, will be accepted before any Securities validly tendered and not validly withdrawn before the Early Tender Deadline having a lower Acceptance Priority Level, and all Securities validly tendered after the Early Tender Deadline but before the Expiration Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered after the Early Tender Deadline but before the Expiration Date having a lower Acceptance Priority Level. However, if Securities having an aggregate purchase price, as calculated pursuant to the Offer to Purchase (excluding accrued interest), less than the Aggregate Offer Cap are validly tendered and not validly withdrawn as of the Early Tender Deadline, Securities validly tendered and not validly withdrawn before the Early Tender Deadline will be accepted for purchase in priority to Securities validly tendered after the Early Tender Deadline but before the Expiration Date, even if such Securities validly tendered after the Early Tender Deadline but before the Expiration Date have a higher Acceptance Priority Level than Securities validly tendered and not validly withdrawn before the Early Tender Deadline.
Securities of the Series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Offer may be subject to proration so that the Company will only accept for purchase Securities resulting in the aggregate purchase price, as calculated pursuant to the Offer to Purchase (excluding accrued interest), not exceeding the Aggregate Offer Cap. In such event, Securities of any other Series subject to the Offer with a lower Acceptance Priority Level will not be accepted for purchase. In addition, Subordinated Securities of the Series in the last Acceptance Priority Level among such Subordinated Securities accepted for purchase in accordance with the terms and conditions of the Offer may be subject to proration so that the Company will only accept for purchase Subordinated Securities having an aggregate principal amount not exceeding the Sub-Cap. In such event, Subordinated Securities of any other Series subject to the Offer with a lower Acceptance Priority Level will not be accepted for purchase.
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Furthermore, (1) if Securities having an aggregate purchase price, as calculated pursuant to the Offer to Purchase (excluding accrued interest), equal to or greater than the Aggregate Offer Cap are validly tendered and not validly withdrawn as of the Early Tender Deadline, subject to the Aggregate Offer Cap, the Sub-Cap and proration, holders who validly tender Securities after the Early Tender Deadline but before the Expiration Date will not have any of their Securities accepted for purchase and (2) if Subordinated Securities having an aggregate principal amount equal to or greater than the Sub-Cap are validly tendered and not validly withdrawn as of the Early Tender Deadline, subject to the Aggregate Offer Cap, the Sub-Cap and proration, holders who validly tender Subordinated Securities after the Early Tender Deadline but before the Expiration Date will not have any of their Subordinated Securities accepted for purchase.
The Company’s obligation to accept for purchase, and to pay for, validly tendered Securities that have not been validly withdrawn, if applicable, is subject to, and conditioned upon, satisfaction or, where applicable, waiver of, certain general conditions and a financing condition, in each case as described in the Offer to Purchase.
The financing condition requires (i) the settlement of the issuance and offering of the New P-Caps by Trust II to several initial purchasers and (ii) the settlement and receipt by the Company of the net proceeds from the sale by the Company of the Eligible Assets received as consideration for the sale of the 2.330% Notes due 2030 to Trust I.
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 Securities; (ii) extend or terminate the Offer with respect to one or more Series of Securities or change the Acceptance Priority Level with respect to one or more Series of 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 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. and Morgan Stanley & Co. 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 LincolnFinancial.com.
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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 Trust II’s intent to offer, sell and settle the New P-Caps, the Company’s intent to consummate the exercise of its issuance right under the Facility Agreement with Trust I, issue and deliver the 2.330% Notes due 2030 to Trust I and the Company’s intent to purchase Securities in the Offer, as well as statements related to the Company’s intended use of proceeds from the sale of the Eligible Assets and 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: Trust II’s ability to consummate the New P-Caps issuance on favorable terms; our ability to consummate the exercise of our issuance right under the Facility Agreement with Trust I and sell the Eligible Assets in a timely manner and on favorable terms, and our ability to satisfy the conditions to the Offer, including the financing condition. 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.
Contact:
Tina Madon
Investor Relations
Tina.Madon@LFG.com
Sarah Boxler
Media Relations
Sarah.Boxler@LFG.com
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