Key Takeaways
- • Bain Capital will acquire a 9.9% stake in Lincoln Financial (NYSE: LNC) for $825 million in an all-cash transaction, according to the companies' April 9, 2025 announcement.
- • LNC will sell approximately 18.8 million shares at $44.00 per share, a 25% premium to the 30-day VWAP as of April 8, 2025.
- • The partnership establishes a 10-year, non-exclusive strategic investment management relationship across private credit, structured assets, mortgage loans, and private equity.
- • Proceeds will fund growth in spread-based earnings, portfolio management and asset sourcing, legacy life portfolio optimization, and reduction of leverage toward a 25% target.
- • The transaction is subject to regulatory approvals and is expected to close in the second half of 2025.
Summary
Lincoln Financial and Bain Capital announced a strategic partnership on April 9, 2025, under which Bain Capital will acquire a 9.9% equity stake in Lincoln National Corporation, the parent of the Lincoln Financial brand, for $825 million in cash. Lincoln will issue approximately 18.8 million common shares at $44.00 per share, a price set at a 25% premium to the 30-day volume-weighted average price as of April 8, 2025. The parties signed a definitive agreement for the sale on a post-issuance basis. Bain Capital has agreed to certain limitations and restrictions on its ability to divest the stake.
As part of the transaction, the companies agreed to a 10-year, non-exclusive strategic investment management relationship in which Bain Capital becomes an investment manager across private credit, structured assets, mortgage loans, and private equity. According to Lincoln, the arrangement gives the company access to a sustained source of private asset classes with differentiated risk-adjusted returns that complement its existing multi-manager platform.
Lincoln Chairman, President and CEO Ellen Cooper said the partnership "aligns us with a highly reputable organization" and will help the company accelerate execution of its strategy. David Gross, Co-Managing Partner at Bain Capital, said the relationship reflects the firm's commitment to Lincoln's future through its investment platform, cross-asset expertise and value-added capital.
Lincoln said the capital will support growth in spread-based earnings, its portfolio management and asset sourcing capabilities, and optimization of its legacy life portfolio. The transaction also gives the company financial flexibility to accelerate its goal of reducing its leverage ratio toward a 25% target.
The deal is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the second half of 2025. Goldman Sachs & Co. LLC advised Lincoln as financial advisor, with Wachtell, Lipton, Rosen & Katz as legal advisor. Sumitomo Mitsui Banking Corporation acted as structuring advisor to Bain Capital, with Debevoise & Plimpton LLP and Ropes & Gray LLP as legal advisors. Bain Capital, founded in 1984, reports approximately $185 billion in assets under management, and Lincoln reports $321 billion in end-of-period account balances as of December 31, 2024.
As part of the transaction, the companies agreed to a 10-year, non-exclusive strategic investment management relationship in which Bain Capital becomes an investment manager across private credit, structured assets, mortgage loans, and private equity. According to Lincoln, the arrangement gives the company access to a sustained source of private asset classes with differentiated risk-adjusted returns that complement its existing multi-manager platform.
Lincoln Chairman, President and CEO Ellen Cooper said the partnership "aligns us with a highly reputable organization" and will help the company accelerate execution of its strategy. David Gross, Co-Managing Partner at Bain Capital, said the relationship reflects the firm's commitment to Lincoln's future through its investment platform, cross-asset expertise and value-added capital.
Lincoln said the capital will support growth in spread-based earnings, its portfolio management and asset sourcing capabilities, and optimization of its legacy life portfolio. The transaction also gives the company financial flexibility to accelerate its goal of reducing its leverage ratio toward a 25% target.
The deal is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the second half of 2025. Goldman Sachs & Co. LLC advised Lincoln as financial advisor, with Wachtell, Lipton, Rosen & Katz as legal advisor. Sumitomo Mitsui Banking Corporation acted as structuring advisor to Bain Capital, with Debevoise & Plimpton LLP and Ropes & Gray LLP as legal advisors. Bain Capital, founded in 1984, reports approximately $185 billion in assets under management, and Lincoln reports $321 billion in end-of-period account balances as of December 31, 2024.
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