Bain Capital has acquired a 9.9% equity stake on a post-issuance basis in financial services company Lincoln Financial for $825m in an all-cash transaction.
As part of the deal, Lincoln and Bain Capital have agreed to enter into a 10-year, non-exclusive strategic investment management relationship, with Bain Capital becoming an investment manager across a variety of asset classes including private credit, structured assets, mortgage loans, and private equity. This partnership provides Lincoln with access to a sustained source of private asset classes with differentiated risk-adjusted returns that will enhance its existing multi-manager platform.
LNC will also sell approximately 18.8 million shares of its common stock for $44.00 per share, based on a 25% premium to the 30-day volume-weighted average price as of 8 April 2025. Under the terms of the agreement, Bain Capital has agreed to certain limitations and restrictions on its ability to divest its ownership stake.
The transaction provides Lincoln with growth capital to deploy toward its strategic priorities, including growing spread-based earnings, advancing its portfolio management efforts and asset sourcing capabilities, and optimising its legacy life portfolio. Additionally, it provides the financial flexibility to accelerate Lincoln’s goal of reducing its leverage ratio towards its 25% target.
The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to close in the second half of 2025.
Goldman Sachs & Co acted as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to Lincoln Financial. Sumitomo Mitsui Banking Corporation acted as structuring advisor and Debevoise & Plimpton and Ropes and Gray served as legal advisor to Bain Capital.
