Bain Capital has agreed to invest $825 million in Lincoln Financial Group for a 9.9% ownership stake, as part of a broader effort to support Lincoln’s growth plans and expand its access to alternative investment strategies.
The transaction includes a 10-year, non-exclusive investment management arrangement. Bain Capital will oversee a portion of Lincoln’s portfolio across private credit, structured assets, mortgage loans and private equity, according to a joint statement.
Lincoln said the partnership is intended to provide consistent access to private assets that offer varied risk-adjusted returns, complementing its existing multi-manager investment platform. It also said proceeds from the investment will support earnings growth, enable changes to its reinsurance mix, and allow for adjustments to its investment allocation. The company also noted potential benefits in terms of capital flexibility and management of legacy life insurance liabilities.
“This transaction is about growth and opportunity,” said Ellen Cooper, chairman, president and CEO of Lincoln Financial Group, during a conference call. “Our partnership with Bain Capital will provide us a competitive advantage as we leverage their cross-platform asset management capabilities and deploy additional capital created through their investment to support enhanced profitable growth.”
Lincoln will issue approximately 18.8 million shares of common stock at $44 per share. The pricing reflects a 25% premium to the 30-day volume-weighted average price as of April 8.
Bain Capital’s shares will be subject to a three-year lock-up period. After that, the firm may sell up to one-third of its holdings each year on the anniversary of the lock-up expiration, according to Lincoln CFO Christopher Neczypor.
Neczypor said the company began evaluating potential partnerships more than a year ago, focusing on the increased intersection between private capital and the insurance sector. He said the new capital will primarily be directed toward the company’s spread-based annuities business, with additional investments possible across Lincoln’s life insurance operations.
The transaction is expected to close in the second half of 2025, subject to regulatory approval and customary closing conditions. Lincoln said it expects the deal to be accretive to earnings beginning in 2027.
Goldman Sachs & Co. LLC served as financial adviser to Lincoln, with Wachtell, Lipton, Rosen & Katz providing legal counsel. Sumitomo Mitsui Banking Corp. advised Bain Capital, which was also represented by Debevoise & Plimpton LLP and Ropes & Gray LLP.
In the fourth quarter of 2024, Lincoln Financial reported net income available to common shareholders of $1.68 billion, reversing a net loss of $1.25 billion a year ago.
The company also reported growth across multiple business lines, including group protection, where operating income more than doubled to $107 million. The improvement was attributed to favorable disability results, lower mortality and operational performance.
