M&A - LINCOLN NATIONAL CORP

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000005955825000035

Filing Summary: On April 9, 2025, Lincoln National Corporation entered into a stock purchase agreement with Bain Capital Prairie, LLC to sell 18,759,497 shares of its common stock, amounting to approximately 9.9% of the outstanding shares post-transaction, for about $825 million in cash. The transaction is contingent upon the expiration or termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act and customary closing conditions. The agreement includes restrictions on the buyer's ability to transfer or purchase more stock and grants the buyer certain rights regarding board representation. The company plans to enter into an investment management agreement with an affiliate of Bain Capital to manage a significant portion of its insurance subsidiaries' assets, with expected growth to at least $20 billion over six years. A press release and investor presentation regarding the transaction were also issued on the same day.

Document Link: View Document

Additional details:

Date Of Report: 2025-04-09


Buyer: Bain Capital Prairie, LLC


Shares Sold: 18,759,497


Percentage Of Outstanding Common Stock: 9.9%


Transaction Value: $825 million


Waiting Period Conditions: Hart-Scott-Rodino Antitrust Improvements Act


Investment Management Agreement: with Bain Capital Asset Management, LP


Assets Under Management Initial: $1.4 billion


Assets Under Management Goal: $20 billion over six years


Press Release Date: 2025-04-09


Investor Presentation Date: 2025-04-09


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