Lincoln Financial Launches $375 Million Debt Tender Offer to Optimize Capital Structure

Lincoln Financial Group (NYSE: LNC) has announced a cash tender offer to purchase up to $375 million in aggregate of its outstanding debt securities, including both senior and subordinated notes. The offer spans eight different series of securities, including 4.375% and 4.350% senior notes due in 2050 and 2048, and various capital and subordinated securities maturing as late as 2067.
The offer includes:
• An aggregate cap of $375 million
• A sub-cap of $220 million for subordinated securities
• Early Tender Premium of $30 per $1,000 principal for all series
Lincoln intends to fund the tender using proceeds from its $500 million issuance of 2.330% Senior Notes due 2030, delivered to Belrose Funding Trust I in exchange for U.S. Treasury securities. The sale of these securities will generate cash for the tender offer. The company also plans to enhance liquidity by supporting the creation of New P-Caps via Belrose Funding Trust II, extending contingent capital out to 2055.
Key dates:
• Early Tender Deadline: May 23, 2025
• Offer Expiration: June 10, 2025
• Early Settlement Date: May 29, 2025
• Final Settlement Date: June 12, 2025 (if applicable)
The offer is subject to market conditions and financing conditions. Accepted securities will be retired and canceled.
For more details, including pricing methodology and priority levels, investors can refer to the full Offer to Purchase or contact Global Bondholder Services or the dealer managers (TD Securities, BofA Securities, and Morgan Stanley).
Lincoln Financial, with over 17 million customers and $312 billion in assets, aims to reduce debt costs and enhance financial flexibility through this proactive debt management strategy.

Lincoln Financial Receives $825 Million Investment from Bain Capital to Fuel Strategic Growth

Lincoln Financial and Bain Capital have announced a long-term strategic partnership aimed at accelerating Lincoln's growth and unlocking value. As part of the deal, Bain Capital will invest $825 million in Lincoln Financial, acquiring a 9.9% equity stake at a premium price of $44.00 per share.

The two firms will also establish a 10-year strategic asset management relationship, allowing Lincoln to benefit from Bain’s expertise in asset classes such as private credit, structured assets, mortgage loans, and private equity. This collaboration is expected to strengthen Lincoln’s investment capabilities, support its portfolio strategy, and enhance returns.

The proceeds will be used to support Lincoln’s strategic initiatives, including expanding spread-based earnings, managing its legacy life portfolio, and lowering its leverage ratio. The transaction is expected to close in the second half of 2025, pending regulatory approvals.

Executives from both companies highlighted shared values and the long-term strategic potential of the deal. Lincoln Financial was advised by Goldman Sachs and Wachtell, while Bain Capital received advisory support from Sumitomo Mitsui Banking Corporation and legal counsel from Debevoise & Plimpton and Ropes & Gray.

Lincoln Financial reported strong financial results for the fourth quarter and full year of 2024. Fourth-quarter net income reached $1.7 billion, or $9.63 per diluted share, while adjusted operating income was $332 million, or $1.91 per diluted share. The difference between net income and adjusted operating income was due to market risk benefits and changes in the fair value of an embedded derivative. The company’s estimated risk-based capital ratio was over 430% at the end of the year.

Key business highlights include record sales, earnings, and margins for Group Protection, strong earnings growth for Annuities, and a 25% increase in total deposits for the Retirement business. Lincoln Financial’s focus on risk-sharing products and operational efficiency contributed to its successful year.