Good morning, and thank you for joining Lincoln Financial's call. At this time, all lines are in listen-only mode. If you need assistance at any time during the call, please press the star key followed by the zero, and someone will help you. Now, I would like to turn the call over to the Senior Vice President, Head of Investor Relations, Tina Madon. Please go ahead.
Thank you, Rob. Good morning, everyone, and welcome to our call today to review our announcement reporting of our strategic partnership with Bain Capital. The press release and investor presentation related to this transaction can be found on the investor relations page of our website, www.lincolnfinancial.com. Before we begin, I want to remind you that any statements made during today's call regarding expectations, future actions, trends in our businesses, prospective services or products, future performance, or financial results are forward-looking statements under the Private Securities Litigation Reform Act of 1995. In particular, these include statements relating to the closing of the transaction and the expected timing thereof, the expected benefits of the transaction, the expected use of the transaction proceeds, and the impact of the transaction on our leverage ratio and free cash flow.
These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from our current expectations. These risks and uncertainties include those described in the cautionary statement disclosures in our earnings release issued earlier, sorry, in our press release issued earlier this morning, as well as those detailed in our 2024 annual report on Form 10-K, most recent quarterly reports on Form 10-Q, and from time to time in our other filings with the SEC. These forward-looking statements are made only as of today, and we undertake no obligation to update or revise any of them to reflect events or circumstances that occur after today. Presenting this morning are Ellen Cooper, Chairman, President, and CEO, and Chris Neczypor, Chief Financial Officer.
Before turning the call over to Ellen, I want to remind you, or I want to let you know, that because we're in our quiet period prior to our first quarter earnings announcement, we will not be taking questions after our prepared remarks today. We look forward to addressing your questions on our partnership with Bain Capital and on our 2025 first quarter results when we announce them on May 8th. With that, let me now turn the call over to Ellen.
Good morning, everyone. Thank you for joining us on this important day for Lincoln Financial. We are pleased to announce that we have entered into a long-term strategic partnership with Bain Capital, one of the industry's premier global investment firms. Through this partnership, Bain Capital will become a strategic asset manager for Lincoln's general account assets, enabling expanded scale and differentiated access to private asset origination. Bain Capital will also be a strategic collaborator in leveraging our foundational competitive advantages, distribution strength, broad product portfolio, and customer-centric service model to create broader opportunities for accelerated growth and value creation.
This partnership is underpinned by a strategic minority investment in Lincoln by Bain Capital at a substantial premium to our 30-day volume-weighted average share price, reinforcing the strong alignment between both parties while providing growth capital to support the acceleration of strategic priorities consistent with the objectives we have laid out as we continue to deliver results on our multi-year journey to transform Lincoln. This transaction is about growth and opportunity, accelerating the significant momentum we have built across this organization over the last two years. As we evaluated the significance of this partnership, there were three key areas that were critical to its long-term success, and I will spend a few minutes touching on each of them before handing the call over to Chris to provide more of the specifics of the transaction.
First, the structure of the partnership needed to align with our strategic objectives and be sequenced properly to enable the acceleration of our growth strategy. By way of context, our strategy for long-term value creation is built on three elements. The first is strong foundational capital, and we ended 2024 with an RBC ratio in excess of 420%, consistent with our goal to hold a buffer level of capital above our 400% target. The second is advancing a scalable framework for maximizing our resources. We have been taking steps to optimize our operating model, which have included expense actions, enhancing our investment strategy, and launching a Bermuda-based affiliated reinsurer. The third is delivering profitable growth. We have made significant progress on this objective, which includes building our group business to be a larger and more profitable part of the company, realigning our retail life franchise, and growing spread-based earnings.
Over the last year, we built the necessary capabilities to become a leading participant in spread-based businesses, expanding fixed and RILA annuity product offerings that deliver compelling customer value propositions, and launching an FABN program. We have had success in building a profitable presence in the fixed and RILA markets and recognize there is significant customer demand and a larger opportunity to accelerate this objective. To capitalize on the opportunity to be a larger player with more significant emphasis in these spread-based markets requires leveraging the right combination of our competitive advantages of distribution leadership, product breadth, and customer service with the optimal mix of external and internal reinsurance. It also necessitates a more strategic capability to scale and uniquely source private asset origination.
Our partnership with Bain Capital will provide this competitive advantage as we leverage their cross-platform asset management capabilities and deploy additional capital created through their investment to support enhanced profitable growth. Second, we were seeking a partner that recognizes and validates the strength of our retail and workplace franchises, including our unwavering dedication to providing financial protection and security to our more than 17 million customers and our longer-term objective to expand access to enable even more people to confidently succeed their way in achieving their financial goals. This relentless focus on serving our customers is a priority and inspires us to continually invest in the products, tools, and capabilities that directly address their needs.
Through this strategic collaboration with Bain Capital, we expect to leverage the cross-synergies of our operating knowledge, experience, and business discipline to accelerate product innovation, broaden our offerings, and deliver compelling customer value propositions to drive further profitable growth. Finally, in choosing the right long-term partner, there needed to be a strong alignment of culture and values where both organizations are invested in each other's success. Through this partnership with Bain Capital, we have a world-class and culturally like-minded organization that shares our collaborative approach and commitment to long-term stewardship of capital. In conclusion, this partnership marks a pivotal milestone for Lincoln. We are aligning ourselves with a highly reputable organization whose powerful platform will enable us to move faster, innovate more effectively, and execute with precision in an evolving market.
Their commitment validates the strength of our franchise and provides us with additional flexibility to adapt more quickly with greater impact. Finally, we are partnering with an organization known for its leading private asset origination platform and long-term solutions orientation, which will further support Lincoln's future success. We are excited about the strategic and financial benefits of these complementary capabilities and believe this partnership positions us to drive sustainable growth, all while creating shared opportunities for our stakeholders and continuing to deliver on our commitment to our customers. With that, I will now turn the call over to Chris.
Thank you, Ellen, and good morning, everyone. To build on Ellen's comments, I'll touch on three areas this morning. First, an overview of the transaction. Second, some of the key terms. Third, a general framework for how to think about the use of proceeds. We began this process over a year ago, exploring the idea of finding the right long-term strategic partner as we thought about the convergence of private asset management and the insurance industry. A number of key items were critical to us before entering a partnership of this kind. First, we needed to choose a partner with best-in-class private investment capabilities. We are leveraging the combined platform of our distribution and product development with their asset management sourcing and expertise would create a sustained competitive advantage over time. Second, we knew it needed to be the right fit.
Entering a partnership like this is more than a transaction. Finding the right partner is key to forming a long-term relationship built upon not only economic alignment, but also cultural alignment. We wanted to make sure that this partner would be value-enhancing to Lincoln and that we would be value-enhancing to their growth goals. The economic terms needed to accelerate value creation for our shareholders. This meant both minimizing the dilutive impact of the transaction and ensuring we retained the contractual flexibility to maintain our operating model. As you know, we've had the benefit of working with most of the top private asset managers in the industry. We've done a number of very large reinsurance deals over the past few years.
We've had flow reinsurance relationships across a variety of products, and we have a significant general account with a large number of both fixed income and private equity investment mandates. Finding a partner like Bain Capital is truly the best-case scenario, and I'll touch more on this in a moment. Let's first walk through some of the key terms of the partnership. As part of the transaction, Bain Capital will be taking a 9.9% common equity stake in Lincoln at $44 per share, representing a 25% premium to the 30-day volume-weighted average stock price of $35.19 as of April 8th, 2025. Total cash consideration will be approximately $825 million. The shares will be subject to a three-year lockup, with Bain Capital able to sell one-third of their stake at each subsequent anniversary after the third year.
Additionally, we have agreed to enter a 10-year non-exclusive strategic investment management relationship with Bain Capital, committing to $1.4 billion of AUM to be managed starting at or shortly following the close of the transaction and growing to a minimum of $20 billion by the end of year six. It's important to note that our hope and expectation is for Bain Capital to become an even larger manager of our general account as we grow and scale our spread-based strategies. The targeted asset classes included in the IMA will be private and structured credit, mortgage loans, and private equity, among others. This partnership will provide us with access to a sustained source of high-quality private asset classes with differentiated risk-adjusted returns. However, we remain committed to maintaining our multi-manager framework, as we have discussed in the past, having benefited from the diversification of sourcing and investment capabilities.
Thus, none of the asset classes to be managed by Bain Capital will be done on an exclusive basis. We believe this is the right balance for Lincoln's shareholders and customers, strategically partnering with Bain Capital to scale and grow while at the same time maintaining the flexibility that has been the hallmark of our general account for the past decade. From a fee perspective, there is an ultimate minimum fee of 50 basis points on contractual AUM managed across all asset classes, which includes allocations to private equity funds. However, we would expect the actual fees to be in excess of that minimum given the targeted asset classes. What is important to note is that the investment management fees we have agreed to at an asset class level are consistent with our current investment management fees.
This is not a situation where we've traded higher investment fees on a run-rate basis for capital today. This is an alignment of interests by two franchises focused on significant growth and value creation. Turning to the use of proceeds, I would think of the deployment of capital as accelerating our strategic priorities with three general categories. First, the primary use of capital will be to grow our spread-based earnings in our annuities business. We've talked about our long-term goal of reducing the volatility of that business and diversifying the product mix toward fixed annuities and RILA, and the capital provided by the transaction will allow us to both optimize the mix of our external and internal flow reinsurance as well as grow overall sales in our existing markets.
With the utilization of Alpine, our Bermuda-based subsidiary, we expect to achieve a 12% rate of return on capital deployed and would expect to sustain that level of return with this growth. Second, as we mentioned on last quarter's call, we recently launched our FABN program. We think there is considerable upside to Lincoln's issuance ability here when you consider the volume that many of our peers do on an annual basis. Here, we're achieving north of 12% returns on capital deployed, though future issuance and return profiles will vary with the market, as you would expect. Both of these uses of proceeds go hand in hand with the asset sourcing value creation that Bain Capital will provide, and so there is a feedback loop that we think will fit nicely with our strategic priorities of delivering profitable growth and lowering the volatility of our capital and earnings over time.
Lastly, we've talked about increasing the free cash flow coming out of our legacy life block being a strategic priority. We may use part of the capital to reposition the asset portfolio that backs the life business, including growing the alternatives portfolio, and part of it may be used for more reinsurance. We will look to accelerate our thinking here as we progress through the close and give more specific comments around our thoughts here over time. Additionally, the transaction will provide us with the financial flexibility to accelerate our progress toward our target leverage ratio of 25% and future optionality around capital return.
From a timing perspective, assuming the deal closes in the second half of this year, with the capital then being invested over the next 18 months, we would expect the overall impact from the transaction to be accretive to free cash flow per share starting in 2027. Lastly, a few comments on Bain Capital. What was critical to us was partnering with someone with a broad set of capabilities, a culture that aligns with ours, and an ability to add value across more value chains than just investment management. As we went through the process of diligence over the last few months, it became clear that Bain Capital checked all the boxes.
They are the largest privately owned alternative investment manager in the world, have a top-tier track record with $185 billion in AMU, and have a global team with nearly 1,900 employees across 24 offices on four continents. If you step back, the insurance industry has been going through an evolution over the past decade as alternative investment firms have been able to add considerable value to the insurance universe. You're seeing it in general account investing, in product development, in distribution, and in capital sourcing. With this transaction, Lincoln and Bain Capital have committed to working together to grow existing products and explore the development of new ones. This is a partnership that reflects an innovative mindset that we believe will further differentiate us competitively and generate superior value for our shareholders, customers, distribution partners, and other stakeholders over time.
We couldn't be more thrilled to enter this long-term strategic partnership with Bain Capital, and we look forward to taking your questions in a few weeks. With that, let me now turn the call back to Tina.
Thank you, Chris, and thanks to everyone for joining us this morning. This concludes our call.
This concludes today's conference call. Thank you for joining. You may now disconnect.