The IPO is a liquidity event for existing partners with significant insider cash-out ($125M to directors/officers). The dual-class structure means public investors have negligible voting control. Monitor post-IPO float and lock-up expirations for selling pressure. The strong revenue growth and recurring valuations business provide a solid fundamental backdrop, but the high debt load and substantial TRA obligations are credit risks.
Executive Summary
Lincoln International, a global independent investment banking advisory firm focused on private capital markets, filed Amendment No. 2 to its S-1 for an IPO of 21,049,988 shares of Class A common stock at $18-$20 per share. Pro forma client revenues were $842.4 million in 2025 (up 35% YoY) with pro forma net income of $12.6 million, though adjusted EBT was $145.9 million. Net proceeds of ~$368 million will be used to redeem $180 million of common units from existing partners (including $125 million to directors/officers), repay $186 million of debt, and for general corporate purposes. The offering represents ~21% economic interest with IPO investors holding only ~4% voting power due to a dual-class structure.
Key Financial Metrics
Key Facts
- IPO of 21,049,988 shares at $18-$20 per share; 20,604,046 from issuer, 445,942 from selling stockholders.
- Pro forma 2025 client revenue of $842.4M (up 35% YoY from $772.1M historical LILP); pro forma net income of $12.6M.
- Net proceeds of ~$368M used to redeem $180M in common units from partners ($125M to directors/officers), repay $186M debt, and general corporate purposes.
- Dual-class structure: IPO investors hold ~4% voting power; LILP Controlling Partners hold ~87% via Class C shares (10 votes each).
- Lincoln is a global independent investment banking advisory firm focused on private capital markets, with ~1,400 professionals across 14 countries.
- MarshBerry acquisition closed Oct 31, 2025, adding Financial Services sector expertise.
- Pro forma adjusted EBT of $145.9M for 2025; pro forma net income of $12.6M.
- Quarterly dividend of $0.07/share planned starting Q3 2026.
- Tax Receivable Agreement expected to result in ~$68.7M in payments over 20 years.
- Lock-up: 180-day underwriter lock-up; 2-year lock-up on common units for LILP Partners.
Financial Impact
IPO raises ~$368M net; proceeds used to redeem $180M in partner units, repay $186M debt, and for general corporate purposes.
Risk Factors
- Dual-class structure gives LILP Controlling Partners ~87% voting power, limiting public shareholder influence.
- Substantial insider cash-out ($125M to directors/officers) and debt repayment reduce IPO proceeds for growth.
- Tax Receivable Agreement creates ~$68.7M in future cash payment obligations over 20 years.
- Revenue is highly dependent on M&A advisory success fees, which are volatile and transaction-timing dependent.
- Integration risk from recent MarshBerry acquisition and ability to retain key talent.
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001628280-26-035230 |
| Exhibit: exhibit231-sx1a2.htm | 0001628280-26-035230 |
| Exhibit: exhibit232-sx1a2.htm | 0001628280-26-035230 |
| Exhibit: exhibit233-sx1a2.htm | 0001628280-26-035230 |
| Document: 0001628280-26-035230-index-headers.html | 0001628280-26-035230 |
| Document: 0001628280-26-035230-index.html | 0001628280-26-035230 |
| Document: 0001628280-26-035230.txt | 0001628280-26-035230 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | SC 13G/A | $23.44 | awaiting T+20 | — | $23.76 (−1.37%) |
Oct 15, 2026 12d ago | Press Release | $24.36 | awaiting T+20 | — | $23.76 (−2.46%) |
Sep 18, 2026 5w ago | SC 13G | $24.68 $23.26 | ▼ −5.75% | ▼ −4.85% | $23.76 (−3.73%) |
Aug 6, 2026 11w ago | 8-K | $23.41 $26.83 | ▲ +14.61% | ▲ +14.01% | $23.76 (+1.50%) |
May 26, 2026 22w ago | 8-K | $22.74 $23.00 | ▲ +1.14% | ▲ +3.04% | $23.76 (+4.49%) |
May 21, 2026 22w ago | 424B4 | $23.05 $23.63 | ▲ +2.49% | ▲ +2.16% | $23.76 (+3.08%) |
May 20, 2026 22w ago | 3 | $23.05 $23.63 | ▲ +2.49% | ▲ +2.16% | $23.76 (+3.08%) |
May 14, 2026 23w ago | S-1/A | — | awaiting T+20 | — | — |
May 11, 2026 24w ago | S-1/A | — | awaiting T+20 | — | — |
US Market Status
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