Legence Corp. completes IPO of 29.5M shares at $28.00/share, repays debt

Legence Corp.

Closed IPO of 26,000,000 Class A shares at $28.00; underwriters exercised over-allotment for 3,487,627 additional shares.
Net proceeds contributed to Legence Holdings to repay term loan borrowings under Credit Agreement.
Board appointed Terrence Keenen (Chairman), Christie Kelly, Bilal Khan, Robert Nimocks, Jeffrey Sprau; adopted 2025 Omnibus Incentive Plan.
Issued 178,571 Class A and 46,680,762 Class B shares to Legence Parent in unregistered transaction exempt under Section 4(a)(2).
Entered underwriting, tax receivable, exchange, and registration rights agreements as part of the IPO.

item 1.01 item 3.02 item 3.03 item 5.03 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Legence Corp. issued 28,844,369 shares of Class A Common Stock of common stock to Legence Parent II LLC.

Security: common stock
Shares: 28,844,369 shares of Class A Common Stock
Purchaser: Legence Parent II LLC

Exact text from the filing

the Company issued (i) 178,571 shares of Class A Common Stock and 46,680,762 shares of its Class B common stock, par value $0.01 per share (the “Class B Common Stock”), to Legence Parent LLC (“Legence Parent”), and (ii) 28,844,369 shares of Class A Common Stock to Legence Parent II LLC.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Legence Corp. issued 178,571 shares of Class A Common Stock and 46,680,762 shares of its Class B common stock of common stock to Legence Parent LLC.

Security: common stock
Shares: 178,571 shares of Class A Common Stock and 46,680,762 shares of its Class B common stock
Purchaser: Legence Parent LLC

Exact text from the filing

the Company issued (i) 178,571 shares of Class A Common Stock and 46,680,762 shares of its Class B common stock, par value $0.01 per share (the “Class B Common Stock”), to Legence Parent LLC (“Legence Parent”), and (ii) 28,844,369 shares of Class A Common Stock to Legence Parent II LLC.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Legence Corp.: Amended and restated bylaws adopted and effective September 11, 2025 (effective 2025-09-11).

Change: bylaw amendment
Effective: 2025-09-11

Exact text from the filing

and adopted amended and restated bylaws (as amended and restated, the “Amended Bylaws”), each of which became effective on September 11, 2025.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Legence Corp.: Amended and restated certificate of incorporation filed and effective September 11, 2025 (effective 2025-09-11).

Change: charter amendment
Effective: 2025-09-11

Exact text from the filing

On September 11, 2025, the Company filed an amended and restated certificate of incorporation (as amended and restated, the “Amended Charter”)

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Legence Corp. filing history →

Source: SEC EDGAR

accession 0001193125-25-203770

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