---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-001069"
form_type: "8-K"
ticker: "LGN"
cik: "0002052568"
company_name: "Legence Corp."
filed_at: "2026-01-02T23:59:59+00:00"
generated_at: "2026-05-16T11:51:36.318228+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Legence closes Bowers acquisition: $325M cash, 2.55M shares, up to $50M deferred

## Summary
- Upfront consideration: $325M cash plus 2.55M shares of Class A common stock.
- Deferred consideration of $50M payable Dec 31, 2026, in cash or stock at Legence's option.
- Funded via cash on hand, revolver borrowings, and $200M incremental term loan facility.
- Bowers is a mechanical/plumbing contractor with 40+ years in the DC Metro area.
- CEO Jeff Sprau says completion marks an important milestone in growth strategy.

## SEC filing metadata
- accession: 0001193125-26-001069
- form_type: 8-K
- ticker: LGN
- cik: 0002052568
- company_name: Legence Corp.
- filed_at: 2026-01-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2052568/000119312526001069/0001193125-26-001069-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2052568/000119312526001069/d80346d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-001069
- JSON: https://secwatch.observer/filing/0001193125-26-001069.json
- Plain text: https://secwatch.observer/filing/0001193125-26-001069.txt

## Source-grounded claims
- claim_id: d88c076ab1806f5bb61eb0c9664be96f2311d3a6
  claim: Legence Corp. completed an acquisition involving NewCo (TBG 2026, LLC) for 2,551,672 shares of the Company’s Class A common stock and approximately $325 million in cash (closed 2026-01-02).
  evidence_excerpt: by the Sellers, which joined as a party to the Purchase Agreement (the “Reorganization”), and (ii) the Purchaser purchased from NewCo all of the Bowers Interests in exchange for 2,551,672 shares (the “Stock Consideration”) of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), and approximately $325 million in cash, subject to
  evidence_url: https://www.sec.gov/Archives/edgar/data/2052568/000119312526001069/0001193125-26-001069-index.htm
- claim_id: 394b553999dff221ecb6d949e817f1713b5dec8a
  claim: Legence Corp. amended Amendment No. 12 with Legence Holdings LLC, Jefferies Finance LLC valued at $200 million (effective 2026-01-02).
  evidence_excerpt: On January 2, 2026, Legence Holdings LLC (“Legence Holdings”), an indirect subsidiary of the Company, and certain other subsidiaries of the Company entered into Amendment No. 12 (the “Amendment”) to that certain Credit Agreement, dated as of December 16, 2020, by and among Legence Holdings, as borrower, Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and an L/C issuer, the guarantors party thereto from time to time and the lenders party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2052568/000119312526001069/0001193125-26-001069-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.