8-K
Legence Corp. (LGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2026
Legence Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42838 | 33-2905250 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 1601 Las Plumas Avenue<br> <br>San Jose, CA | 95133 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (833) 534-3623
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, par value $0.01 per share | LGN | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On January 2, 2026, Legence Corp. (the “Company”) and its wholly owned subsidiary, Legence Subsidiary Holdings, LLC, a Delaware limited liability company (the “Purchaser”), consummated the previously announced acquisition (the “Acquisition”) pursuant to the Equity Purchase Agreement (the “Purchase Agreement”), dated as of November 13, 2025, by and among the Company, the Purchaser, The Bowers Group, Inc., a Maryland corporation (“Bowers”), and Wayne E. Bowers Revocable Living Trust, Quiet Harbor Trust and The David O’Donnell Revocable Trust dated Nov. 15, 2008 (each a “Seller” and collectively, the “Sellers”). Pursuant to the Purchase Agreement, the Sellers caused Bowers and certain of its subsidiaries to convert into Maryland limited liability companies and the Sellers contributed 100% of their equity interests of Bowers (the “Bowers Interests”) to TBG 2026, LLC (“NewCo”), a newly formed Delaware limited liability company wholly owned 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 customary post-closing adjustments (the “Cash Consideration”).
The foregoing information is a summary of the Acquisition and, as such, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2025.
The events described in this Current Report on Form 8-K (this “Current Report”) took place in connection with the closing of the Acquisition (the “Closing”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
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”).
The Amendment, among other things, provided Legence Holdings with an incremental term loan facility in an aggregate principal amount of $200 million (the “Incremental Term Loan Facility”), which, in connection with the Closing, was drawn down in full on January 2, 2026. Upon funding, the incremental term loans provided under the Incremental Term Loan Facility will have terms identical to the existing term loans outstanding under the Credit Agreement. The Purchaser funded the Cash Consideration and all Acquisition-related fees and expenses payable by the Purchaser at or prior to the Closing with a combination of the Purchaser’s cash on hand, borrowings under Legence Holdings’ revolving credit facility and the full proceeds of the Incremental Term Loan Facility.
The foregoing description of the Amendment does not purport to be complete, is subject to and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
|---|
The information set forth in the “Introductory Note” and Item 1.01 of this Current Report is incorporated by reference in response to this Item 2.01.
Pursuant to the terms and conditions of the Purchase Agreement, in addition to the Cash Consideration and Stock Consideration, on December 31, 2026 (the “Deferred Consideration Date”), NewCo will receive an amount equal to $50 million (the “Deferred Consideration”), payable in either, or any combination of, as determined in the Purchaser’s sole discretion, (i) cash or (ii) shares of Class A Common Stock. The amount of any shares of Class A Common Stock issued in connection with the satisfaction of the Deferred Consideration payment obligation (any such shares, the “Deferred Consideration Shares”) will be calculated in accordance with the Reference Price (as defined in the Purchase Agreement). Any Deferred Consideration Shares issued shall be subject to applicable restrictive legends pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
The Acquisition was subject to the expiration or termination of all waiting periods imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The expiration of the waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on December 31, 2025.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The information set forth in the “Introductory Note” and Item 1.01 of this Current Report related to the Amendment and the Incremental Term Loan Facility is incorporated by reference in response to this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
|---|
The information set forth in the “Introductory Note” and Item 2.01 of this Current Report is incorporated by reference in response to this Item 3.02.
The issuance of the Stock Consideration, on the terms and subject to the conditions set forth in the Purchase Agreement, was completed in reliance on an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On January 2, 2026, the Company issued a press release announcing the consummation of the Acquisition, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, regardless of the general incorporation language of any such filing, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a) Financial statements of businesses or funds acquired.
The financial statements required to be filed in this Item 9.01(a) will be filed by an amendment to this Current Report not later than 71 calendar days after the date on which this Current Report is required to be filed with the SEC.
(b) Pro forma financial information.
The pro forma financial information required to be filed in this Item 9.01(b) will be filed by an amendment to this Current Report not later than 71 calendar days after the date on which this Current Report is required to be filed with the SEC.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEGENCE CORP. | ||
|---|---|---|
| Dated: January 2, 2026 | By: | /s/ Stephen Butz |
| Name: | Stephen Butz | |
| Title: | Chief Financial Officer |
EX-10.1
Exhibit 10.1
Execution Version
AMENDMENT NO. 12 TO CREDIT AGREEMENT
AMENDMENT NO. 12, dated as of January 2, 2026 (this “Amendment”) to the Credit Agreement, dated as of December 16, 2020, among Legence Holdings LLC (f/k/a Refficiency Holdings LLC), a Delaware limited liability company (the “Borrower”), the Guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended, restated, amended and restated, modified and supplemented from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, pursuant to Section 2.14 of the Credit Agreement, any Borrower may from time to time make Incremental Loan Requests, subject to the terms and conditions set forth therein;
WHEREAS, pursuant to that certain Equity Purchase Agreement, dated as of November 13, 2025 (as amended, supplemented or modified and in effect from time to time, and including all schedules and exhibits thereto, the “Bowers Acquisition Agreement”), by and among Legence Subsidiary Holdings, LLC, a Delaware limited liability company, Legence Corp., a Delaware corporation, the group of sellers party thereto and The Bowers Group, Inc., a Maryland corporation (the “Company”), the Borrower will directly or indirectly acquire the Company (the “Bowers Acquisition”);
WHEREAS, in connection with the foregoing, the Borrower has requested that Jefferies Finance LLC provide an “Term Loan Increase” pursuant to Section 2.14 of the Credit Agreement in an aggregate principal amount of $200,000,000 (such Term Loan Increase in such principal amount referred to herein as the “Amendment No. 12 Incremental Term Loans”), the proceeds of which will be used to fund, directly or indirectly, (i) the cash consideration under the Bowers Acquisition Agreement, (ii) the repayment in full of all outstanding indebtedness of the Company and its subsidiaries under that certain Loan and Security Agreement, dated as of September 5, 2019, by and among W.E. Bowers & Associates, Inc., the Company, W.E. Bowers, Inc., The Bowers Automotive Group LLC, each as a borrower, and M&T Bank, as lender and that certain Letter of Credit Agreement, dated as of September 3, 2019, by and among W.E. Bowers & Associates, Inc., the Company, W.E. Bowers, Inc., and M&T Bank and, in each case, the termination of commitments thereunder (the “Amendment No. 12 Refinancing”) and (iii) fees and expenses incurred in connection with the foregoing transactions and related thereto (such fees and expenses, the “Amendment No. 12 Transaction Costs”);
WHEREAS, Jefferies Finance LLC (in such capacity, the “Amendment No. 12 Incremental Term Lender”) is willing, subject to the terms and conditions set forth herein and in the Credit Agreement, to make to the Borrower the full amount of the Amendment No. 12 Incremental Term Loans;
WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Borrower, the Amendment No. 12 Incremental Term Lender and the Administrative Agent may enter into an Amendment without the consent of any other Agents or Lenders, and amend any other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.14 of the Credit Agreement;
WHEREAS, each of Jefferies Finance LLC, Goldman Sachs Bank USA, Barclays Bank PLC, BMO Capital Markets Corp., BofA Securities, Inc., MUFG (as defined below), Royal Bank of Canada and Société Générale are acting as joint lead arrangers and joint bookrunners for the Amendment No. 12 Incremental Term Loans (collectively, the “Amendment No. 12 Lead Arrangers”). “MUFG” means MUFG Bank, Ltd., MUFG Securities Americas Inc. and/or any affiliates of MUFG as determined to be appropriate by MUFG; and
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WHEREAS, Blackstone Holdings Finance Co. L.L.C. is acting as co-manager for the Amendment No. 12 Incremental Term Loans (the “Amendment No. 12 Co-Manager”).
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
AmendmentNo. 12 Incremental Term Loans
This Amendment is an Incremental Amendment referred to in Section 2.14 of the Credit Agreement, and the Borrower, the Amendment No. 12 Incremental Term Lender and the Administrative Agent hereby agree that:
A. The Amendment No. 12 Incremental Term Lender **** hereby agrees to provide the full amount of the Amendment No. 12 Incremental Term Loans (the “Amendment No. 12 Incremental Term Commitments”). The Amendment No. 12 Incremental Term Commitments shall be subject to all of the terms and conditions set forth herein and in the Amended Credit Agreement.
B. The aggregate amount of the Amendment No. 12 Incremental Term Commitments is $200,000,000. The Amendment No. 12 Incremental Term Commitments will terminate in full upon the making of the related Amendment No. 12 Incremental Term Loans.
C. Subject to the satisfaction of the conditions to the effectiveness of any Amendment set forth in Section 2.14(d) of the Credit Agreement and to the satisfaction of the conditions set forth in Article IV below, the funding of the Amendment No. 12 Incremental Term Loans will occur in one drawing on the date hereof pursuant to the Borrower’s request (even if, with respect to the Amendment No. 12 Incremental Term Loans pursuant to this Amendment only and not any other Borrowing, the deadlines for notices of Borrowing in Section 2.02 of the Credit Agreement are not strictly observed). In the event that all or any portion of the Amendment No. 12 Incremental Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the Amendment No. 12 Incremental Term Commitments shall automatically terminate on the date hereof.
D. The Amendment No. 12 Incremental Term Commitments provided pursuant to this Amendment shall constitute Incremental Commitments referred to in Section 2.14 of the Credit Agreement and, upon the Amendment No. 12 Effective Date (as hereinafter defined), the Amendment No. 12 Incremental Term Commitments of the Amendment No. 12 Incremental Term Lender shall become the Incremental Term Loans of the Amendment No. 12 Incremental Term Lender and, subject to the terms and conditions set forth herein, effective as of the Amendment No. 12 Effective Date, for all purposes of the Loan Documents, (i) the Amendment No. 12 Incremental Term Commitments shall constitute “Incremental Commitments” and “Term Commitments”, (ii) the Amendment No. 12 Incremental Term Loans shall constitute “Incremental Term Loans”, “Incremental Loans”, “Term Loans” and “Initial Term Loans” and (iii) the Amendment No. 12 Incremental Term Lender shall constitute an “Additional Lender”, a “Term Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Term Commitment (or, following the making of the Amendment No. 12 Incremental Term Loans, an Initial Term Loan), and other related terms will have correlative meanings mutatis mutandis.
E. Upon execution and delivery of this Amendment and the funding of the Amendment No. 12 Incremental Term Loans, the Amendment No. 12 Incremental Term Loans shall be treated as part of the same Class as the Initial Term Loans for all purposes of the Amended Credit Agreement and the other Loan Documents, constituting the same tranche and having terms and provisions identical to those applicable to
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the Initial Term Loans made pursuant to Section 2.01(a)(i) of the Credit Agreement (after giving effect to the amendments contemplated by this Amendment) except (i) as otherwise expressly provided in this Amendment and (ii) that interest on the Amendment No. 12 Incremental Term Loans shall commence to accrue from the Amendment No. 12 Effective Date. Upon funding thereof, the Administrative Agent will record the Amendment No. 12 Incremental Term Loans as a Term Loan Increase with respect to the Initial Term Loans.
F. The Amendment No. 12 Incremental Term Lender hereby (i) confirms that a copy of the Credit Agreement, the Amended Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make an Amendment No. 12 Incremental Term Loan, has been made available to the Amendment No. 12 Incremental Term Lender by the Administrative Agent, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the Amended Credit Agreement or the other applicable Loan Documents, including this Amendment, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement, the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) acknowledges and agrees that, upon the Amendment No. 12 Effective Date, the Amendment No. 12 Incremental Term Lender shall be a “Lender”, under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms hereof and thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.
G. All proceeds of the Amendment No. 12 Incremental Term Loans shall be used to fund, directly or indirectly, (a) the cash consideration under the Bowers Acquisition Agreement, (b) the Amendment No. 12 Refinancing and (c) the Amendment No. 12 Transaction Costs.
H. The Amendment No. 12 Incremental Term Loans shall be made pursuant to Borrowings of Term SOFR Loans with the Interest Period set forth in the applicable Committed Loan Notice (which Interest Period shall be coterminous with all outstanding Interest Periods in respect of Initial Term Loans as in effect on the Amendment No. 12 Effective Date).
I. In accordance with Section 2.14 of the Credit Agreement and notwithstanding anything to the contrary set forth in the Credit Agreement, on the Amendment No. 12 Effective Date, the Amendment No. 12 Incremental Term Loans shall be added to (and constitute a part of and be of the same Type as and have the same Interest Period as) each Borrowing of outstanding Initial Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that the Incremental Term Lender providing the Amendment No. 12 Incremental Term Loans will participate proportionately (relative to all Initial Term Lenders with outstanding Initial Term Loans) in each then outstanding Borrowing of Initial Term Loans. The Amendment No. 12 Incremental Term Loans shall be made pursuant to Borrowings of Term SOFR Loans with the Interest Period set forth in the Committed Loan Notice (which Interest Period shall be coterminous with all outstanding Interest Periods in respect of Initial Term Loans as in effect on the Amendment No. 12 Effective Date).
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ARTICLE II
Credit Agreement Amendments
A. Pursuant to Sections 2.14 and 10.01 of Credit Agreement, and subject to satisfaction of the conditions precedent in Article IV below, the Credit Agreement shall be, effective as of the Amendment No. 12 Effective Date, amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the document attached as Exhibit A hereto.
B. Except as specifically amended by this Agreement, the Amended Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
ARTICLE III
Representations and Warranties
Each Loan Party represents and warrants, as of the Amendment No. 12 Effective Date, to the Administrative Agent and the Amendment No. 12 Incremental Term Lender that:
A. This Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by Debtor Relief Laws and by general principles of equity.
B. The (x) Specified Representations and (y) Bowers Specified Acquisition Agreement Representations are true and correct in all material respects, in each case of clauses (x) and (y), unless such representations relate to an earlier date, in which case, such representations were true and correct in all material respects as of such earlier date.
C. Immediately after giving effect to this Amendment, no Event of Default under Section 8.01(a) of the Credit Agreement or, solely with respect to the Borrower, Section 8.01(f) of the Credit Agreement, has occurred and is continuing or exists after giving effect to the borrowing of the Amendment No. 12 Incremental Term Loans.
ARTICLE IV
Conditionsto Effectiveness
This Amendment shall become effective on the date (the “Amendment No. 12 Effective Date”) on which each of the following conditions is satisfied:
A. the Administrative Agent shall have received a counterpart signature page of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) the Administrative Agent and (iv) the Amendment No. 12 Incremental Term Lender;
B. the Administrative Agent (or its counsel) shall have received a legal opinion from Kirkland & Ellis LLP, New York counsel to the Loan Parties;
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C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Amendment No. 12 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement;
D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;
E. the Borrower shall have paid all fees and expenses due to the Amendment No. 12 Lead Arrangers and the Amendment No. 12 Co-Manager and their respective Affiliates (including, if applicable, as an Amendment No. 12 Incremental Term Lender) required to be paid on the Amendment No. 12 Effective Date, and (in the case of expenses) invoiced at least three (3) Business Days before the Amendment No. 12 Effective Date (except as otherwise reasonably agreed by the Borrower) from the proceeds of the Amendment No. 12 Incremental Term Loans;
F. the Borrower shall have delivered to the Administrative Agent and the Amendment No. 12 Incremental Term Lender a certificate of a Responsible Officer of the Borrower, dated as of the Amendment No. 12 Effective Date, certifying as of Amendment No. 12 Effective Date to the condition set forth in clauses (I), (K) and (L) below;
G. the Borrower shall have delivered to the Administrative Agent such notice of borrowing with respect to the Amendment No. 12 Incremental Term Loans as required by Section 2.02 of the Credit Agreement;
H. the Amendment No. 12 Refinancing shall have been consummated, or substantially concurrently with the initial borrowing of the Amendment No. 12 Incremental Term Loans, shall be consummated;
I. since the date of the Bowers Acquisition Agreement, there shall not have occurred any Material Adverse Effect (as defined in the Bowers Acquisition Agreement) that has not been cured;
J. the Administrative Agent shall have received at least three (3) Business Days prior to the Amendment No. 12 Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the certification required under the Beneficial Ownership Regulation), including the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Amendment No. 12 Effective Date;
K. the Bowers Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Amendment No. 12 Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date);
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L. immediately after giving effect to this Amendment, no Event of Default under Section 8.01(a) of the Credit Agreement or, solely with respect to the Borrower, Section 8.01(f) of the Credit Agreement, shall have occurred and be continuing or would exist after giving effect to the borrowing of the Amendment No. 12 Incremental Term Loans; and
M. the Bowers Acquisition shall have been consummated or shall be consummated substantially concurrently with the initial borrowing of the Amendment No. 12 Incremental Term Loans in accordance with the terms of the Bowers Acquisition Agreement. Since November 13, 2025, the Bowers Acquisition Agreement shall not have been amended or waived in any material respect by the Borrower or any of its affiliates, nor shall the Borrower or any of its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Amendment No. 12 Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned).
ARTICLE V
FurtherAcknowledgments
A. The Borrower (A) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Amendment No. 12 Incremental Term Commitments provided hereby including, without limitation, all Amendment No. 12 Incremental Term Loans made pursuant hereto and (ii) all such Obligations (including in respect of all such Amendment No. 12 Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) (i) acknowledges and agrees that after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (ii) affirms and confirms the pledge of and/or grant of security interest in its assets constituting Collateral to secure the Obligations, which continue in full force and effect.
B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Amendment No. 12 Incremental Term Loans to be made pursuant hereto and the Amendment No. 12 Incremental Term Commitments established hereby. Each Guarantor (A) acknowledges and agrees that all Obligations with respect to the Amendment No. 12 Incremental Term Commitments provided hereby and all Amendment No. 12 Incremental Term Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (B) (i) acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and (ii) affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets constituting Collateral to secure the Obligations, which continue in full force and effect.
C. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 12 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 12 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 12 Incremental Term Lender is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.
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ARTICLE VI
Miscellaneous
A. Credit Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party under the Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect after giving effect to this Amendment. After the Amendment No. 12 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.
B. No Novation. This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof and the liens and security interests existing immediately prior to the Amendment No. 12 Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Credit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment.
C. Notices. The parties hereto hereby agree that this Amendment shall constitute the notice with respect to the establishment of Incremental Commitments required pursuant to Section 2.14(a) of the Credit Agreement.
D. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Amendment No. 12 Incremental Term Lender (it being understood that rights of assignment of the parties hereto are subject to the further provisions of Section 10.07 of the Amended Credit Agreement).
E. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15(b) and 10.16 of the Credit Agreement are incorporated herein and apply to this Amendment mutatis mutandis.
F. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. This Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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G. Headings. The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.
H. Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
| LEGENCE HOLDINGS LLC, as the Borrower | |
|---|---|
| By: | /s/ Stephen Butz |
| Name: Stephen Butz | |
| Title: Chief Financial Officer |
[Signature Page – Amendment No. 12]
| GUARANTORS: | |
|---|---|
| A.O. REED & CO., LLC<br><br><br>AMA COMMISSIONING + BUILDINGSYSTEMS, LLC<br> <br>AMACONSULTING ENGINEERS HOLDINGS LLC<br> <br>AMA DESIGN BUILD LLC<br><br><br>AMA DESIGN-BUILD, LLC<br> <br>AMA MANAGEMENT SERVICESLLC<br> <br>BEL-AIRE MECHANICAL, LLC<br><br><br>BLACK BEAR ENERGY, INC.<br> <br>BUILDINGS SYSTEMS HOLDINGS,LLC<br> <br>CMTA, INC.<br> <br>CMTA FACILITY SOLUTIONSLLC<br> <br>G-1 THERMA BLOCKER, LLC<br><br><br>GILBERT MECHANICAL CONTRACTORS, LLC<br> <br>LEGENCE SUBSIDIARYHOLDINGS, LLC<br> <br>LEGENCE THERMA LLC<br> <br>LORD GREENREAL ESTATE STRATEGIES, LLC<br> <br>OCI ASSOCIATES, LLC<br><br><br>P2S LP<br> <br>RE-TECHADVISORS, LLC<br> <br>SAN JOSE BOILER WORKS, INC.<br><br><br>SHADPOUR CONSULTING ENGINEERS, LP<br> <br>SKYLINE ENGINEERING,L.L.C.<br> <br>TECHNICAL SYSTEMS SOLUTIONS & MEASUREMENT, LLC<br><br><br>THERMA INTERMEDIATE LLC<br> <br>THERMA LLC<br><br><br>TM TECHNOLOGY PARTNERS, LLC<br> <br>VARCOMAC LLC<br><br><br>YEAROUT LLC<br> <br>YEAROUT MECHANICAL, LLC<br><br><br>YEAROUT SERVICE, LLC | |
| By: | /s/ Stephen Butz |
| Name: Stephen Butz | |
| Title: Chief Financial Officer |
[Signature Page – Amendment No. 12]
| JEFFERIES FINANCE LLC, as<br><br><br>Administrative Agent | |
|---|---|
| By: | /s/ John Koehler |
| Name: John Koehler | |
| Title: Managing Director | |
| JEFFERIES FINANCE LLC, as Amendment<br>No. 12 Incremental Term Lender | |
| By: | /s/ John Koehler |
| Name: John Koehler | |
| Title: Managing Director |
[Signature Page – Amendment No. 12]
EX-99.1
Exhibit 99.1
Legence Completes Acquisition of Bowers
SAN JOSE, California – January 2, 2026 – Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today announced that it has completed its previously announced acquisition of The Bowers Group (“Bowers”), a premier mechanical contractor headquartered in Beltsville, Maryland, with over 40 years of proven expertise in delivering high quality mechanical, plumbing, and process system solutions to clients in the Northern Virginia and DC Metro area.
“We are excited to officially welcome Bowers to the Legence organization and look forward to combining our expertise to enhance our service offering for our valued customers,” said Jeff Sprau, Chief Executive Officer of Legence. “The completion of this acquisition marks an important milestone in our growth strategy, and we are confident that together, we will achieve even greater success.”
As previously announced, the purchase price consisted of upfront cash consideration of $325 million, which was funded by a combination of cash on hand, borrowings under the Company’s revolving line of credit, the $200 million upsizing of Legence’s term loan facility and the issuance of approximately 2.55 million shares of Legence’s Class A common stock. An additional $50 million of deferred consideration will be paid at the end of 2026, either in cash or Legence’s Class A common stock, at the Company’s discretion.
About Legence
Legence is a leading provider of engineering, consulting, installation, and maintenance services for mission-critical systems in buildings. The Company specializes in designing, fabricating, and installing complex HVAC, process piping, and other mechanical, electrical and plumbing (MEP) systems – enhancing energy efficiency, reliability, and sustainability in new and existing facilities. Legence also delivers long-term performance through strategic upgrades and holistic solutions. Serving some of the world’s most technically demanding sectors, Legence counts over 60% of the Nasdaq-100 Index among its clients.
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements.” All statements, other than statements of historical fact, included in this press release, including, without limitation, those relating to the plans, objectives, expectations, goals, intentions, strategies, and projections, statements about the benefits of the transaction involving Legence and Bowers are forward-looking statements. When used in this press release, words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative
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version of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements are not historical facts but rather are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and it is possible that the results described in this press release will not be achieved. Such statements are subject to risks, uncertainties and other factors, many of which are outside of Legence’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, those described under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s final prospectus, dated December 11, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on December 15, 2025 (the “Prospectus”). Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Legence does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Legence to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Prospectus and in Legence’s subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements.
Contact
Media: media@wearelegence.com
Investor Relations: ir@wearelegence.com
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