Legence Announces Agreement to Acquire Bowers

Legence Corp. (Nasdaq: LGN) (“Legence” or the “Company”) today announced that it has entered into a definitive agreement to acquire The Bowers Group, Inc. (“Bowers”), a premier mechanical contractor headquartered in Beltsville, Maryland. Established in 1984, Bowers specializes in providing comprehensive mechanical and plumbing solutions for complex building systems, serving a broad client base primarily in the Northern Virginia and DC Metro region.

Jeff Sprau, Chief Executive Officer of Legence, commented, “This acquisition marks an exciting new chapter for Legence and further accelerates our strategy to deliver comprehensive building solutions to more clients in complex and high-growth sectors. Our organizations share a culture and commitment to innovation, excellence, and client-focused service. The integration of our operational teams is expected to foster collaboration and knowledge sharing, further enabling our continued growth.” Mr. Sprau added, “With the addition of Bowers, we are unlocking new opportunities to deliver value for our clients and shareholders in ‘Data Center Alley,’ where they are one of the leading mechanical contractors for data center clients. We believe the combined expertise and expanded capabilities will enable us to drive growth across key end markets at attractive rates of return.”

Rich Harrington, CEO of Bowers, commented, “For over forty years, Bowers has developed into one of the leading mechanical contractors in our region. Joining Legence is a tremendous opportunity for our people. We are excited to leverage Legence’s resources and expertise to further innovate and deliver exceptional mechanical solutions to our clients. With Legence, we believe we are better positioned to reach our full potential as a company and create greater opportunities for our employees.”

Strategic Rationale

• Geographic Expansion of Mechanical Capabilities with Premier Mechanical Contractor Recognized for Operational Excellence: Bowers is one of the leading mechanical contractors in the Northern Virginia / DC Metro area, with over 40 years of proven expertise in delivering high quality mechanical, plumbing, and process system solutions. Integrating Bowers’ mechanical contracting services and relationships further strengthens Legence’s presence in this region – especially with data centers, healthcare, and other mission-critical facilities – and provides a highly complementary fit with the Company’s existing electrical contracting capabilities.
• Strong Cultural Fit with Leadership and Skilled Workforce: The senior management team, comprised of seasoned industry professionals, has an average of over 20 years of working history at Bowers, and will continue to guide Bowers following the acquisition. Bowers employs approximately 1,700 individuals, the majority of whom are highly skilled union craftspeople dedicated to excellence in their trades. Both organizations share common values that include a strong emphasis on workforce training and development and maintaining a safety-led culture.
• Sizable and Strategic Expansion of Mechanical Fabrication Capacity: The addition of Bowers includes over 370,000 square feet of fabrication capacity. The strategic location of Bowers’ fabrication capacity will be used to serve clients along the East Coast, Southeast, and Midwest as demand for modular fabrication grows, especially in the data center sector.
• Meaningful Financial Contribution Expected to Yield Attractive Return: Bowers is expected to add significant revenue, EBITDA and backlog to Legence. Over the twelve months ended September 30, 2025, Bowers generated approximately $767 million of total revenue, $69 million in net income and $72 million in EBITDA (non-GAAP).¹ Total backlog and awarded contracts at Bowers at September 30, 2025 is estimated at approximately $1.3 billion. The Company expects Bowers will generate revenue of $825 million to $875 million, and non-GAAP EBITDA of $75 million to $85 million, in calendar year 2026, though the acquisition is not expected to close until the first quarter of 2026, subject to customary closing conditions.²

Transaction Details
The acquisition consideration is approximately $475 million, consisting of $325 million in cash, subject to certain purchase price adjustments, approximately $100 million of Legence’s Class A common stock, and an additional $50 million of deferred consideration to be paid at the end of 2026 in cash or Legence’s Class A common stock, at the Company’s discretion. The cash portion of the purchase price will be funded with a combination of cash on hand, borrowings under Legence’s revolving credit facility and an anticipated $150 million upsize to Legence’s term loan facility, which is underpinned by a commitment from the agent bank under Legence’s credit agreement. Pro forma net leverage is expected to be approximately 2.9x following the completion of the acquisition.³ The transaction is expected to close in the first quarter of 2026, pending customary closing conditions and regulatory approval.

Conference Call
Legence will host a webcast and conference call to discuss this transaction on November 14, 2025 at 10 a.m. (Eastern Time). The webcast link to the call and the slide presentation to accompany the call remarks can be accessed on the Company’s website at https://investors.wearelegence.com/. A replay of the webcast can be accessed through the same webcast link on the Company’s website shortly after the call and will be available through December 14, 2025.

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.

About Bowers
Established in 1984, Bowers is a leading mechanical contractor and trusted building partner to clients in the Northern Virginia and Washington DC Metro region. With a team of ~1,700 highly skilled technicians and craftspeople, Bowers is recognized for its excellence in designing, fabricating, installing, and maintaining advanced building systems, and commitment to fostering innovation and maintaining exceptional standards of quality.