Legence Corp. (Nasdaq: LGN) has announced a secondary underwritten public offering of 7 million shares of its Class A common stock, with an option to sell an additional 1.05 million shares. The offering is being led by Goldman Sachs & Co. LLC and Jefferies, with Blackstone Capital Markets acting as co‑manager. Legence will not receive any proceeds from the sale, and it will bear the underwriting costs, excluding discounts and commissions. The shares will be offered only through a prospectus, and the registration statement on Form S‑1 filed on December 9, 2025 must become effective before any shares can be sold.
Legence’s Q3 2025 results, released on November 14, 2025, showed revenue up 26.2% year‑over‑year to $2.89 billion, driven by strong demand in its Installation & Maintenance and Engineering & Consulting segments. Adjusted EBITDA rose 38.9% to $1.12 billion, and the company’s backlog grew to $3.1 billion, underscoring continued growth in data‑center, life‑sciences, and healthcare markets. Gross margin contracted slightly to 20.9% from 21.1% in the prior year, largely due to higher subcontractor costs in the Engineering & Consulting segment, while the Installation & Maintenance segment maintained a 22.5% margin thanks to pricing power and efficient project execution.
The secondary offering is being executed by Blackstone‑affiliated stockholders, reflecting Blackstone’s exit strategy from its 2020 investment in Legence. By selling a significant block of shares, Blackstone can realize gains on its equity stake while maintaining a long‑term partnership with the company. For Legence, the transaction does not raise new capital, but it increases the supply of shares available to the market, which could exert downward pressure on the stock price if demand does not absorb the additional shares. Management has indicated that the company remains focused on reducing leverage and investing in high‑return verticals, suggesting confidence in its long‑term growth trajectory.
Analysts have maintained a “Strong Buy” consensus on Legence shares, citing the company’s robust revenue growth, expanding backlog, and strong cash‑flow generation. The announcement of the secondary offering was met with positive sentiment from investors, who view the company’s recent performance and strategic positioning as outweighing the potential dilution from the share sale. The market’s reaction reflects confidence in Legence’s ability to sustain its growth momentum while Blackstone exits a portion of its stake.
The Form S‑1 registration statement filed on December 9, 2025 has not yet become effective, and the offering will commence only after the SEC declares it effective. The prospectus will provide detailed information on the offering price, underwriting terms, and the use of proceeds, which in this case will be directed to the selling shareholders. Legence’s IPO, completed on September 2, 2025, positioned the company as a leading provider of engineering, consulting, installation, and maintenance services for mission‑critical building systems, and the secondary offering follows the typical exit path for private‑equity‑backed companies.
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