Legence Corp. (Nasdaq: LGN) priced an upsized secondary underwritten public offering of 8,402,178 shares of its Class A common stock at $45.00 per share on December 11, 2025. The offering, executed by selling shareholders affiliated with Blackstone Inc., also grants the underwriters a 30‑day option to purchase an additional 1,260,326 shares on the same terms.
The transaction is led by Goldman Sachs & Co. LLC and Jefferies, with Morgan Stanley, BofA Securities, Barclays and other bookrunners. Legence will not receive any proceeds from the sale, and the company will not incur underwriting fees or other costs associated with the offering. The closing is expected around December 16, 2025, subject to customary conditions.
Legence’s Q3 2025 results provide context for the offering: revenue rose 26% YoY to $708.01 million, while the company posted a net loss of $0.6 million and diluted earnings of –$0.02 per share. The firm’s debt profile remains moderate, with a current ratio of 1.57 and a debt‑to‑equity ratio of 2.43. Net margin is –0.32% and diluted EPS over the last twelve months is –$0.78. Backlog reached $3.1 billion, up 29% YoY, and the book‑to‑bill ratio stands at 1.5x. CEO Jeff Sprau highlighted the record revenue, adjusted EBITDA, and backlog growth, and reiterated the company’s commitment to reducing leverage.
The secondary offering provides liquidity to Blackstone’s stake without diluting Legence’s equity base. Upsizing the offering from the initial 7 million shares announced on December 9 to 8.4 million shares indicates strong investor demand. Blackstone’s sale reflects a realization of gains after acquiring Legence in 2020. Analysts maintain buy ratings, with price targets ranging from $35 to $54 and a consensus of $42.83; the stock closed at $45.12 on the announcement day.
The transaction does not affect Legence’s balance sheet, as proceeds go to Blackstone. The upsizing signals confidence in the company’s growth trajectory, particularly in data‑center and AI infrastructure segments, while the company remains unprofitable with negative margins, underscoring ongoing investment in growth. Management remains optimistic, guiding for continued revenue growth and backlog expansion.
Legence expects the offering to close around December 16, 2025, underscoring its ability to attract capital from institutional shareholders while maintaining focus on operational execution and debt reduction.
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