Legence Corp-A美股招股说明书(2025-09-15版)

Legence Corp. ClassA Common Stock This is the initial public offering of the ClassA common stock, par value $0.01 per share, of Legence Corp., a Delaware corporation. We are offering26,000,000shares of our ClassA common stock. Prior to this offering, there has been no public market for our ClassA common stock. We have been approved to list our ClassA common stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LGN.” The initial public offering price per share of the ClassA common stock is $28.00. We will have two classes of common stock outstanding after this offering: ClassA common stock and ClassB common stock, par value $0.01 per share.Holders of shares of our ClassA common stock and ClassB common stock are entitled to one vote for each share of ClassA common stock and ClassBcommon stock, respectively, held of record on all matters on which stockholders are entitled to vote generally. See “Description of Capital Stock.” Upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of our ownership of LGN Units (as definedbelow), which we will acquire from Legence Holdings (as defined below) with the net proceeds from this offering, collectively representing an aggregate 54%economic interest in Legence Holdings. The remaining 46% economic interest in Legence Holdings will be owned by the Existing Owners (as defined below)through their ownership of LGN Units. After the completion of this offering, a group of investment funds managed by Blackstone Inc. will beneficially own approximately 74% of the combinedvoting power of our ClassA common stock and ClassB common stock. As a result, we will be a “controlled company” within the meaning of the Nasdaq rules.See “Management—Status as a Controlled Company.” Price to the public (1)We refer you to “Underwriting (Conflicts of Interest)” beginning on page176 of this prospectus for additional information regarding underwritingcompensation. At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale, excluding theadditional shares that the underwriters have an option to purchase within 30 days from the date of this prospectus, at the initial public offering price, to certain ofour directors and officers and certain other parties related to us. See “Underwriting (Conflicts of Interest)—Directed Share Program.” We have granted the underwriters the option for a period of 30 days after the date of this prospectus to purchase up to 3,900,000 additional shares ofClassA common stock on the same terms and conditions set forth above. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares on or about September 15, 2025. Joint Lead Book-Running Managers GoldmanSachs&Co.LLC Table of Contents TABLE OF CONTENTS Commonly Used Defined TermsPresentation of Financial and Operating DataIndustry and Market DataTrademarks and Trade NamesProspectus SummaryRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyCapitalizationDilutionUnaudited Pro Forma Consolidated Financial InformationManagement’s Discussion and Analysis of Financial Condition and Results of Operations Industry Overview Business Management Material U.S. Federal Income Tax Considerations forNon-U.S.Holders Underwriting (Conflicts of Interest) Legal Matters Experts Where You Can Find More InformationIndex to Financial Statements Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than thosecontained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. We andthe underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information other than the information in thisprospectus and any free writing prospectus prepared by us or on our behalf. You should not assume that the information contained in this prospectus isaccurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectsmay have changed since such dates. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer orsale is not permitted. Through and including October6, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in our shares, whether ornot participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver aprospectus when acting as an underwriter and with respect to a