Forgent Power Solutions Inc-A美股招股说明书(2026-02-06版)

Forgent Power Solutions, Inc. Class A Common Stock This is an initial public offering of shares of ClassA common stock of Forgent Power Solutions, Inc. (“Forgent Power Solutions”). We are offering 16,586,427 shares of ClassAcommon stock (as defined herein). Forgent Parent I LP and Forgent Parent IV LP (together, the “selling stockholders”) are offering 39,413,573 shares of ClassA common stock. We intend touse the net proceeds we receive from this offering to indirectly purchase 16,586,427 common units (“Opco LLC Interests”) of Forgent Power Solutions LLC (“Opco”) (or 19,074,391 OpcoLLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) from Opco, and Opco intends to use the net proceeds it receives from thesale of Opco LLC Interests to us to redeem Opco LLC Interests from Forgent Parent II LP and Forgent Parent III LP (the “Existing Opco LLC Owners”). We will not receive any of theproceeds from the sale of shares of Class A common stock by the selling stockholders in this offering. See “Use of Proceeds.” Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price per share is $27.00. We have been approved to list our ClassAcommon stock on the New York Stock Exchange (the “NYSE”) under the symbol “FPS.” We will have two classes of common stock outstanding after this offering: ClassA common stock, par value $0.00001 per share (“ClassA common stock”) and ClassB common stock,par value $0.00001 per share (“ClassB common stock”). Each share of our ClassA common stock entitles its holder to one vote per share and each share of our ClassB common stockentitles its holder to one vote per share on all matters presented to our stockholders generally; however, shares of our ClassB common stock do not have any right to receive distributions ordividends from Forgent Power Solutions. Upon the consummation of the Up-C Transactions (as defined below), including this offering, we will be a holding company in an organizational structure commonly referred to as anumbrella partnership-C-corporation or “Up-C” structure, and our principal asset will consist of an indirect ownership of 75.83% of the Opco LLC Interests (or approximately 76.65% of theOpco LLC Interests if the underwriters exercise in full their option to purchase additional shares of ClassA common stock). The Continuing Equity Owners (as defined below) and ForgentPower Solutions each expect to benefit from the Up-C structure as a result of certain tax benefits arising from redemptions or exchanges of the Opco LLC Interests for ClassA common stockor cash, and certain other tax benefits covered by the Tax Receivable Agreement. Under the terms of the Tax Receivable Agreement, we are required to pay to the TRA Participants, amongother things, 85% of the amount of the tax savings that result (or in some circumstances are deemed to realize) from the redemption or exchange of the Opco LLC Interests. Any paymentsmade by us to the TRA Participants under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow thatmight have otherwise been available to us. We expect that the amount of such payments will be substantial. Absent a termination event pursuant to the terms of the Tax Receivable Agreementand assuming no material changes in the relevant tax laws, we expect our obligation to make cash payments under the Tax Receivable Agreement will continue for more than fifteen yearsafter all of the Existing Opco LLC Owners exchange or redeem all of their Opco LLC Interests. The actual amounts we will be required to pay under the Tax Receivable Agreement and theactual amount of deferred tax assets and related liabilities that we will recognize as a result of any such future exchanges or redemptions will vary based on a number of factors. See “RiskFactors—Risks Related to Our Organizational Structure” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We will operate and control all of thebusiness and affairs of Opco and its direct and indirect subsidiaries and conduct our business through Opco. Following the consummation of this offering, Forgent Parent I LP, Forgent Parent II LP, Forgent Parent III LP and Forgent Parent IV LP (collectively, the “Continuing EquityOwners”) will own (i)all of the shares of our ClassA common stock not sold in this offering and (ii)all of the shares of our ClassB common stock along with an equal number of Opco LLCInterests. As a result, (A)the purchasers in this offering will indirectly own 18.40% of the economic interests in Opco and 18.40% of the total voting power in the Company (or approximately21.15% and 21.15%, respectively, if the underwriters exercise in full their option to purchase additional shares of ClassA common stock); and (B)the Continuing Equity Owners will directlyor indirectly own 81.60% of t