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Bowman Announces Launch of Public Offering of Common Stock

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Bowman Consulting Group (BWMN) announces a public offering of up to $50.0 million of its common stock. The Company plans to sell $45.0 million, while the selling stockholders intend to sell $5.0 million. The underwriters have an option to purchase an additional $7.5 million. The offering is subject to market conditions. Proceeds will be used for corporate purposes, acquisitions, and debt repayment.
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Bowman Consulting Group's announcement of a public offering up to $50 million, including a $45 million sale by the company and $5 million by key executives, is a strategic move that could indicate several underlying objectives. Firstly, the capital raise through common stock issuance can be interpreted as a step towards bolstering the company's balance sheet, providing flexibility for organic expansion and potential acquisitions. It's notable that the company is considering using the proceeds for the repayment of borrowings under its revolving credit facility, which could improve debt ratios and reduce interest expenses.

However, the fact that executive members are selling a portion of their shares could be viewed with caution by investors, as it might suggest a realignment of personal financial interests, although this is not uncommon in public offerings. The market's reception of this news will be contingent on investor confidence in Bowman's growth strategy and current market conditions. The 30-day option for underwriters to purchase additional shares provides a buffer to ensure the offering's success but also introduces potential dilution for existing shareholders.

The involvement of established financial institutions like BofA Securities and Baird as joint lead book-running managers, with Roth Capital Partners also acting as a joint book-running manager, lends credibility to the offering and could enhance investor confidence. These institutions' roles in managing the book indicate robust interest and a potentially wide distribution network for the offering.

It's also important to consider the impact of this offering on Bowman's stock price. Market dynamics such as investor sentiment, the performance of the engineering and infrastructure sector and overall economic conditions will play significant roles in the offering's success. Investors will be keen to analyze the preliminary prospectus supplement, which will provide critical financial data and detailed use of proceeds, to assess the potential return on investment and the risks involved.

From a legal perspective, the offering's success hinges on compliance with SEC regulations. The effectiveness of the shelf registration statement filed with the SEC is a procedural requirement that Bowman has met. This allows the company to issue securities expeditiously, subject to market conditions. The legal framework also mandates that the offering be conducted through a prospectus supplement and accompanying prospectus, which ensures transparency and provides investors with the necessary information to make informed decisions.

The disclaimer regarding the offer and sale of securities only in jurisdictions where it is lawful highlights the regulatory complexities surrounding public offerings. The company's adherence to these legal stipulations is essential to avoid potential legal repercussions and instill investor confidence in the company's governance practices.

RESTON, Va.--(BUSINESS WIRE)-- Bowman Consulting Group Ltd. (the “Company” or “Bowman”) (NASDAQ: BWMN), a national engineering and infrastructure services firm supporting owners and developers of the built environment, announced today the commencement of an underwritten public offering of up to $50.0 million of shares of its common stock. The Company proposes to sell up to $45.0 million of shares of its common stock in the proposed offering, and the selling stockholders, Gary Bowman, the Company’s President, Chief Executive Officer and Chair of the board of directors (the “Board”) and Michael Bruen, the Company’s Executive Vice President and Chief Operating Officer and a director of the Board, are proposing to sell up to an aggregate of $5.0 million of shares of the Company’s common stock in the proposed offering. In addition, Bowman and the selling stockholders intend to grant the underwriters a 30-day option to purchase up to an aggregate of an additional $7.5 million of shares of the Company’s common stock at the price to the public, less underwriting discounts and commissions. The proposed offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the proposed offering. Bowman currently intends to use the net proceeds from the sale of its shares in the offering for general corporate purposes, including organic expansion, the funding of potential acquisitions and the potential repayment of borrowings outstanding under its revolving credit facility. The Company will not receive any proceeds from the sale of the shares by the selling stockholders.

BofA Securities and Baird are acting as joint lead book-running managers for the proposed offering, and Roth Capital Partners is also acting as a joint book-running manager.

A shelf registration statement relating to the shares being sold in this offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 8, 2023. The offering will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. When available, electronic copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed public offering may be obtained from BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255 or by email at dg.prospectus_requests@bofa.com or Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment. With over 2,000 employees and more than 90 offices throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include any statements regarding Bowman’s proposed offering, including the anticipated terms and completion of the proposed offering. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, without limitation, risks and uncertainties related to market conditions, the risk that the proposed public offering will not be consummated on the terms or in the amounts contemplated or otherwise, and the satisfaction of customary closing conditions related to the proposed public offering, as well as those risks described under “Risk Factors” in the preliminary prospectus related to the proposed offering and in Bowman’s annual report on Form 10-K for the year ended December 31, 2023, as well as the Company’s other subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by law, Bowman specifically disclaims any obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.

Investor Relations Contacts:

Bruce Labovitz

ir@bowman.com

(703) 464-1029

Betsy Patterson

ir@bowman.com

(310) 622-8227

Source: Bowman Consulting Group

FAQ

What is Bowman Consulting Group 's ticker symbol?

Bowman Consulting Group 's ticker symbol is BWMN.

How much is Bowman Consulting Group planning to raise in the public offering?

Bowman Consulting Group plans to raise up to $50.0 million in the public offering.

What will the proceeds from the offering be used for?

The net proceeds from the sale of shares will be used for general corporate purposes, organic expansion, potential acquisitions, and potential repayment of borrowings.

Who are the joint lead book-running managers for the proposed offering?

BofA Securities and Baird are acting as joint lead book-running managers for the proposed offering.

When did the shelf registration statement relating to the shares being sold in this offering become effective?

The shelf registration statement relating to the shares being sold in this offering became effective on December 8, 2023.

Bowman Consulting Group Ltd.

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About BWMN

we're dynamic, progressive, and diversified bowman consulting delivers real estate, energy and infrastructure solutions to public and private markets throughout the country. outstanding client relationships and a focused growth strategy have allowed bowman to anticipate the needs of the marketplace and respond to its demands through new service offerings, locations and solutions. bowman is an adept and energetic firm with a results-oriented attitude. we focus on exceeding expectations and give our clients peace of mind by providing exceptional service. we offer the depth of resources that one expects from a large design firm. at the same time, we operate with a degree of flexibility typically found only in boutique firms. led by many of our fields'​ most respected professionals, we attract and retain the industry's best and brightest. bowman consulting is also well balanced. understanding and anticipating market conditions, using our skills and experience, and mobilizing a thoughtful a