Blackstone entities trim Legence (LGN) stake in 15,394,112-share sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Legence Corp. saw Blackstone-affiliated entities convert and sell a large block of shares. Legence Parent ML LLC exchanged 9,528,699 Class B Units of Legence Holdings LLC, together with an equal number of Class B Common shares, for 9,528,699 Class A Common shares. In connection with a secondary offering, Parent ML then sold 9,528,699 Class A shares and Legence Parent II ML LLC sold 5,865,413 Class A shares to underwriters at $54.00 per share, less $1.89 in underwriting discounts and commissions. After these transactions, Parent ML held 178,571 Class A shares and 31,171,134 Class B Units and corresponding Class B Common shares, while Parent II ML held 19,297,381 Class A shares indirectly through Blackstone-related structures that disclaim full beneficial ownership beyond pecuniary interests.
Positive
- None.
Negative
- None.
Insights
Blackstone affiliates converted partnership units and executed a sizable secondary sale in Legence.
The transactions center on an "Up-C" structure where Legence Parent ML LLC exchanged 9,528,699 Class B Units and corresponding Class B Common shares for the same number of Class A Common shares. This is a non-cash derivative conversion at a stated price of $0.00 per unit.
In the same context, Parent ML and Parent II ML sold 9,528,699 and 5,865,413 Class A shares, respectively, to underwriters in a secondary offering at $54.00 per share, less $1.89 per share in underwriting discounts and commissions. These are open-market style dispositions by sponsor vehicles rather than new share issuance by Legence Corp..
Following the transactions, Parent ML retained 178,571 Class A shares plus 31,171,134 Class B Units and corresponding Class B Common shares, while Parent II ML held 19,297,381 Class A shares. Footnotes show a layered Blackstone-controlled structure and explicit disclaimers of beneficial ownership beyond pecuniary interests, indicating these are sponsor-level liquidity events rather than individual insider trades.
Insider Trade Summary
Net Seller: 15,394,112 shares ($831,282,048)
Net Sell
5 txns
Insider
Blackstone EMA III L.L.C., BMA VIII L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., SCHWARZMAN STEPHEN A
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold
15,394,112 shs ($831.28M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Units of Legence Holdings LLC | 9,528,699 | $0.00 | -- |
| Conversion | Class A Common Stock | 9,528,699 | $0.00 | -- |
| Conversion | Class B Common Stock | 9,528,699 | $0.00 | -- |
| Sale | Class A Common Stock | 9,528,699 | $54.00 | $514.55M |
| Sale | Class A Common Stock | 5,865,413 | $54.00 | $316.73M |
Holdings After Transaction:
Class B Units of Legence Holdings LLC — 31,171,134 shares (Indirect, See Footnotes);
Class A Common Stock — 9,707,270 shares (Indirect, Parent ML);
Class B Common Stock — 31,171,134 shares (Indirect, Parent ML)
Footnotes (1)
- Represents the exchange by Legence Parent ML LLC ("Parent ML") of 9,528,699 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange"). In connection with the closing of the secondary offering (the "Offering") of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $54.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.89 per share. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings, Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer. Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange. Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency. Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II. Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Key Figures
Units exchanged: 9,528,699 Class B Units
Shares sold by Parent ML: 9,528,699 Class A shares
Shares sold by Parent II ML: 5,865,413 Class A shares
+5 more
8 metrics
Units exchanged
9,528,699 Class B Units
Exchanged by Parent ML for Class A Common Stock
Shares sold by Parent ML
9,528,699 Class A shares
Secondary sale to underwriters at $54.00 per share
Shares sold by Parent II ML
5,865,413 Class A shares
Secondary sale to underwriters at $54.00 per share
Aggregate net shares sold
15,394,112 shares
Net sell shares from transaction summary
Offering price
$54.00 per share
Public offering price for Class A Common Stock
Underwriting discount
$1.89 per share
Discount and commission per Class A share
Parent ML post-sale Class A
178,571 shares
Class A Common Stock held after transactions
Parent II ML post-sale Class A
19,297,381 shares
Class A Common Stock held after transactions
Key Terms
secondary offering, Class B Units, Exchange Agreement, underwriting discounts and commissions, +1 more
5 terms
secondary offering financial
"In connection with the closing of the secondary offering (the "Offering") of shares of Class A Common Stock"
A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.
Class B Units financial
"Represents the exchange by Legence Parent ML LLC ("Parent ML") of 9,528,699 Class B Units of Legence Holdings LLC"
Exchange Agreement financial
"that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings"
underwriting discounts and commissions financial
"sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $54.00 per share, less underwriting discounts and commissions of $1.89 per share"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
pecuniary interest financial
"each of the Reporting Persons ... disclaims beneficial ownership of the securities ... except to the extent of such Reporting Person's pecuniary interest therein"
FAQ
What Legence (LGN) holdings remain with Parent ML after these Form 4 transactions?
After the exchange and sale, Parent ML held 178,571 shares of Class A Common Stock and 31,171,134 Class B Units of Legence Holdings LLC, along with a corresponding number of Class B Common shares. These positions continue to be held indirectly through the Blackstone-controlled ownership structure.