|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Legence Corp. (Name of Issuer) |
Class A common stock, par value $0.01 per share (Title of Class of Securities) |
52476L109 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Legence Parent LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,859,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
44.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of the Issuer's Class A common stock ("Class A Common Stock") issuable in exchange for an equivalent number of Class B Units of Legence Holdings LLC ("Legence Holdings") directly held by Legence Parent LLC ("Legence Parent") on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of the Issuer's Class B common stock ("Class B Common Stock") held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission ("SEC") on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Legence Parent II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,844,369.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
BX Refficiency Aggregator LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,859,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
44.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Refficiency Aggregator II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,844,369.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
BCP 8/BEP 3 Holdings Manager L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Energy Management Associates III L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Management Associates VIII L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone EMA III L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
BMA VIII L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Holdings II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Holdings I/II GP L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Blackstone Group Management L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| CUSIP No. | 52476L109 |
| 1 | Names of Reporting Persons
Stephen A. Schwarzman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,703,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The reported securities include 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
(2) The reported percent of class is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent).
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Legence Corp. | |
| (b) | Address of issuer's principal executive offices:
1601 Las Plumas Avenue, San Jose, CA 95133 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This Schedule 13G is filed on behalf of:
(i) Legence Parent LLC
(ii) Legence Parent II LLC
(iii) BX Refficiency Aggregator LP
(iv) Refficiency Aggregator II LP
(v) BCP 8/BEP 3 Holdings Manager L.L.C.
(vi) Blackstone Energy Management Associates III L.P.
(vii) Blackstone Management Associates VIII L.P.
(viii) Blackstone EMA III L.L.C.
(ix) BMA VIII L.L.C.
(x) Blackstone Holdings II L.P.
(xi) Blackstone Holdings I/II GP L.L.C.
(xii) Blackstone Inc.
(xiii) Blackstone Group Management L.L.C.
(xiv) Stephen A. Schwarzman
| |
| (b) | Address or principal business office or, if none, residence:
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Delaware | |
| (c) | Citizenship:
See the information set forth in Row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.01 per share | |
| (e) | CUSIP No.:
52476L109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the information set forth in Row 9 on each cover page.
The securities reported herein consist of: (i) 178,571 shares of Class A Common Stock directly held by Legence Parent; (ii) 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent); and (iii) 28,844,369 shares of Class A Common Stock directly held by Legence Parent II LLC ("Legence Parent II").
Legence Parent is controlled by BX Refficiency Aggregator LP, its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency Aggregator LP.
Legence Parent II is controlled by Refficiency Aggregator II LP, its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency Aggregator II LP.
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. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. ("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.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons expressly declare that the filing of this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G held by any other person, and such beneficial ownership is expressly disclaimed. | |
| (b) | Percent of class:
See the information set forth in Row 11 on each cover page.
The percent of class reported for each Reporting Person is calculated based on 58,510,567 shares of Class A Common Stock outstanding, after giving effect to the completion of the Issuer's initial public offering and the partial exercise by the underwriters of their option to purchase additional shares, as described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) with the SEC on September 15, 2025 and in the Issuer's Current Report on Form 8-K filed with the SEC on September 15, 2025, as increased by 46,680,762 shares of Class A Common Stock issuable in exchange for an equivalent number of Class B Units of Legence Holdings directly held by Legence Parent on a one-for-one basis (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock held by Legence Parent). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the information set forth in Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See the information set forth in Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the information set forth in Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the information set forth in Row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Exhibit 99.1 Joint Filing Agreement, dated October 16, 2025, by and among the Reporting Persons.