Bowman Consulting Group to Be Acquired by Bernhard Capital at $43 Per Share
Bowman Consulting Group agreed to be acquired by Prive Parent and Prive Merger Sub, affiliates of Bernhard Capital Partners, for $43.00 per share in cash under a definitive merger agreement signed August 10, 2026. The board unanimously approved the deal, which includes a go-shop through September 13, 2026, and remains subject to stockholder and regulatory approvals. To support the transaction, BCP funds committed $605.21 million of equity, debt providers committed $550 million across term loan, revolver and delayed draw facilities, and BCP affiliates delivered a limited guarantee. Key insiders holding about 15.3% of voting power agreed to support the merger. Upon closing, Bowman's shares will be delisted from Nasdaq.
Agreement 1: Bowman Consulting Group to Be Acquired by Bernhard Capital at $43 Per Share
- Agreement type: Agreement and Plan of Merger
- Counterparty: Prive Parent and Prive Merger Sub (Bernhard Capital Partners)
- Signed / Effective: Aug 10 2026 / Aug 10 2026
- Duration / Termination: Until closing
- Reason: Take-private transaction to deliver cash value to stockholders
Agreement 2: Bernhard Capital Funds Commit $605.2 Million Equity to Bowman Take-Private
- Agreement type: Equity commitment letter
- Counterparty: Bernhard Capital Partners funds
- Signed / Effective: Aug 10 2026 / Aug 10 2026
- Duration / Termination: Until closing
- Reason: Fund cash consideration and transaction costs
Agreement 3: Bowman Secures $550 Million Debt Commitments to Support BCP Buyout
- Agreement type: Senior secured first-lien debt commitment (term loan, revolver, delayed draw)
- Counterparty: Certain financial institutions
- Signed / Effective: Aug 10 2026 / Aug 10 2026
- Duration / Termination: Until closing subject to conditions
- Reason: Finance acquisition and provide liquidity
Agreement 4: BCP Funds Provide Limited Guarantee of Buyer Obligations in Bowman Deal
- Agreement type: Limited guarantee of buyer obligations
- Counterparty: Bernhard Capital Partners funds
- Signed / Effective: Aug 10 2026 / Aug 10 2026
- Duration / Termination: Until obligations satisfied or as specified
- Reason: Enhance certainty of consideration and closing
Agreement 5: Bowman Executives Pledge 15.3% Voting Support for $43-Per-Share Sale
- Agreement type: Voting and support agreements
- Counterparty: Gary Bowman and Bruce Labovitz
- Signed / Effective: Aug 10 2026 / Aug 10 2026
- Duration / Termination: Until merger completion or earlier termination
- Reason: Secure key shareholder support to facilitate approval
Original SEC Filing: Bowman Consulting Group Ltd. [ BWMN ] - 8-K - Aug. 10, 2026