Bernhard Capital Partners to acquire Bowman Consulting Group for $1.0bn

Bernhard Capital Partners, a private equity firm focused on infrastructure services, agreed to acquire Bowman Consulting Group Ltd. for $43.00 per share in cash, an all-cash transaction valuing Bowman at an enterprise value of around $1.0bn. The deal was announced on the 10th of August. The price is around a 58% premium to Bowman's unaffected closing price of $27.23 on 7 August 2026.

Bowman is a national engineering services and program management firm headquartered in Reston, Virginia, with over 2,500 employees and 100 offices across the US, providing planning, engineering, geospatial, construction management, commissioning, environmental consulting, and land procurement services to regulated infrastructure end markets. Bernhard Capital Partners is a Batone-Rouge-based private markets investment firm with more than $6.0bn in assets under management, focused on building infrastructure services and infrastructure-asset platforms in essential, regulated sectors.

This is a private, negotiated US public-economy acquisition structured as a statutory merger (an acquisition completed under corporate law in which entities legally merge after obtaining the required approvals), not a tender offer (an alternative acquisition structure where the buyer makes an offer directly to shareholders to tender their shares, rather than first seeking a shareholder vote on a merger).

It requires Bowman shareholder approval at a special meeting and customary regulatory clearances. A definitive proxy statement will be filed with the SEC (the final SEC-filed document giving shareholders information about the deal and asking them to vote on it). Notably, the merger agreement includes a 35-day "go shop" period, running to 5:00pm ET on 13 September 2026, during which Bowman and its advisers may actively solicit competing proposals. The deal is expected to close either Q4 2026 or Q1 2027. Holders of around 15.3% of Bowman's voting power have signed voting agreements to support the deal.

There is no information yet on Bernhard's financing structure. Whether the $1.0bn purchase price is being funded via a debt or equity mix, and by which lenders is not yet disclosed. BofA Securities is Bowman's financial adviser, with Latham & Watkins LLP as the legal advisers. Kirkland & Ellis LLP are listed as the confirmed legal counsel to Bernhard Capital partners.

This is a take-private of a recently public company, as Bowman IPO'd in 2021, by an infrastructure focused private equity sponsor, illustrating continued private equity appetite for engineering and infrastructure service platforms amid sustained US infrastructure investment. Furthermore, a 58% premium is large. Bernhard is effectively saying that Bowman is worth materially more under private ownership than the stock market was valuing it at immediately before the deal. That can indicate confidence in Bowman's long-term cash flows, growth prospects, potential synergies with other Bernhard businesses, or the ability to improve the company operationally.