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A 58% premium doesn't happen by accident. It happens when a private equity firm decides a company is worth significantly more than the public market currently believes.

Bowman Consulting Group, a national engineering services and program management firm, announced Monday it has agreed to be acquired by infrastructure-focused private equity firm Bernhard Capital Partners in an all-cash, take-private transaction valued at roughly $1 billion. Under the terms of the deal, Bernhard will pay $43 per share in cash — a premium of approximately 58% over Bowman's unaffected closing price Friday. Once finalized, the Reston, Virginia-headquartered company will delist its shares from the Nasdaq entirely.

What Bernhard Is Actually Buying

Bowman has built its business around the unglamorous but essential work that keeps infrastructure projects moving: planning, engineering, geospatial services, construction management, commissioning, environmental consulting, land procurement and a range of other technical services, serving clients across a variety of regulated end markets nationwide.

It's precisely that breadth — and the diversified footprint the company has built since going public — that appears to have made Bowman an attractive target for a firm like Bernhard, whose entire investment thesis centers on infrastructure, utility and industrial markets.

Why Bowman's Founder Says the Timing Is Right

Gary Bowman, the company's founder and CEO, framed the sale as the culmination of a growth strategy that began when the company went public in 2021. He said the deal delivers premium cash value to shareholders, and described Bernhard as an investor with a genuine understanding of Bowman's markets, clients and acquisition-driven growth approach — one he believes will respect the entrepreneurial culture that has driven the company's success to this point.

Why Bernhard Says It's the Right Buyer

Bernhard partner and Chief Investment Officer Mark Spender offered his own case for the acquisition, pointing to Bowman's reputation for technical depth, its track record executing complex projects efficiently, and the scale it has built across critical infrastructure markets. He said Bowman's services and client base align closely with Bernhard's own decades of experience building infrastructure-focused businesses, and argued that amid what he described as generationally strong investment flowing into infrastructure, utility and industrial markets, Bowman is well positioned to take advantage of that momentum.

A Built-In Window for Rivals to Compete

The agreement isn't entirely closed off to competing bids. It includes a 35-day "go-shop" period, during which Bowman and its financial and legal advisers are permitted to actively solicit, evaluate and negotiate alternative acquisition proposals from other potential buyers. The company was careful to note there's no guarantee that window produces a superior offer — but the provision leaves the door open for a bidding scenario before the deal is locked in.

The Deal Team

The transaction carries an extensive roster of legal talent on both sides. Latham & Watkins LLP advised Bowman, with a team led by partners Charles Ruck, Ian Nussbaum and Joel Trotter.

Kirkland & Ellis LLP advised Bernhard with a considerably larger bench: corporate partners Bill Benitez, Alex Robertson and Jonathan Sapp; debt finance partners Jordan Roberts and Brittany Taylor; capital markets partner Julian Seiguer; tax partner Mark Dundon; executive compensation partner Stephen Jacobson; investment funds partner Sean Malone; employee benefits partner Alex Mihalas; and sustainability partner Alexandra Farmer.

What Happens Next

The deal is expected to close in either the fourth quarter of 2026 or the first quarter of 2027, pending approval from Bowman shareholders, required regulatory clearance, and the satisfaction of other standard closing conditions.

Until then, the go-shop clock is ticking — 35 days in which Bowman's board has a legal obligation to find out whether $43 a share is truly the best offer on the table, or simply the first one to arrive.