Bernhard Capital Partners has agreed to acquire Bowman Consulting Group Ltd., a U.S.-based engineering services and program management firm, for approximately $1 billion in an all-cash take-private transaction.
The deal, announced on August 10, 2026, is designed to strengthen Bernhard Capital’s infrastructure services platform and accelerate Bowman’s growth in engineering, surveying, and environmental consulting.
The acquisition is strategically important because modern infrastructure development requires integrated services across civil engineering, transportation, water resources, energy, and land development. The ability to provide end-to-end solutions from planning to construction is becoming increasingly important.
By combining Bernhard Capital’s capital resources and services-focused private equity expertise with Bowman’s national engineering footprint, the companies aim to provide more integrated solutions for public and private infrastructure clients.
The transaction is expected to close in Q4 2026, subject to stockholder approval, regulatory approvals, and other customary closing conditions. Bowman’s shares will be delisted from Nasdaq upon closing.
Key Details of the Acquisition
| Detail | Information |
| Acquirer | Bernhard Capital Partners |
| Target | Bowman Consulting Group Ltd. |
| Acquirer Country | United States |
| Target Country | United States |
| Acquirer Industry | Private Equity, Infrastructure Services |
| Target Industry | Engineering Services, Program Management, Surveying |
| Deal Type | Take-Private Acquisition |
| Deal Value | ~$1 Billion (including debt) |
| Payment | All Cash – $43.00 per share |
| Premium | ~55% to pre-announcement (Q2 earnings day) |
| Announcement Date | August 10, 2026 |
| Target Founded | 1995 |
| Target Headquarters | Reston, Virginia, U.S. |
| Acquirer Headquarters | Baton Rouge, Louisiana, U.S. |
| Acquirer AUM | ~$6.2 Billion |
| Acquirer Founded | 2013 |
| Target Stock | NASDAQ: BWMN |
| Expected Closing | Q4 2026 |
| Approvals Required | Stockholder + Regulatory |
| Go-Shop Period | Until September 13, 2026 (expired) |
| Equity Commitment | $605.2 Million from Bernhard funds |
| Debt Commitment | $550 Million (term loan, revolver, delayed draw) |
| Legal Advisors | Latham & Watkins (Bowman), Kirkland & Ellis (Bernhard) |
| Voting Support | Key insiders ~15.3% pledged support |
Bernhard Capital Partners Company Introduction
Bernhard Capital Partners is a U.S.-based private equity firm listed as a private company, headquartered in Baton Rouge, Louisiana.
The company was founded in 2013 and focuses on infrastructure and services businesses.
Its major investment areas include:
- Infrastructure services
- Government services
- Industrial services
- Engineering & Construction
- Energy services
According to Mergr data, Bernhard Capital Partners has approximately $6.2 billion in private equity AUM and is known for buying and building services platforms.
Bowman Consulting Company Introduction
Bowman Consulting Group Ltd. is a U.S.-based engineering services and program management firm headquartered in Reston, Virginia. The company was founded in 1995 and listed on NASDAQ under BWMN.
Unlike a traditional construction company that builds physical structures, Bowman focuses on planning, engineering, and technical services that come before and during construction.
Its key capabilities include:
- Civil engineering
- Transportation engineering
- Surveying and geospatial
- Environmental consulting
- Water and wastewater
- Construction management
- Land procurement
- Structural design
Why Is Bernhard Capital Acquiring Bowman?
| Bernhard Already Has | Bowman Brings |
| Capital resources ($605M equity + $550M debt committed) | National engineering footprint – 2000+ employees |
| Services-focused buy-and-build expertise | Diversified regulated end markets |
| Infrastructure portfolio companies | Civil, transportation, water, energy expertise |
| Private equity platform | Public company with strong backlog |
This creates a potential combination like: Capital + Engineering Talent → Expanded Services → Infrastructure Growth → Long-term Contracts
What Does Bowman’s Engineering Technology Do?
1. A client needs to develop land, road, or utility project
2. Bowman surveys the land and studies environmental impact
3. Engineers design roads, water systems, and structures
4. Construction management oversees building
5. Program management ensures compliance and delivery
In simple terms: Survey → Design → Permit → Build Management → Delivery. This can help public and private clients deliver infrastructure more efficiently.
Why Is Take-Private Structure Important?
| Public Company (Before) | Private Under Bernhard (After) |
| Quarterly earnings pressure | Long-term growth focus |
| Limited capital for M&A | Access to $605M equity + $550M debt for acquisitions |
| Stock volatility | Private ownership stability |
| Public reporting costs | Operational flexibility |
Bowman has been an active acquirer itself – acquiring firms like Richter & Associates, Hole Montes, etc. Private ownership can accelerate this M&A strategy.
$1 Billion All-Cash Transaction
- Bernhard will pay $43.00 per share in cash
- Aggregate value ~$1B includes equity and debt financing
- BCP funds committed $605.21M equity, debt providers $550M across term loan, revolver, delayed draw
- Board unanimously approved, go-shop period expired Sep 13, 2026 with no competing bid
- Key insiders Gary Bowman and Bruce Labovitz holding ~15.3% agreed to support merger
Bowman’s Revenue Base and Financial Position
| Metric | Figure |
| FY2025 Revenue | $490.02 Million (+14.88% YoY) |
| FY2024 Revenue | $427 Million |
| Q2 2026 Gross Contract Revenue | $146.13 Million (+19.69% YoY) |
| Q2 2026 Net Service Billing | $128.97 Million |
| Q2 2026 Net Income | $2.5 Million (down 58% due to deal costs, overhead) |
| Q2 2026 Adjusted EPS | $0.62 (beat $0.47 est.) |
| Full Year 2026 Guidance | $520-540 Million net service billing |
| Employees | ~2,046 |
| Backlog Growth | +50% YoY, organic growth 12.7% in Q2 2026 |
| Market Cap Pre-deal | ~$400-500M |
Bowman’s Work Across Infrastructure Programs
| Application Area | Examples |
| Transportation | Roads, highways, traffic planning |
| Water Resources | Water, wastewater, stormwater |
| Land Development | Residential, commercial site planning |
| Energy | Power delivery, utility lines |
| Environmental | Permitting, environmental studies |
| Geospatial | Surveying, mapping, LiDAR |
What Could Bernhard Gain From the Acquisition?
- 1. Stronger Infrastructure Services Platform – Adds national engineering brand to portfolio
- 2. Buy-and-Build Growth – Bowman itself is serial acquirer, Bernhard can accelerate M&A with capital
- 3. Recurring Regulated Markets – Engineering services tied to infrastructure spending, not just construction cycles
- 4. Take-Private Value Creation – Move from public market 106x P/E to private long-term value creation
Why Is This Acquisition Important for Infrastructure Services?
Modern infrastructure needs integrated services:
Bernhard Capital (Funding + Strategy)
↓
Bowman Engineering & Surveying
↓
Environmental & Permitting
↓
Construction Management
↓
Public/Private Infrastructure Delivery
This illustrates strategic logic – combining capital with technical services.
Bernhard Capital Financial Position
Bernhard is private, so no public Q2. However commitment shows strength:
| Commitment Type | Amount |
| Equity Commitment | $605.21 Million |
| Debt Commitment | $550 Million (term loan + revolver + delayed draw) |
| Limited Guarantee | Provided by BCP affiliates |
| PE AUM | ~$6.2 Billion |
| Founded | 2013, Baton Rouge, Louisiana |
Potential Challenges
| Risk Area | Details |
| Stockholder Approval | Needs majority of BWMN shares, 15.3% already pledged |
| Regulatory Approval | Antitrust and other regulatory clearances |
| Debt Financing | $550M debt must close, interest costs higher than before |
| Integration | Merging with other Bernhard portfolio companies, culture |
| Retention | Retaining 2,046 engineers and surveyors is key |
| Public to Private Transition | Delisting, reporting changes, cost structure |
Outcome
The Bernhard-Bowman $1B take-private deal is a bet on U.S. infrastructure services. Bernhard Capital, with $6.2B AUM since 2013, brings $605M equity and $550M debt to take Bowman private at $43 per share cash. Bowman, founded 1995 in Reston with 2,046 employees and $490M FY2025 revenue, offers civil, surveying and environmental services with 50% backlog growth. For Bernhard, it adds a national engineering platform for buy-and-build growth. Risks include stockholder approval, regulatory clearance, and debt market conditions. If closed in Q4 2026 as expected after go-shop expiry, the deal could accelerate Bowman’s M&A strategy under private ownership and deliver long-term value beyond quarterly public market pressure.
Source: Bernhard news
