Jacobs to spin off CMS and Cyber & Intelligence businesses, merge with Amentum; receives $1B cash

JACOBS SOLUTIONS INC.

Combined company will have ~$13B annual revenue; Jacobs shareholders to own up to 63%.
Jacobs receives $1B cash dividend at closing; expects $50-70M net cost synergies.
Transaction is tax-free to Jacobs shareholders; Jacobs retains its digital solutions business.
Steve J. Demetriou to be Executive Chair; John Heller (Amentum CEO) will be CEO of combined company.
SpinCo secures $1.13B term loan commitment from JPMorgan, Morgan Stanley, RBC.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JACOBS SOLUTIONS INC. entered into Agreement and Plan of Merger with Amazon Holdco Inc., Amentum Parent Holdings LLC, Amentum Joint Venture LP valued at $1,000,000,000 (effective 2023-11-20).

Action: entry
Agreement: merger
Counterparty: Amazon Holdco Inc., Amentum Parent Holdings LLC, Amentum Joint Venture LP
Value: $1,000,000,000
Effective: 2023-11-20

Exact text from the filing

On November 20, 2023 (the “Signing Date”), Jacobs Solutions Inc. (the “Company”), Amazon Holdco Inc., a wholly owned subsidiary of the Company (“SpinCo”), Amentum Parent Holdings LLC (“Amentum”) and Amentum Joint Venture LP, the sole equityholder of Amentum (“Amentum Equityholder”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JACOBS SOLUTIONS INC. entered into Separation and Distribution Agreement with Amazon Holdco Inc., Amentum Parent Holdings LLC, Amentum Joint Venture LP (effective 2023-11-20).

Action: entry
Agreement: merger
Counterparty: Amazon Holdco Inc., Amentum Parent Holdings LLC, Amentum Joint Venture LP
Effective: 2023-11-20

Exact text from the filing

pursuant to a Separation and Distribution Agreement, dated as of November 20, 2023, among the Company, SpinCo, Amentum and Amentum Equityholder (the “Separation Agreement”)

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JACOBS SOLUTIONS INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-281242

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