Jacobs Solutions Announces Record Date and Distribution Date for the Spin-Off of Its Critical Mission Solutions and Cyber & Intelligence Government Services Businesses
Jacobs Solutions has announced key dates for the spin-off of its Critical Mission Solutions and Cyber & Intelligence government services businesses. The record date is set for September 23, 2024, and the distribution date for September 27, 2024. This spin-off will merge these businesses with Amentum, creating a new publicly traded company on the NYSE under the ticker symbol AMTM.
Jacobs shareholders will receive one share of Amentum common stock for every Jacobs share held on the record date. Post-transaction, Jacobs shareholders will own 51% of Amentum, with Jacobs retaining 7.5%. An additional 4.5% will be held in escrow as contingent consideration. Jacobs intends to dispose of its stake in Amentum within 12 months of the distribution.
Jacobs Solutions ha annunciato date importanti per la scissione delle sue attività governative di Critical Mission Solutions e Cyber & Intelligence. La data di registrazione è fissata per il 23 settembre 2024, mentre la data di distribuzione è prevista per il 27 settembre 2024. Questa scissione unirà queste attività con Amentum, creando una nuova società quotata in borsa sul NYSE con il simbolo ticker AMTM.
Gli azionisti di Jacobs riceveranno una azione ordinaria di Amentum per ogni azione di Jacobs detenuta alla data di registrazione. Dopo la transazione, gli azionisti di Jacobs possederanno il 51% di Amentum, mentre Jacobs manterrà il 7,5%. Un ulteriore 4,5% sarà mantenuto in deposito come considerazione contingente. Jacobs intende cedere la sua partecipazione in Amentum entro 12 mesi dalla distribuzione.
Jacobs Solutions ha anunciado fechas clave para la escisión de sus negocios de Critical Mission Solutions y servicios gubernamentales de Ciberinteligencia. La fecha de registro está fijada para el 23 de septiembre de 2024, y la fecha de distribución para el 27 de septiembre de 2024. Esta escisión unirá estos negocios con Amentum, creando una nueva empresa cotizada en la bolsa de valores NYSE bajo el símbolo de ticker AMTM.
Los accionistas de Jacobs recibirán una acción ordinaria de Amentum por cada acción de Jacobs que posean en la fecha de registro. Después de la transacción, los accionistas de Jacobs poseerán el 51% de Amentum, mientras que Jacobs retendrá el 7,5%. Un 4,5% adicional será mantenido en custodia como consideración contingente. Jacobs tiene la intención de deshacerse de su participación en Amentum dentro de los 12 meses posteriores a la distribución.
Jacobs Solutions는 Critical Mission Solutions와 Cyber & Intelligence 정부 서비스 사업의 분사를 위한 중요한 날짜를 발표했습니다. 기록일은 2024년 9월 23일로 정해졌으며, 배포일은 2024년 9월 27일로 예정되어 있습니다. 이 분사는 이 사업부를 Amentum과 결합하여 NYSE에서 AMTM이라는 주식 코드로 새로운 상장 회사를 설립할 것입니다.
Jacobs의 주주들은 기록일에 보유한 Jacobs 주식 1주당 Amentum 일반 주식 1주를 받을 것입니다. 거래 후에는 Jacobs 주주가 Amentum의 51%를 소유하게 되며, Jacobs는 7.5%를 보유합니다. 추가로 4.5%는 조건부 보상으로 에스크로에 보관됩니다. Jacobs는 배포 후 12개월 이내에 Amentum에 대한 지분을 처분할 계획입니다.
Jacobs Solutions a annoncé des dates clés pour la scission de ses activités Critical Mission Solutions et services gouvernementaux Cyber & Intelligence. La date d'enregistrement est fixée au 23 septembre 2024, et la date de distribution au 27 septembre 2024. Cette scission fusionnera ces activités avec Amentum, créant ainsi une nouvelle société cotée à la bourse NYSE sous le symbole boursier AMTM.
Les actionnaires de Jacobs recevront une action ordinaire d'Amentum pour chaque action de Jacobs détenue à la date d'enregistrement. Après la transaction, les actionnaires de Jacobs détiendront 51 % d'Amentum, Jacobs conservant 7,5 %. Un autre 4,5 % sera gardé en séquestre en tant que contrepartie conditionnelle. Jacobs a l'intention de se départir de sa participation dans Amentum dans les 12 mois suivant la distribution.
Jacobs Solutions hat wichtige Daten für die Abspaltung seiner Geschäfte im Bereich Critical Mission Solutions und Cyber & Intelligence bekannt gegeben. Das Stichtagsdatum ist auf den 23. September 2024 festgelegt, und das Verteilungsdatum auf den 27. September 2024. Diese Abspaltung wird diese Geschäftsbereiche mit Amentum zusammenführen und ein neues börsennotiertes Unternehmen an der NYSE unter dem Tickersymbol AMTM schaffen.
Die Aktionäre von Jacobs erhalten für jede am Stichtag gehaltene Jacobs-Aktie eine Aktie der Amentum. Nach der Transaktion werden die Jacobs-Aktionäre 51% an Amentum besitzen, während Jacobs 7,5% behält. Weitere 4,5% werden als bedingte Gegenleistung in Treuhand gehalten. Jacobs beabsichtigt, seinen Anteil an Amentum innerhalb von 12 Monaten nach der Verteilung zu veräußern.
- Creation of a new publicly traded company (Amentum Holdings, Inc.) through spin-off and merger
- Jacobs shareholders to receive one share of Amentum for each Jacobs share held
- Jacobs and its shareholders expected to own between 58.5% and 63% of Amentum post-transaction
- Potential for additional shareholder value through contingent consideration based on fiscal year 2024 operating profit targets
- Reduction in Jacobs' business portfolio through spin-off of Critical Mission Solutions and Cyber & Intelligence government services businesses
- Jacobs to dispose of its 7.5% stake in Amentum within 12 months, potentially impacting future earnings
Insights
This spin-off and merger transaction is a significant strategic move for Jacobs Solutions. The creation of Amentum Holdings, Inc. through this Reverse Morris Trust transaction allows Jacobs to streamline its operations and focus on its core technology-enabled solutions business. For investors, this means:
- Potential for improved operational efficiency and shareholder value in both resulting companies
- A tax-efficient separation of the government services businesses
- Jacobs shareholders will receive 51% ownership in the new Amentum, with potential for up to 63% ownership based on performance targets
The planned divestiture of Jacobs' stake in Amentum within 12 months suggests a clear strategy to unlock value and refocus the business. Investors should closely monitor the performance of both entities post-separation to assess the success of this strategic decision.
This transaction reflects broader industry trends of consolidation and specialization in the government services sector. Key points for investors:
- The new Amentum will be better positioned to compete for large-scale government contracts, particularly in critical mission solutions and cyber intelligence
- Jacobs' retention of a 7.5% stake (plus potential additional ownership) allows it to benefit from Amentum's expected growth while focusing on its core business
- The "when-issued" trading period (Sept 24-27) provides an opportunity for investors to gauge market sentiment on both entities
Investors should watch for potential synergies and cost savings in the new Amentum, as well as any shifts in Jacobs' market positioning post-spin-off. The transaction's success may influence similar strategic moves in the industry.
The spin-off and merger transaction is structured as a Reverse Morris Trust, a complex but tax-efficient method for divesting assets. Key legal considerations:
- The transaction is subject to SEC approval of the Form 10 registration statement
- The contingent consideration mechanism (4.5% in escrow) adds a performance-based element to the deal structure
- The planned divestiture of Jacobs' stake in Amentum within 12 months may have tax implications
Investors should be aware that the deal's completion is contingent on satisfying various conditions. The complex trading arrangements during the transition period (regular-way, ex-distribution and when-issued) require careful attention to avoid unintended consequences in stock ownership or rights to the spin-off shares.
Record date set for September 23, 2024
Distribution date and closing date for spin-off and merger with Amentum set for September 27, 2024
Amazon Holdco Inc. to be renamed "Amentum Holdings, Inc.," effective as of the completion of the spin-off and merger
Jacobs CEO Bob Pragada said, "This is an important milestone in establishing two leading companies, both with a clear strategy for long-term value creation. Jacobs will continue to operate as a premier technology-enabled solutions provider, and under CEO John Heller, Amentum will be a leading provider of engineering and technology solutions for the
Distribution
Holders of Jacobs common stock will be entitled to receive one share of Amentum common stock for every one share of Jacobs common stock held as of the close of business on September 23, 2024, the record date for the distribution. No shareholder action is necessary to receive shares in the distribution. Jacobs shareholders who hold Jacobs common stock on the record date will receive a book-entry account statement reflecting their ownership of Amentum common stock or their brokerage account will be credited with Amentum common stock.
Immediately after completion of the spin-off and merger transactions, Jacobs' shareholders will own
Additional details about the distribution are described in the information statement included as part of the registration statement on Form 10 (the "Form 10") filed by Amazon Holdco Inc., which will be renamed Amentum Holdings, Inc., with the
The spin-off and merger remain subject to the satisfaction or waiver of certain conditions described in the Form 10 including, but not limited to, the effectiveness of the Form 10. If certain closing conditions are not satisfied or waived in advance of September 23, 2024, Jacobs may elect to change the record date to a later date.
Trading Details
Jacobs expects that a "when-issued" public trading market for Amentum common stock will commence on the New York Stock Exchange ("NYSE") on or about September 24, 2024, and will continue up to and including the distribution date of Friday, September 27, 2024, under the ticker symbol "AMTM WI." Jacobs also anticipates that "regular-way" trading of Amentum common stock will begin on September 30, 2024, under the ticker symbol "AMTM." After completion of the distribution, Jacobs will continue to trade in the regular way on the NYSE under the ticker symbol "J."
Beginning on or about September 24, 2024, and continuing up to and including the distribution date, it is expected that there will be two ways to trade Jacobs common stock on the NYSE: with or without the distribution of Amentum common stock. Jacobs shareholders who sell their shares of Jacobs common stock in the "regular way" market under the ticker symbol "J" from the record date and up to and including the distribution date will be selling their right to receive shares of Amentum in connection with the distribution. Jacobs' shareholders who sell their shares of Jacobs common stock in the "ex-distribution" market, under the ticker symbol "J WI," beginning on or about September 24, 2024, and continuing until and including the distribution date will sell their Jacobs shares but retain their right to receive shares of Amentum common stock in connection with the distribution. In addition, Jacobs shareholders who sell shares under the symbol "AMTM WI" will be selling their right to receive shares of Amentum common stock in connection with the distribution, but will retain their Jacobs shares. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of Jacobs common stock on or before the distribution date.
About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately
About Amentum
Amentum is a leader in global engineering, project management and solutions integration, trusted to modernize the most critical missions anywhere in the world. Driven to create a safer, smarter, cleaner world, we innovate as a team of inventive doers passionate about making a difference. Underpinned by a strong culture of ethics, safety and inclusivity, Amentum is fiercely committed to operational excellence and successful execution. Headquartered in
Certain statements contained in this press release constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "future," "will," "would," "could," "can," "may," "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the expected timing of our plans to spin off and merge with Amentum the CMS business and the above-referenced portion of the DVS business (hereinafter referred to collectively as the combined business or the combined company) in a proposed transaction that is intended to be tax-free to shareholders for
Although such statements are based on Jacobs' and Amentum's current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements.
Such factors include uncertainties as to the structure and timing of the proposed transaction, the impact of the proposed transaction on Jacobs and the combined company if the proposed transaction is completed, the possibility that the proposed transaction may not qualify for the expected tax treatment, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the growth expectations of the combined entity, risk relating to the combination and integration of the businesses and the ability to implement its business strategy and realize the expected benefits, including the ability to realize the estimated synergies, the inability of Jacobs and the combined entity to retain and hire key personnel, customers or suppliers while the proposed transaction is pending or after it is completed, as well as other factors that may impact Jacobs or the combined business, such as competition from existing and future competitors in its target markets, financial market risks that may affect Jacobs or the combined business, including by affecting Jacobs' or the combined business' access to capital, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts, the risk that disruptions from the proposed transaction will impact the Jacobs' or Amentum's business, the risk that the separation of the businesses from Jacobs may be more difficult than expected, a possible decrease in the trading price of Jacobs' shares, as well as factors related to our business or detailed from time to time in Jacobs' reports filed with the SEC. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 29, 2023, and in particular the discussions contained therein under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, our Quarterly Reports on Form 10-Q, as well as Jacobs' other filings with the SEC. Jacobs is not under any duty to update any of the forward-looking statements after the date of this presentation to conform to actual results, except as required by applicable law. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in other documents we file from time to time with the SEC.
Contacts:
Investors
Ayan Banerjee, Senior Vice President – Finance, Treasury, Investor Relations & Corporate Development:
JacobsIR@jacobs.com
Media
Louise White, Senior Vice President – Marketing, Communications & Brand:
+1 (469) 724-0810
louise.white@jacobs.com
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