Amentum Announces Pricing of Secondary Offering

Rhea-AI Summary

Amentum Holdings (NYSE: AMTM) has announced the pricing of its secondary public offering of 19,464,174 shares at $16.50 per share. The offering is expected to close on March 13, 2025.

The transaction involves a debt-for-equity exchange where a Jacobs Solutions subsidiary will exchange these shares with a BofA Securities affiliate (the Selling Shareholder), who will then sell them to the offering's underwriters. Amentum will not receive any proceeds from this transaction.

After the offering's completion, Jacobs will cease to hold Amentum shares, except for potential future receipt of 9,732,087 escrowed shares subject to performance milestones. The offering's joint book-running managers include BofA Securities, J.P. Morgan, Morgan Stanley, BNP Paribas, and TD Cowen.

Positive

• None.

Negative

• Significant shareholder (Jacobs Solutions) completely exits position
• Large secondary offering of 19,464,174 shares may create selling pressure
• No proceeds benefit the company from this transaction

Insights

Financial Analyst

Amentum's secondary offering announcement has several noteworthy implications for investors. The pricing of 19,464,174 shares at $16.50 per share represents a 3.2% discount to the current market price of $17.04. This below-market pricing could exert short-term downward pressure on the stock.

The transaction is structured as a debt-for-equity exchange where a Jacobs Solutions subsidiary will exchange Amentum shares for indebtedness held by a BofA Securities affiliate, who will then sell these shares to underwriters. The total value of this offering is approximately $321 million.

Two key factors make this development significant. First, Jacobs will completely exit its Amentum ownership position following this transaction (except for potential future escrow shares). This substantial ownership change could signal reduced confidence in Amentum's future prospects from a formerly major stakeholder.

Second, since Amentum itself isn't issuing new shares or receiving proceeds, existing shareholders will experience no dilution - a positive aspect of this transaction. However, the substantial block of shares entering the market could create temporary selling pressure despite the non-dilutive nature.

The involvement of five major financial institutions as joint book-running managers (BofA Securities, J.P. Morgan, Morgan Stanley, BNP Paribas, and TD Cowen) does provide institutional credibility to the offering structure. Overall, this transaction represents a significant ownership realignment that investors should monitor for potential market impact.

CHANTILLY, Va.--(BUSINESS WIRE)-- Amentum Holdings, Inc. (NYSE: AMTM) (“Amentum”) announced today the pricing of the previously announced secondary underwritten public offering (the “Offering”) of 19,464,174 shares of its common stock (the “Shares”) at a public offering price of $16.50 per share. The Offering is expected to close on March 13, 2025 subject to the satisfaction or waiver of customary closing conditions. Amentum is not selling any shares of common stock and will not receive any proceeds from the sale of the Shares in the Offering or from the debt-for-equity exchange (as described below).

In connection with the Offering, a subsidiary of Jacobs Solutions Inc. (NYSE: J) (“Jacobs”) is expected to exchange the Shares for indebtedness of such subsidiary held by an affiliate of BofA Securities, Inc. (the “Selling Shareholder”). Following the debt-for-equity exchange, if consummated, the Selling Shareholder intends to sell the Shares to the underwriters in the Offering. After the completion of the Offering, Jacobs will no longer own any shares of Amentum’s common stock, other than shares Jacobs may receive upon release of 9,732,087 shares of Amentum common stock that remain in escrow, subject to final determination of certain performance milestones in connection with post-closing adjustments to the merger consideration relating to the combination of Jacobs’ Critical Mission Solutions and Cyber & Intelligence businesses with Amentum Parent Holdings LLC.

BofA Securities, J.P. Morgan, Morgan Stanley, BNP Paribas and TD Cowen are acting as joint book-running managers for the Offering.

A registration statement on Form S-1 (the “Form S-1”) relating to these securities has been filed and declared effective by the Securities and Exchange Commission. The Offering is being made only by means of a prospectus supplement and prospectus forming part of the effective registration statement. A copy of the final prospectus supplement and prospectus relating to the Offering, when available, may be obtained from BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, North Carolina 28255-0001, or by emailing: dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or email: prospectus-eq_fi@jpmorgan.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, New York 10014.

This press release is neither an offer to sell nor a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Amentum

Amentum is a global leader in advanced engineering and innovative technology solutions, trusted by the United States and its allies to address their most significant and complex challenges in science, security and sustainability. Our people apply undaunted curiosity, relentless ambition and boundless imagination to challenge convention and drive progress. Our commitments are underpinned by the belief that safety, collaboration and well-being are integral to success. Headquartered in Chantilly, Virginia, we have more than 53,000 employees in approximately 80 countries across all 7 continents. Visit us at amentum.com to learn how we advance the future together.

Forward-Looking Statements

This release contains statements that relate to future events and expectations and, as such, constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: changes in U.S. or global economic, financial, business and political conditions, including changes to governmental budgetary priorities; our ability to comply with the various procurement and other laws and regulations; risks associated with contracts with governmental entities; reviews and audits by the U.S. government and others; changes to our professional reputation and relationship with government agencies; the occurrence of an accident or safety incident; the ability of the Company to control costs, meet performance requirements or contractual schedules, compete effectively or implement its business strategy; the ability of the Company to retain and hire key personnel, and retain and engage key customers and suppliers; the failure to realize the anticipated benefits of the 2024 transaction with Jacobs Solutions Inc.; potential liabilities associated with shareholder litigation or other settlements or investigations; evolving legal, regulatory and tax regimes; and other factors set forth under Item 1A, Risk Factors in the annual report on Form 10-K (the “Annual Report”), and from time to time in documents that we file with the SEC, including the Form S-1. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under the section entitled “Risk Factors” in the Annual Report and in the Form S-1. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250312717646/en/

Investor Contact:

Nathan Rutledge

IR@amentum.com

Source: Amentum

FAQ

What is the price per share for Amentum's (AMTM) secondary offering in March 2025?

Amentum's secondary offering is priced at $16.50 per share for 19,464,174 shares.

How many Amentum (AMTM) shares are being offered in the March 2025 secondary offering?

The secondary offering consists of 19,464,174 shares of Amentum common stock.

Will Amentum (AMTM) receive any proceeds from the March 2025 secondary offering?

No, Amentum will not receive any proceeds from the secondary offering or the debt-for-equity exchange.

How many Amentum (AMTM) shares remain in escrow for Jacobs Solutions after the offering?

9,732,087 shares remain in escrow, subject to performance milestones related to post-closing adjustments.