Jacobs Announces Determination of Post-Closing Adjustments Relating to the Critical Mission Solutions Separation Transaction

Rhea-AI Summary

Jacobs (NYSE:J) has received the final post-closing adjustments from the Critical Mission Solutions (CMS) Separation Transaction, consisting of $70 million in cash and 7,299,065 shares of Amentum Holdings (NYSE: AMTM) common stock. The cash portion has been used to reduce Jacobs' outstanding debt.

The Amentum shares, representing 3% of Amentum's outstanding shares at the transaction closing, are planned to be distributed pro rata to Jacobs' shareholders, pending Board approval. This distribution will occur on a yet-to-be-determined record date. This adjustment determination marks the completion of the CMS Separation Transaction, with only transition services and post-closing assistance remaining.

Positive

• Received $70 million cash payment used for debt reduction
• Gained 7,299,065 Amentum shares (3% ownership) to be distributed to shareholders
• Completion of CMS Separation Transaction final adjustments

Negative

• None.

DALLAS, April 10, 2025 /PRNewswire/ -- Jacobs (NYSE:J) announced that it received $70 million and the right to receive 7,299,065 shares of common stock in Amentum Holdings, Inc. (NYSE: AMTM) in connection with the combination of Jacobs' Critical Mission Solutions and Cyber & Intelligence businesses with Amentum Parent Holdings LLC, which resulted in Amentum becoming a publicly traded company last year (the "CMS Separation Transaction"). These amounts represent the final determination of post-closing adjustments to the working-capital and merger consideration provided for in the CMS Separation Transaction agreements.

Jacobs utilized the $70 million to repay a portion of its outstanding indebtedness. Additionally, subject to receipt of approval by Jacobs' Board of Directors, Jacobs intends to distribute the shares of Amentum common stock, which represent 3% of the outstanding shares of Amentum as of the date the CMS Separation Transaction closed, on a pro rata basis to Jacobs' shareholders as of a record date that will be determined by the Board of Directors. 

Except for certain ongoing transition services and customary post-closing assistance, the determination of these final post-closing adjustments represents completion of the last step in the CMS Separation Transaction.

About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow – delivering outcomes and solutions for the world's most complex challenges. With approximately $12 billion in annual revenue and a team of almost 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we're creating a more connected and sustainable world. See how at jacobs.com and connect with us on LinkedIn, Instagram, X and Facebook.

We use any of the following to comply with our disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls, or our website. We routinely post important information on our website at www.jacobs.com, including information that may be deemed to be material. We encourage investors and others interested in the company to monitor these distribution channels for material disclosures.

Certain statements contained in this press release constitute forward-looking statements within the meaning of the 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," 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 our expectations regarding the distribution of additional shares of Amentum common stock to our shareholders in the future. We base these forward-looking statements on management's current estimates and expectations, as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain and are not guarantees of future performance. There are a variety of factors that could cause actual results to differ materially from our forward-looking statements including, but not limited to, the risks and uncertainties as to the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation and executive orders related to governmental spending, and changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to tariffs or trade policies, that may adversely impact our future financial positions or results of operations, 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 possibility of a recession or economic downturn, and increased uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, among others. 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 filings with the U.S. Securities and Exchange Commission. The company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

For additional information contact:

Investors
Bert Subin
JacobsIR@jacobs.com

Media
Louise White
louise.white@jacobs.com 

 

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SOURCE Jacobs

FAQ

How much cash did Jacobs (J) receive in the CMS Separation Transaction adjustment?

Jacobs received $70 million in cash as part of the final post-closing adjustments.

How many Amentum shares will Jacobs (J) distribute to shareholders?

Jacobs will distribute 7,299,065 shares of Amentum common stock, representing 3% of Amentum's outstanding shares.

What did Jacobs (J) do with the $70 million cash received from the adjustment?

Jacobs used the $70 million to repay a portion of its outstanding indebtedness.

When will Jacobs (J) distribute the Amentum shares to shareholders?

The distribution date will be determined by Jacobs' Board of Directors, who will set a future record date for the distribution.