Form 8-K - Current report

false 0000052988 --09-27 0000052988 2024-09-13 2024-09-13

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2024

 

 

Jacobs Solutions Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-7463		88-1121891
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1999 Bryan Street, Suite 3500 Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

Registrants’ Telephone Number, including Area Code: [phone]

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1 par value		J		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Introductory Note.

As previously announced, on November 20, 2023, Jacobs Solutions Inc. (the “Company” or “Jacobs”), Amazon Holdco Inc., a wholly owned subsidiary of the Company (“SpinCo”), Amentum Parent Holdings LLC (“Amentum”) and Amentum Joint Venture LP (“Amentum Equityholder”), the sole equityholder of Amentum, entered into an Agreement and Plan of Merger, pursuant to which the Company agreed to spin off and combine its Critical Mission Solutions and Cyber & Intelligence government services businesses with Amentum, subject to the terms and subject to the conditions set forth therein (the “Transactions”).

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 13, 2024, the Board of Directors (the “Board”) of Jacobs approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately (the “Amendment”). The Amendment amends the Bylaws to remove, solely for the purpose of the Distribution (defined below) in connection with the Transactions, the requirement that the record date for determining the stockholders entitled to receive payment of any dividend or other distribution be no less than 10 days prior to such dividend or other distribution.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein.

 

Item 8.01

Other Events.

On September 13, 2024, the Company issued a press release announcing the record date for the spin-off distribution (the “Distribution”) ahead of the closing of the Transactions. Holders of the Company’s common stock will be entitled to receive one share of SpinCo’s common stock, par value $0.01 per share (“SpinCo Common Stock”), for every one share of the Company’s common stock held as of the close of business on September 23, 2024, the record date for the Distribution. The Transactions, including the Distribution, are subject to the satisfaction or waiver of certain conditions, as more fully described in SpinCo’s registration statement on Form 10 (File No. 001-42176), as amended, including the information statement attached as Exhibit 99.1 thereto.

In connection with the Transactions, Amazon Holdco Inc. intends to change its name to “Amentum Holdings, Inc.”

Immediately after completion of the Transactions, Jacobs’ shareholders will own 51%, Jacobs will own 7.5%, and Amentum Equityholder will hold 37% of the issued and outstanding shares of SpinCo Common Stock. An additional 4.5% of SpinCo Common Stock (the “contingent consideration”) will be placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 operating profit targets by Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses. To the extent Jacobs and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding and issued shares of SpinCo Common Stock will be released from escrow and delivered to Jacobs. Any further contingent consideration to which Jacobs and its shareholders may become entitled will be distributed on a pro rata basis to Jacobs’ shareholders as of a record date to be determined in the future. In all, Jacobs and its shareholders are expected to own between 58.5% and 63% of the issued and outstanding shares of SpinCo Common Stock. Any shares of contingent consideration to which Jacobs and its shareholders do not become entitled to receive will be delivered to Amentum Equityholder. Jacobs intends to dispose of its stake in Amentum within 12 months of the Distribution.

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It is expected that a “when-issued” public trading market for SpinCo Common Stock will commence on the New York Stock Exchange 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,” and that “regular-way” trading of SpinCo Common Stock will begin on September 30, 2024, under the ticker symbol “AMTM.”

A copy of the press release issued by Jacobs is filed as Exhibit 99.1 hereto and, along with the information set forth under the Introductory Note, is incorporated herein by reference.

Forward-Looking Statements

Certain statements contained in this communication 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 Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses with Amentum (hereinafter referred to collectively as the combined business or the combined company), Jacobs’ and its shareholders’ respective ownership percentages in the combined company, the disposition of Jacobs’ retained stake in the combined company, the expected timing or amount of any future distribution of contingent consideration, the structure and tax treatment of the proposed transaction, the ability of the parties to complete the proposed transaction, the potential benefits and synergies of the proposed transaction, including future financial and operating results and strategic benefits, the description of the combined company’s anticipated revenue, business and growth opportunities, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing.

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

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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, and SpinCo’s registration statement on Form 10, and in particular discussions contained therein under Item 1A - Risk Factors. 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 as well as SpinCo’s registration statement on Form 10.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.		Description
3.1		First Amendment to Amended and Restated Bylaws of Jacobs Solutions Inc. (as of September 13, 2024).
99.1		Press release of Jacobs Solutions Inc., dated September 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JACOBS SOLUTIONS INC.
By:		/s/ Bob Pragada
		Name: Bob Pragada
		Title: Chief Executive Officer

Date: September 16, 2024

Exhibit 3.1

FIRST AMENDMENT TO

AMENDED AND RESTATED BYLAWS OF

JACOBS SOLUTIONS INC.

(A DELAWARE CORPORATION)

September 13, 2024

The Amended and Restated Bylaws (the “Bylaws”) of Jacobs Solutions Inc. (the “Corporation”) are hereby amended as follows:

1. As of the date hereof until completion of the Distribution (defined below), the first sentence of Section 2.4 of the Bylaws is hereby amended and restated as follows:

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment or postponement thereof, or entitled to express consent to corporate action in writing without a meeting pursuant to Article IX of the Certificate of Incorporation, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) nor less than ten (10) days prior to any other action; provided that such ten (10) day minimum period shall not apply to the “Distribution” as defined in the Separation and Distribution Agreement, dated as of November 20, 2023, among the Corporation, Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP (the “Separation Agreement”).

2. Immediately following the Distribution, the first sentence of Section 2.4 of the Bylaws is hereby amended and restated as follows:

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment or postponement thereof, or entitled to express consent to corporate action in writing without a meeting pursuant to Article IX of the Certificate of Incorporation, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) nor less than ten (10) days prior to any other action.

3. As amended herein, the Bylaws of the Corporation are hereby ratified and confirmed and shall continue in full force and effect.

Exhibit 99.1

 

		1999 Bryan Street, Suite 3500 Dallas, Texas 75201 +1 214.638.0145

Press Release

 

FOR IMMEDIATE RELEASE		September 13, 2024

Jacobs Solutions Announces Record Date and Distribution Date for the Spin-Off of Its

Critical Mission Solutions and Cyber & Intelligence Government Services Businesses

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

DALLAS – Jacobs (NYSE:J) announced today that its Board of Directors has set the close of business on September 23, 2024, as the record date for the spin-off distribution of its Critical Mission Solutions and Cyber & Intelligence government services businesses. The spin-off is part of Jacobs’ previously announced plan to separate these businesses and merge them with Amentum in a Reverse Morris Trust transaction. The spin-off and merger are expected to be completed at 4:05 p.m. and 4:10 p.m. Eastern Time, respectively, on September 27, 2024, and will create a new publicly traded company listed on the NYSE named Amentum Holdings, Inc. (“Amentum”).

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 U.S., the U.K. and other allied governments.”

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.

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Immediately after completion of the spin-off and merger transactions, Jacobs’ shareholders will own 51% of the issued and outstanding shares of common stock of Amentum, and Jacobs will own 7.5%. An additional 4.5% of issued and outstanding common stock of Amentum (the “contingent consideration”) will be placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or the former sole equityholder of Amentum, depending on the achievement of certain fiscal year 2024 operating profit targets by Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses. To the extent Jacobs and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding and issued shares of Amentum will be released from escrow and delivered to Jacobs. Any further contingent consideration to which Jacobs and its shareholders may become entitled will be distributed on a pro rata basis to Jacobs’ shareholders as of a record date to be determined in the future. In all, Jacobs and its shareholders are expected to own between 58.5% and 63% of the issued and outstanding shares of common stock of Amentum. Any shares of contingent consideration to which Jacobs and its shareholders do not become entitled to receive will be delivered to the former sole equityholder of Amentum. Jacobs intends to dispose of its stake in Amentum within 12 months of the distribution.

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 U.S. Securities and Exchange Commission (the “SEC”), available on the SEC’s website at www.sec.gov.

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.

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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 $16 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sector. Visit jacobs.com and connect with Jacobs on Facebook, Instagram, LinkedIn and X.

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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 Chantilly, Virginia, we have more than 35,000 employees in 79 countries in all 7 continents. Visit us at amentum.com to learn how we solve what’s next.

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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 U.S. federal income taxes purposes, Jacobs’ and its shareholders’ respective ownership percentages in the combined company, the disposition of Jacobs’ retained stake in the combined company, the expected timing or amount of any future distribution of contingent consideration, structure and tax treatment of the proposed transaction, the ability of the parties to complete the proposed transaction, the potential benefits and synergies of the proposed transaction, including future financial and operating results and strategic benefits, the description of the combined company’s anticipated revenue, business and growth opportunities, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing.

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:

[e-mail]

Media

Louise White, Senior Vice President – Marketing, Communications & Brand:

[phone]

[e-mail]

Document and Entity Information	Sep. 13, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000052988
Current Fiscal Year End Date	--09-27
Document Type	8-K
Document Period End Date	Sep. 13, 2024
Entity Registrant Name	Jacobs Solutions Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-7463
Entity Tax Identification Number	88-1121891
Entity Address, Address Line One	1999 Bryan Street
Entity Address, Address Line Two	Suite 3500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	583-8500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1 par value
Trading Symbol	J
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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