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The company said the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the Reverse Morris Trust transaction involving its Critical Mission Solutions and Cyber and Intelligence businesses and Amentum Parent Holdings LLC expired at 11:59 p.m. ET on February 16, 2024.

8-KRegulation FD DisclosureFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the Reverse Morris Trust transaction involving its Critical Mission Solutions and Cyber and Intelligence businesses and Amentum Parent Holdings LLC expired at 11:59 p.m. ET on February 16, 2024.

  2. Jacobs said the HSR waiting period expiration was one of the closing conditions. It added that the transaction still requires satisfaction of the remaining conditions, including other regulatory approvals, a private letter ruling from the Internal Revenue Service, tax advisor opinions and effectiveness of an SEC registration statement.

  3. Jacobs said it expects the transaction to close in the second half of fiscal 2024.

  4. Jacobs said it has determined it does not intend to retain more than 8% of the issued and outstanding shares of the combined company's common stock. It added that any shares in excess of 8% will be distributed to its shareholders at or as soon as reasonably practicable after the transaction closes.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

HSR Waiting Period Expires

The company said the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the Reverse Morris Trust transaction involving its Critical Mission Solutions and Cyber and Intelligence businesses and Amentum Parent Holdings LLC expired at 11:59 p.m. ET on February 16, 2024.

Source · Based on the filing body and exhibits

Remaining Closing Conditions

Jacobs said the HSR waiting period expiration was one of the closing conditions. It added that the transaction still requires satisfaction of the remaining conditions, including other regulatory approvals, a private letter ruling from the Internal Revenue Service, tax advisor opinions and effectiveness of an SEC registration statement.

Source · Based on the filing body and exhibits

Expected Closing Timing

Jacobs said it expects the transaction to close in the second half of fiscal 2024.

Source · Based on the filing body and exhibits

Combined Company Share Retention Limit 8%

Jacobs said it has determined it does not intend to retain more than 8% of the issued and outstanding shares of the combined company's common stock. It added that any shares in excess of 8% will be distributed to its shareholders at or as soon as reasonably practicable after the transaction closes.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.