AI English summary of an SEC filing — figures as filed

Jacobs said on Tuesday, September 27, 2024, that it completed the Reverse Morris Trust transaction. The company said it transferred the Critical Mission Solutions business and part of the Divergent Solutions business, the Cyber & Intelligence business, to SpinCo, and distributed 124,084,108 shares of SpinCo common stock to its shareholders.

8-KCompletion of Acquisition or Disposition of AssetsFiled Sep 30, 2024Period of report Sep 27, 2024Summary published (UTC) Oct 25, 2026

Key points

AI summary

Jacobs said on Tuesday, September 27, 2024, that it completed the Reverse Morris Trust transaction. The company said it transferred the Critical Mission Solutions business and part of the Divergent Solutions business, the Cyber & Intelligence business, to SpinCo, and distributed 124,084,108 shares of SpinCo common stock to its shareholders.
The company said that immediately after the transaction, Jacobs shareholders hold about 51% of SpinCo's outstanding shares, Jacobs holds about 7.5%, and Amentum Equityholder holds about 37%. About 4.5% is held in escrow as contingent consideration. The company said it expects Jacobs and its shareholders to hold between 58.5% and 63%, including contingent consideration.
The company said it received a cash payment of about $0.9 billion from SpinCo, which is subject to adjustment based on the levels of cash, debt and working capital in the SpinCo Business. The company said it used the payment to repay the remaining principal of $575 million on the 2020 Term Loan Facility and to partially repay the revolving credit facility by $333 million.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call. Some paragraphs were omitted because their support in the source could not be confirmed.

Jacobs Completes Reverse Morris Trust Transaction and SpinCo Separation and Distribution

Jacobs said on Tuesday, September 27, 2024, that it completed the Reverse Morris Trust transaction. The company said it transferred the Critical Mission Solutions business and part of the Divergent Solutions business, the Cyber & Intelligence business, to SpinCo, and distributed 124,084,108 shares of SpinCo common stock to its shareholders.

Source · Based on the filing body and exhibits

SpinCo Shareholding Structure and Escrowed Contingent Consideration

The company said that immediately after the transaction, Jacobs shareholders hold about 51% of SpinCo's outstanding shares, Jacobs holds about 7.5%, and Amentum Equityholder holds about 37%. About 4.5% is held in escrow as contingent consideration. The company said it expects Jacobs and its shareholders to hold between 58.5% and 63%, including contingent consideration.

Source · Based on the filing body and exhibits

SpinCo Cash Receipt of About $0.9 billion and Use for Debt Repayment

The company said it received a cash payment of about $0.9 billion from SpinCo, which is subject to adjustment based on the levels of cash, debt and working capital in the SpinCo Business. The company said it used the payment to repay the remaining principal of $575 million on the 2020 Term Loan Facility and to partially repay the revolving credit facility by $333 million.

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.

View the original filing on SEC EDGAR ↗

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