FY2023 Separation Roadmap
Combination with Amentum
Transaction Structure
Shareholders
Shareholders
Merger Partner / Combined Company
Amentum
Jacobs
amentum >
Combined
Company
37.0% -
41.5%
51.0% -
55.0%1
Jacobs
$1B
Cash
7.5% 8.0%¹
14
NewCo
Jacobs CMS/C&I +
Amentum
1 Depending on the achievement of certain fiscal year 2024
operating profit targets of the CMS and C&I businesses.
☐
☐
■
☐
~$7.9B revenue / ~8% Adj. EBITDA margin business
>40% focused on high-growth, high margin intel and science and technology sectors
Strong momentum in backlog, revenue and profit growth
<$4B current net debt at ~8% average interest rate
Clients and capabilities very complementary with CMS/C&I
$50-70M of expected net cost synergies
FY'24 Adj. EBITDA of approximately $1.1B, including expected net cost synergies
~$4.2B expected net debt at close, inclusive of $235M equity contribution from Amentum
shareholders and $200M in cash from CMS balance sheet
~3.8x net leverage at closing with clear path to deleveraging below 3x
Key Transaction Terms
Jacobs
Shareholders
Jacobs
☐
Governance
Amentum
Shareholders
Timing
■ 51%-55%¹ of combined company shares to be owned by Jacobs shareholders
■ $1B cash dividend at closing
7.5%-8.0%¹ retained stake in combined company (additional value to Jacobs)
Retained stake to be disposed of within 12 months of closing
Steve Demetriou will serve as Executive Chair of combined company
John Heller (current CEO of Amentum) will serve as CEO of combined company
Dr. Steve Arnette (EVP and President of CMS) will serve as COO of combined company
Initial Board to be split between Jacobs and Amentum nominees
Amentum shareholders subject to a 12-month post-closing lock up on shares received in
combined company
■ Transaction expected to close in second half of FY2024
Jacobs 2024View entire presentation