FY2023 Separation Roadmap slide image

FY2023 Separation Roadmap

Transaction summary Transaction Structure Management and Governance ▪ Reverse Morris Trust that is intended to be tax-free to shareholders for U.S. federal income tax purposes ■ Jacobs and Jacobs shareholders to own up to 63% of combined company - Jacobs shareholders: 51% -55% Jacobs company retained stake: 7.5% - 8% depending on the achievement of certain fiscal year 2024 operating profit targets of the CMS and C&I businesses $1.0B cash dividend to Jacobs at closing ■ Combined FY24 Adj. EBITDA of approximately $1.1B including $50-70M of expected net cost synergies ■ Additional value to Jacobs through disposition of retained stake in combined company ■ ~$4.2B of expected net debt at close, implying ~3.8x net leverage at close with clear path to deleveraging below 3.0x ■ Steve Demetriou will serve as Executive Chair of the combined company ■ John Heller (current CEO of Amentum) will serve as CEO of the combined company ■ Dr. Steve Arnette (EVP and President of CMS) will serve as COO of the combined company ■ Board initially split between Jacobs and Amentum nominees including John Heller ■ Additional members of the combined company's senior management team will be drawn from both companies ■ Transaction expected to close in second half of FY2024 13 Timing ■ Closing will be subject to regulatory approvals and other customary closing conditions ■ Post-closing, combined company will be publicly traded OJacobs 2024
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