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 2024View entire presentation