Amentum Services, Inc. entered into a definitive agreement to acquire Critical Mission Solutions and Cyber & Intelligence Government Services from Jacobs Solutions Inc. (NYSE:J) on November 20, 2023. The transaction is being structured as a Reverse Morris Trust transaction. Jacobs and its shareholders will own 58.5%-63% of the combined company's common shares upon consummation of the transaction, consisting of 51% Jacobs' shareholders ownership and Jacobs retaining 7.5-12%. The exact amount of the retained stake will be determined based on achievement of certain fiscal year 2024 operating profit targets. Funds managed by American Securities and Lindsay Goldberg, the current owners of Amentum, will own no less than 37% of the combined company's common shares upon consummation of the transaction. The combined organization will be a publicly traded company with $13 billion in revenue and more than 53,000 employees in 83 countries. Upon completion of the deal, Jacobs Executive Chair Steve Demetriou will become Executive Chair of the combined company. John Heller, current Chief Executive Officer of Amentum, will serve as Chief Executive Officer of the combined company and sit on the combined company's board, and Steve Arnette, Executive Vice President and President of CMS will serve as the Chief Operating Officer.

Closing of the transaction will be subject to various customary closing conditions including regulatory approvals, receipt of a private letter ruling from the Internal Revenue Service, opinions from tax advisors and the effectiveness of a registration statement with the U.S. Securities and Exchange Commission. Amentum has received all the necessary shareholder approvals to complete the transaction; no vote of Jacobs' shareholders is required for the transaction. The transaction was approved by the Jacobs board of directors and is expected to close in the second half of fiscal year 2024. As of November 21, 2023 the transaction, which is expected to close in fiscal 2024. As of February 20, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had expired. The Company has now also received all other approvals and clearances under competition and foreign direct investment laws which were conditions to the consummation of the separation transaction. Currently, the Company expects to fulfill the remaining closing conditions, and the transaction to close, in the second half of the fourth quarter of fiscal year 2024.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are serving as financial advisors to Amentum and Cravath, Swaine & Moore LLP is serving as legal advisor. Centerview Partners LLC and Perella Weinberg Partners LP are serving as financial advisors to Jacobs and Wachtell Lipton, Rosen & Katz is serving as legal advisor. Goldman Sachs & Co. LLC provided financial advice to the Jacobs Board of Directors. Perella Weinberg Partners LP acted as financial advisor to Jacobs.