Amentum, a global leading engineering and technology solutions
provider, is pleased to host its capital markets day at the New
York Stock Exchange in New York City. A live webcast of the event
will begin at 10:00 a.m. ET today, and a full copy of the
presentation materials will be available following the event on the
investor relations section of Amentum’s website.
During the presentation, members of the executive leadership
team will discuss the company’s strategy and financial outlook.
They will also showcase Amentum’s solutions and capabilities,
including the synergies and benefits expected to be realized
through the planned combination with the Critical Mission Solutions
and Cyber & Intelligence businesses of Jacobs Solutions Inc.
(“Jacobs”) (NYSE: J) through a Reverse Morris Trust transaction and
public listing.
Following transaction close, the combined company will be led by
Steve Demetriou, Executive Chair of the Board; John Heller, Chief
Executive Officer; Travis Johnson, Chief Financial Officer; and
Steve Arnette, Chief Operating Officer.
“I am proud to introduce the new Amentum, a leader in
engineering and technology solutions trusted by the United States
and its allies around the world to manage and modernize their most
complex missions,” said Steve Demetriou. “The combination of
Amentum and Jacobs’s Critical Mission Solutions and Cyber &
Intelligence businesses will be differentiated and positioned to
deliver mission advantage through advanced engineering and
technology solutions.”
John Heller shared, “Our businesses have built a foundation of
trust with our customers to help them address the most complex,
significant challenges in science, security and sustainability. We
look forward to joining forces in the second half of September 2024
as we create a global organization that leverages our respective
strengths and builds on our track record of winning long-term
enterprise programs.”
“Amentum will be an industry leader with an attractive financial
profile and expecting projected revenue for fiscal year 2025 of
approximately $14 billion1,” said Travis Johnson. “Following this
transformational combination, we will be well positioned for
growth, with industry-leading combined backlog of $47 billion as of
September 29, 2023 and attractive opportunities in our end markets.
Amentum will have a sustainable, growth-oriented financial profile,
a secure balance sheet, strong free cash flow generation, and a
disciplined capital allocation strategy.”
Forward-Looking Statements
This press release contains or incorporates by reference
statements that relate to future events and expectations and, as
such, constitute forward-looking statements under the securities
laws, including statements regarding the Reverse Morris Trust
transaction (the “transaction”), as described in the preliminary
information statement filed as Exhibit 99.1 to Amendment No. 1 to
Form 10 of Amazon Holdco Inc., filed with the Securities and
Exchange Commission (the "SEC") on August 5, 2024 (the "information
statement"). These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “forecast,” “outlook,” “target,”
“endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,”
“could,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” or the negative thereof or variations thereon
or similar terminology generally intended to identify
forward-looking statements. All statements, other than historical
facts, including, but not limited to, statements regarding the
expected timing and structure of the transaction, the ability of
Jacobs, Amazon Holdco Inc. (“SpinCo”) and Amentum Parent Holdings
LLC (“Amentum”) to complete the transaction, the expected benefits
of the transaction, including future financial and operating
results and strategic benefits, the tax consequences of the
transaction, and the plans of the combined company following the
transaction (“us,” “we,” “our,” “our company,” “the company” or
“Combined Co”), Combined Co’s objectives, expectations and
intentions, applicable legal, economic and regulatory conditions,
and any assumptions underlying any of the foregoing, are
forward-looking statements. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others: changes in global economic,
financial, business and political conditions, including those
resulting from a global health crisis, a recession, changes in
inflation, deflation and interest rates, changes in either or both
the U.S. and international lending, capital and financial markets
or currency fluctuations, or changes to governmental budget
constraints or changes to governmental budgetary priorities, which
could increase the cost of operating our business, weaken demand
for our solutions and services, negatively impact consumer spending
levels and the prices we can charge for our solutions and services;
the timing of the award of projects and funding and potential
changes to the amounts provided for, under the Infrastructure
Investment and Jobs Act, as well as other legislation related to
governmental spending; our ability to comply with the various
procurement and other laws and regulations that we are required to
comply with as a U.S. government contractor and to mitigate risks
of noncompliance; our inability to mitigate the additional risks
posed by contracts with governmental entities; reviews and audits
by the U.S. government, U.S. government auditors and others, which
could lead to withholding or delay of payments to us, non-receipt
of award fees, legal actions, fines, penalties, liabilities or
other remedies; the inability of governments in certain of the
countries in which we operate to effectively mitigate the financial
or other impacts of any future pandemics or infectious disease
outbreaks on their economies and workforces and our operations
therein; changes to our professional reputation and relationship
with government agencies; continuing inflation, rising or continued
high interest rates, and/or costs reducing demand for our services
or decreasing our profit on existing contracts; the occurrence of
an accident or safety incident involving employees, contractors or
others, which could expose us to significant financial losses and
reputational harm, as well as civil and criminal liabilities; the
ability of Combined Co to control costs, meet performance
requirements or contractual schedules, compete effectively or
implement its business strategy; the ability of Combined Co to
retain and hire key personnel, and retain and engage key customers
and suppliers while the transaction is pending, or for Combined Co
to retain, hire and engage such personnel, customers and suppliers
after the transaction is completed; difficulties and delays in
Combined Co achieving revenue and cost synergies; that one or more
conditions to closing the transaction may not be satisfied or
waived on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant approval
of or any tax ruling required for the consummation of the
transaction; the risk that the transaction may not be completed on
the terms or in the time frame expected by the parties, or at all;
the risk that any consents or approvals required in connection with
the transaction, including required regulatory approvals, may not
be received; unexpected costs, charges or expenses resulting from
the transaction; uncertainty of the expected financial performance
of Combined Co following completion of the transaction; risks
related to disruption of management time from ongoing business
operations due to the transaction; failure to realize the
anticipated benefits of the transaction, including as a result of
delay or failure in completing the transaction or integrating
Amentum and Jacobs's Critical Mission Solutions business and
portions of Jacobs's Divergent Solutions business; the occurrence
of any event that could give rise to termination of the
transaction; the risk that shareholder litigation in connection
with the transaction or other settlements or investigations may
affect the timing or occurrence of the transaction or result in
significant costs of defense, indemnification and liability;
evolving legal, regulatory and tax regimes that may adversely
impact our future financial positions or results of operations,
financial market risks that may affect Combined Co, including by
affecting Combined Co’s access to capital, the cost of such capital
and/or Combined Co’s funding obligations under defined benefit
pension and postretirement plans; changes in general economic
and/or industry specific conditions; actions by third parties,
including governmental authorities; and other factors described in
the information statement, and from time to time in documents that
we and Jacobs, prior to the closing of the transaction, file with
the SEC.
We cannot assure you that the transaction will in fact be
consummated in the manner described or at all. The above list of
factors is not exhaustive or necessarily in order of importance.
For additional information on identifying factors that may cause
actual results to vary materially from those stated in
forward-looking statements, see the discussions under the section
entitled “Risk Factors” in the information statement. Any
forward-looking statement speaks only as of the date on which it is
made, and we assume no obligation to update or revise such
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law.
_______________________________ 1 Represents mid-point of FY25
guidance for the combined company consisting of Amentum and Jacobs’
Critical Mission Solutions and Cyber & Intelligence businesses.
FY25 revenue is forward-looking information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240813538614/en/
Media: Chanel Mann (682) 788-5685
chanel.mann@amentum.com
Investor Relations: Nathan Rutledge IR@amentum.com