M&A - Amentum Holdings, Inc.

Form Type: 10-Q

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000201128625000060

Filing Summary: Amentum Holdings, Inc. completed its merger with the Jacobs Solutions Inc. Critical Mission Solutions (CMS) business on September 27, 2024, which was structured as a Reverse Morris Trust transaction. This merger resulted in the surviving entity being renamed Amentum Holdings, Inc. The financial results prior to this merger do not include the CMS division, making comparisons to past results challenging. As of January 31, 2025, Amentum had approximately 243 million shares outstanding, with 58.5% owned by Jacobs and its shareholders. The acquisition introduced new reporting segments: Digital Solutions, which focuses on advanced digital solutions for federal and commercial clients, and Global Engineering Solutions, targeting large-scale environmental and engineering projects for governmental agencies. The financial statements reflect this new operational structure and include various adjustments to address the historical records of both companies.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000149315224051925

Filing Summary: This Schedule 13D was filed jointly by several reporting persons including Alan E. Goldberg and various limited liability companies and partnerships. The document outlines the recent merger where Amentum Joint Venture LP merged with Amentum Holdings, Inc. on September 27, 2024, with Amentum Holdings surviving. As consideration, Amentum JV received 90,021,804 common shares, equating to 37.0% ownership immediately after the merger. On December 17, 2024, these shares were distributed in a pro rata manner to Amentum JV's limited partners. The document includes details regarding the composition of the board of directors and rights related to the stockholders, emphasizing the involvement and rights of the Sponsor Stockholders in nominating board members and the outline of the Stockholders Agreement established on the merger closing date. Furthermore, this document reveals implications regarding ownership percentages and the ongoing evaluation of their investments in Amentum Holdings. The report also indicates a potential for future corporate transactions depending on various factors.