M&A: ASP Manager Corp.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095015724001703

Comments: On September 27, 2024, a merger was completed under the Agreement and Plan of Merger, with ASP Amentum Investco LP as a party. The merger involved Amentum Joint Venture LP merging with Amentum Holdings, Inc. (formerly Amazon Holdco Inc.), resulting in the latter surviving. As a condition of this merger, Amentum JV received 90,021,804 Common Shares, representing 37% of the total outstanding shares. Subsequently, on December 17, 2024, Amentum JV made distributions-in-kind of these shares to its limited partners, including ASP Amentum Investco LP and Amentum Holdings LP, each receiving 43,893,904 Common Shares. The Reporting Persons now beneficially own 18.04% of the outstanding shares. Additional information regarding the governance and voting rights under the Stockholders Agreement and the Shared Rights Agreement is elaborated. The Reporting Persons are also permitted to discuss potential corporate transactions with relevant parties and may consider actions such as further acquisitions or sales of securities as market conditions dictate.

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