Jacobs Solutions Inc. · NYSE:J
Jacobs Solutions — Merger or Acquisition (November 2023)
15 slides from Jacobs Solutions's merger presentation, Nov 20, 2023
Slide 1: Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum
Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum November 20, 2023
Slide 2: Disclaimer
Disclaimer Forward-Looking Statement Disclaimer Certain statements contained in this presentation constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Non-GAAP Financial Measures and Operating Metrics Act of 1995. Forward-looking statemen
Slide 3: Transaction Rationale
Transaction Rationale ✓ Jacobs to spin-off and merge its CMS business with Amentum, creating a new independent, publicly- traded company ✓ Transaction perimeter includes Jacobs CMS segment plus the closely related Cyber and Intelligence unit (“C&I”) from Divergent Solutions (“DVS”) ✓ Culmination of
Slide 4: Combination Creates a Government Services Prime
Combination Creates a Government Services Prime ~$13B ~$50B ~3.7x FY23 Combined Revenue Combined Backlog Combined Backlog Coverage Capabilities to solve the most complex challenges for clients across energy, space, cyber, and defense Stable base of long-term contracts with capabilities aligned with
Slide 5: Jacobs CMS + C&I Overview
Jacobs CMS + C&I Overview Company Overview Summary Financials Key Statistics ▪ Mission critical support services to key defense, space, energy, commercial and intelligence customers ~$5.5B ▪ Marquee contract positions include JETS II (NASA), COMET (NASA), IRES (MDA), Idaho 2023 Revenue $23B 18k Clea
Slide 6: Amentum Overview
Amentum Overview Company Overview Summary Financials Key Statistics ▪ A leader in global engineering solutions, complex program management, and solutions integration trusted to modernize customers’ most important missions ~$7.9B $27B 30 ▪ Marquee contract positions include Hanford, Oak Ridge, Portsm
Slide 7: Compelling Strategic Fit Yields a Highly Differentiated Business
Compelling Strategic Fit Yields a Highly Differentiated Business Creates a scaled, highly diversified engineering and technology leader with 1 capabilities and talent base to win the largest, most complex opportunities 2 Opportunity to capitalize on combined backlog of ~$50B CMS/C&I Complementary st
Slide 8: Complementary Capabilities to Serve Broad Customer Set
Complementary Capabilities to Serve Broad Customer Set Data Fusion & Analytics Complex Systems Integration Engineering & Integration Rapid ISR & Cyber Solutions Intelligence & National Security CMS/C&I Specialized Health & Humanitarian Engineering + Science Significant combined pipeline with <3% ove
Slide 9: Enhanced Portfolio Aligned with Key Growth Areas
Enhanced Portfolio Aligned with Key Growth Areas Intelligence, Science and Technology Energy and Environmental Solutions Mission Solutions 2023E Combined Adj. EBITDA ~45% ~30% ~25% % of Total ▪ A leading NASA services provider with ▪ A global environmental remediation and nuclear ▪ A go-to partner f
Slide 10: Highly Visible Expected Synergies With Track Record of Realization
Highly Visible Expected Synergies With Track Record of Realization Target Net Cost Synergies % of Revenue ✓ $50 - 70M of expected net cost synergies to be achieved after close ✓ Both organizations have track record of effective ~1-2% synergy realization ~0.5% ✓ Amentum brings fully integrated suppor
Slide 11: Combined Company Culture and Leadership Team Poised for Success
Combined Company Culture and Leadership Team Poised for Success Purpose-driven cultures with unwavering commitment to supporting clients’ missions Performance excellence, forward-thinking solutions, and dependable execution CMS/C&I Uncompromising integrity to do things right + Developing unmatched e
Slide 12: Combination Strengthens Public Company Profile
Combination Strengthens Public Company Profile CMS/C&I Combined(1) 2023 Revenue ~$5.5B ~$8B ~$13B ✓ A leading pure-play government services company % 2023 Adj. ~8.3% ✓ Best-in-class earnings visibility 7.7% 7.9% Including RR Expected EBITDA Margin Net Cost Synergies ✓ Enhanced customer and contract
Slide 13: Leading Scale, Visibility & FCF Generation Relative to Public Peers
Leading Scale, Visibility & FCF Generation Relative to Public Peers Combined $15B ~$13B $10B $8B $7B $7B $5B 2023 Reported Revenue CMS/C&I+ Amentum 2023 Reported Revenue Growth 7% ~5% 14% 2% 10% (8%) 25% Backlog Coverage 2.5x ~3.7x 3.5x 2.9x 3.8x 3.2x 1.7x FCF Conversion1 89% ~97% 93% 96% 91% 87% 90
Slide 14: Transaction Summary
Transaction Summary ▪ 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% Transaction – Jacobs company retained stake: 7.5% - 12% based on achievemen
Slide 15: Highly Strategic Combination Maximizes Value for all Stakeholders
Highly Strategic Combination Maximizes Value for all Stakeholders Clients Employees Shareholders ◼ Exceptional track record of providing innovative ◼ Combined leadership team with deep industry ◼ Participation in leading pure-play government solutions on the largest, most complex programs experience
Jacobs Solutions — Merger or Acquisition (November 2023) on 6ix